| 1.1 | The term of employment under this Agreement shall commence on October 14, 2008 (the
“Effective Date”) and shall be for an indefinite term, subject to termination as provided for
in Article 6 hereof. In accordance with the other terms of this Agreement,
the Employee shall devote himself full-time to his employment duties and responsibilities
with the Company. |
| 2.1 | The Employee shall serve the Company as an Employee initially in the position of Director,
Financial Reporting and initially reporting to the Chief Financial Officer. |
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| 2.2 | The Employee shall undertake and perform the following duties and responsibilities: |
| (a) | Oversee and direct the day to day accounting and payroll functions for
OncoGenex Pharmaceuticals, Inc. and OncoGenex Technologies Inc. ensuring compliance
with both US and Canadian GAAP. Develop processes to ensure proper consolidation of
the financial results of all companies; |
| (b) | develop processes and procedures to ensure compliance to both Canadian and US
tax laws for the Company and for employees involved in a cross boarder working
environment; |
| (c) | Develop the financial policies, procedures and internal controls in a manner
that supports the achievement of the Company’s strategic and operating goals and
objectives, which includes transformation to and maintenance of financial systems
required of a reporting issuer. |
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| (d) | Lead the process for certification; |
| (e) | perform such other duties and responsibilities as may be assigned or vested in
him by the Employee’s supervisor from time to time and which are consistent with the
duties and responsibilities of a Director, Financial Reporting. |
| 2.3 | In accordance with the other terms of this Agreement, the Employee agrees during the
continuance of his employment, to devote his entire working time, services, skill and ability
to such employment and to serve at all times with loyalty and honesty in the best interests of
the Company. Prior written consent from the President must be obtained if the Employee wishes
to engage in activities with for-profit and charitable or non-profit organizations during
normal working hours. |
| 3.1 | In consideration of the services provided by the Employee hereunder, the Company shall, as of
the Effective Date, pay to the Employee an annual base salary in the amount of one hundred ten
thousand dollars ($110,000) as increased from time to time in accordance with Article 3.2
(“Base Salary”), payable semi-monthly or such other manner as may be agreeable to the parties
hereto and in compliance with any applicable legislation. |
| 3.2 | Such Base Salary shall be reviewed by the Employee’s supervisor and may be further reviewed
by the Compensation Committee of the Board every twelve (12) months based on the Employee’s
performance, corporate cash flow, achievement of corporate objectives and in accordance with
Company policies. Any recommended increase may require approval by the Board. Annual
performance reviews will be conducted by the Employee’s supervisor. Annual determination of
personal objectives will be conducted by the Employee’s supervisor. |
| 3.3 | The Employee shall be eligible to participate in any bonus plans (“Bonus”) offered by the
Company to its Employees in accordance with the terms thereof as established by the Board and
as amended from time to time. Initially, the Employee shall be eligible for a Bonus of up to
20% of the Base Salary pro-rated from the Effective Date. The Bonus shall be based on
completion of a successful Probationary Period (as defined in Article 6.3), annual corporate
objectives as established by the Board and annual personal objectives as established by the
Employee’s supervisor, each of which shall be communicated to the Employee annually by
December 31 in the year preceding the year in which the milestones pertain and attached hereto
as Appendix A. At the same time, the allocation of bonus potential between corporate and
personal objectives for the upcoming year will be communicated to the Employee. |
| 4.1 | The Employee shall participate in the Company’s share option plan (the “Plan”) as determined
by the Board of Directors and in accordance with its terms as amended from time to time. |
| 4.2 | The exercise of any Options shall at all times be subject to obtaining any applicable
regulatory or legal approval. |
| 5.1 | Group Insurance and Pension |
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The Employee shall be eligible on the Effective Date for any group
medical, dental, insurance and pension programs applicable to the
Employees of the Company. |
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| 5.2 | Vacation |
| 5.3 | Expenses |
| 6.1 | Notwithstanding any other provisions herein but subject to Article 11.8 hereof, and without
prejudice to rights accrued to the Employee to the Date of Termination (as defined herein),
this Agreement shall terminate automatically upon the death of the Employee or on the Date of
Termination. The “Date of Termination” will be, as applicable, the date the Company
terminates the Employee in accordance with Article 6.2, or the date the Company requests the
Employee to cease his duties under this Agreement or the Employee resigns for Constructive
Dismissal in accordance with Article 6.5 hereof, or the date the Employee commences his
retirement in accordance with Article 6.6 hereof, or the date determined in accordance with
Article 6.7 hereof. |
| 6.2 | Nothing in this Agreement shall restrict or impair the Company’s right to terminate the
employment of the Employee without compensation: |
| (a) | at any time by notice in writing from the Company to the Employee for just
cause, which without limiting the generality of the foregoing, shall include: |
| (i) | serious misconduct; |
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| (ii) | breach of fiduciary duty; |
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| (iii) | failure to obey the lawful direction of the Employee’s supervisor; |
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| (iv) | fraud; |
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| (v) | theft; |
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| (vi) | willful breach or habitual neglect of significant and material
duties the Employee is required to perform; and |
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| (vii) | material breach of a restrictive covenant of this Agreement. |
| (b) | if the Employee shall become permanently disabled, at any time by notice in
writing from the Company to the Employee, provided that such termination does not
adversely affect the Employee’s access to long term disability insurance benefits or
other health benefits. For purposes of this subsection 6.2 (b), the Employee shall be
deemed to be permanently disabled immediately following: |
| (i) | any period of 365 consecutive days during which he is
prevented, notwithstanding reasonable efforts to accommodate the disability,
from performing his essential duties as an Employee of the Company for more
than 182 days in the aggregate by reason of illness or mental or physical
disability; or |
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| (ii) | his being found of unsound mind or incapable of managing his
own affairs by the final judgement or order of a court of competent
jurisdiction. |
| 6.3 | The Employee acknowledges and agrees that, during the first 3 months of employment starting
on the Effective Date (the “Probationary Period”), he is employed on a
probationary basis. During the Probationary Period, this Agreement may be terminated by the
Company on not less than 1 weeks’ notice in writing. The Company may, at its discretion,
elect to pay 1 weeks’ salary in lieu of notice. If the Company terminates the employment of
the Employee during the Probationary Period, the Date of Termination shall mean the last day
on which the Employee works for the Company. |
| 6.4 | For the purposes of this Agreement, “Constructive Dismissal” shall be deemed to have occurred
only if there exists any material adverse change without the prior written consent of the
Employee in the title, position, job function or compensation of the Employee from those
current on the Effective Date, taking into consideration normal changes in job functions as
the Company grows. |
| 6.5 | At any time after the Probationary Period, the Company may terminate the employment of the
Employee in accordance with this Article 6.5. In the event employment of the Employee is
terminated by the Company for reasons other than for just cause, or the Employee resigns as a
result of a Constructive Dismissal, the Employee shall be entitled to the following: |
| (a) | four (4) weeks notice plus an additional two weeks for each full year of the
Employee’s employment at the date such notice is given (the “Severance Period”), to a
maximum of twenty-six (26) weeks, or pay in lieu of notice (“Severance”) of an amount
determined by multiplying the Employee’s average weekly earnings ((inclusive of Base
Salary and Bonus) where such average is calculated over the 104 week period (or such
lesser period if the Employee is terminated in accordance with this Article 6.5 less
than 2 years from the Effective Date) immediately preceding the Severance Period) by
the number of weeks in the Severance Period. The Severance may be paid to the Employee
either in a lump sum or by equal weekly, bi-weekly or monthly installments for the
duration of the Severance Period, at the Company’s sole discretion; |
| (b) | any payment to the Employee under this Article 6.5 shall be deemed to include
all required termination and/or severance payments pursuant to the provisions of the
Employment Standards Act (British Columbia) as amended from time to time; and |
| (c) | to the extent that such insurance plans permit, continued entitlement under all
group medical, dental and insurance plans, excluding short and long term disability
plans and pension plan, to which the Employee is entitled at the time of termination of
employment; such continuation of benefit entitlement shall be for a period equal to the
Severance Period or until the date the Employee becomes employed elsewhere wherein
comparable benefits are provided, whichever date comes first. To the extent the
continuance of certain benefit plans, excluding short and long term disability, is not
permitted, the Company shall pay to the Employee, no later than thirty (30) days after
the Date of Termination, an amount equal to ten per cent (10%) of the Employee’s weekly
Base Salary in effect immediately prior to the Date of Termination (being the Base
Salary divided by 52) multiplied by the number of weeks in the Severance Period. |
| 6.6 | This Agreement is terminated, without prejudice to rights accrued to the Employee to the Date
of Termination, when the Employee commences his retirement. |
| 6.7 | The Employee may, by providing one month notice in writing to the Company (the “Notice
Period”), terminate this Agreement and his employment with the Company. In such circumstance,
the Company may request that the Employee cease duties prior to the expiry of the Notice
Period. The Company shall, in such event, pay to the Employee an amount equal to the
difference between what the Employee would have received had the employment of the Employee
been continued for the Notice Period and the amount actually paid by the Company to the
Employee during the Notice Period. In the event the Employee provides such notice to the
Company, the “Date of Termination” shall mean the last day on which the Employee works for the
Company. |
| 7.1 | During the term of this Agreement and for six (6) months following the termination of this
Agreement, the Employee will not, within Canada, the United States or Europe, without the
written consent of the Company: |
| (a) | own or have any interest directly in, save and except for an interest of less
than 5% in a publicly traded company; |
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| (b) | act as an officer, director, agent, employee or consultant of; or |
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| (c) | assist in any way or in any capacity, |
| 7.2 | The term “Business” as used in this Agreement means the development and commercialization of
the Technology as defined in the Article 10 hereof and such other business plans as approved
by the Board from time to time and which are in effect on the Date of Termination of this
Agreement. |
| 8.1 | The Employee will not, for a period of six (6) months from the Date of Termination of this
Agreement: |
| (a) | directly or indirectly, either personally, through an agent or by letters,
circulars or advertisements, contact for the purpose of solicitation or actually
solicit any person, firm, association, syndicate, joint venture, collaboration,
corporation, business entity or crown corporation who/which is or was a customer of the
Company on or at any time within the 12 months before the Date of Termination of this
Agreement, or who was scheduled to become a customer of the Company within twelve
months prior to the Date of Termination of this Agreement; |
| (b) | induce or attempt to induce any person: |
| (i) | who was an employee of the Company at the Date of Termination
of this Agreement; or |
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| (ii) | who has been, during the twelve months before the Date of
Termination, an employee of the Company; |
| (c) | either directly or indirectly, solicit, divert or take away any staff,
temporary personnel, trade, or business from the Company, or otherwise compete for
accounts or personnel which become known to him through his relationship with the
Company and agrees not to influence or attempt to influence any of the Company’s
customers, suppliers, or resellers or personnel not to do business with the Company or
take any action which may be reasonably foreseen to result in harm to the Company. |
| 9.1 | Any and all computer code, data, notes, diagrams, reports, notebook pages, memoranda, and
like materials, including Confidential Information, as defined in Article 9.3 below, received
from or developed for the Company and any copies or excerpts thereof shall remain the property
of the Company. Upon the termination of the Employee’s relationship with the Company as
established under this Agreement, or at any time during the term hereof at the request of the
Company, the Employee shall deliver to the Company all such materials and other property
belonging to the Company or developed in connection with the Business. |
| 9.2 | In the course of carrying out and performing his duties and responsibilities to the Company,
the Employee shall obtain access to and be entrusted with Confidential Information, as defined
in Article 9.3 below, relating to the Business. |
| 9.3 | The term “Confidential Information” as used in this Agreement means all trade secrets,
proprietary information and other data or information (and any tangible evidence, record or
representation thereof), whether prepared, conceived or developed by an employee or consultant
of the Company or received by the Company from an outside source which is maintained in
confidence by the Company or from any of its customers to obtain a competitive advantage over
competitors who do not have access to such trade secrets, proprietary information, or other
data or information. Without limiting the generality of the foregoing, Confidential
Information includes: |
| (a) | any ideas, improvements, know-how, research, inventions, innovations, products,
services, sales, scientific or other formulae, processes, methods, machines,
manufactures, compositions, procedures, tests, treatments, developments, technical
data, designs, devices, patterns, concepts, computer
programs, computer code, creative development, training or service manuals, plans
for new or revised services or products or other plans, items or strategy methods on
compilation of information, or works in process that relate to the Business, or that
result from its marketing, research and/or development activities; |
| (b) | any information relating to the relationship of the Company with any clients,
customers, suppliers, principals, contacts or prospects of the Company and any
information relating to the requirements, specifications, proposals, orders, contracts
or transactions of or with any such clients, customers, suppliers, principals, contacts
or prospects of the Company, including but not limited to client lists; |
| (c) | any sales plan, marketing material, plan or survey, business plan or
opportunity, product or service development plan or specification, business proposal or
business agreement; and |
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| (d) | any information relating to the present or proposed Business. |
| 9.4 | The Employee agrees that the Confidential Information is and will remain the exclusive
property of the Company. The Employee also agrees that the Confidential Information: |
| (a) | constitutes a proprietary right which the Company is entitled to protect; and |
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| (b) | constitutes information and knowledge not generally known to the trade. |
| 9.5 | The Employee understands that the Company has from time to time in its possession information
belonging to others or which is claimed by others to be confidential or proprietary and which
the Company has agreed to keep confidential. The Employee agrees that all such information
shall be Confidential Information for the purposes of this Agreement. |
| 9.6 | For purposes of the copyright laws of the United States of America, to the extent, if any,
that such laws are applicable to any Confidential Information, it shall be considered a work
made for hire and the Company shall be considered the author thereof. |
| 9.7 | The Employee acknowledges and agrees that any Confidential Information disclosed to the
Employee is in the strictest confidence and the Employee agrees to maintain and hold in strict
confidence all Confidential Information disclosed to him. The disclosure of any such
Confidential Information by the Employee in any form whatsoever except (i) as required in
performance by the Employee of his duties hereunder and in furtherance of the best interest of
the Company, (ii) as authorized by the President including under a non-disclosure agreement
signed by the President, or (iii) as permitted under Article 9.10 of this Agreement, is and
shall be considered a fundamental breach of this Agreement and shall entitle the Company to
terminate immediately this Agreement without further payment to the Employee. |
| (a) | duplicate, transfer, disclose or use nor allow any other person to duplicate,
transfer or disclose any of the Confidential Information; or |
| (b) | incorporate, in whole or in part, within any domestic or foreign patent
application that is not for the benefit of the Company, any proprietary or Confidential
Information. |
| 9.9 | The Employee will safeguard all Confidential Information to which the Employee has access at
all times so that it is not exposed to or used by unauthorized persons, and will exercise at
least the same degree of care that he would use to protect his own confidential information. |
| 9.10 | The restrictive obligations set forth above shall not apply to the disclosure or use of any
Confidential Information which: |
| (a) | is or later becomes publicly known under circumstances involving no breach of
any confidentiality provisions, including this Agreement by the Employee; |
| (b) | is already known to the Employee outside his work for the Company under this
Agreement, at the time of receipt of the Confidential Information; |
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| (c) | is lawfully made available to the Employee by a third party; or |
| (d) | is required by law to be disclosed but only to the extent of such requirement
and the Employee shall immediately notify in writing the President of the Company upon
receipt of any request for such disclosure. |
| 9.11 | The term “Personal Information” means information about an identifiable individual collected
or created by the Company or its employees in relation to the services they perform for the
Company, but does not include the name, title, business address, or business telephone number
of an employee or consultant of the Company. |
| 9.12 | Unless the law otherwise specifies or the Company otherwise directs in writing, the Employee
may only collect, create, use and disclose Personal Information that is necessary for the
performance of his employment obligations, and must not collect, use or disclose Personal
Information about an individual without the consent of the individual to whom the information
relates. |
| 9.13 | The Employee agrees to protect all Personal Information collected or stored by him by taking
reasonable security measures, in accordance with the sensitivity of the information in
question, to protect it against unauthorized access by any other party, and from unauthorized
collection, use, disclosure, copying, modification or disposal. |
| 9.14 | The Employee further agrees to comply with all applicable laws and Company policies and
practices that relate to the collection, use, disclosure, storage and disposal of Personal
Information. |
| 9.15 | The Employee agrees to retain Personal Information until directed by the Company in writing
to dispose of it or deliver it as specified in the direction. |
| 9.16 | The Employee agrees to immediately rectify, delete or update Personal Information on
receiving instructions to this effect from the Company. |
| 9.17 | The obligations of the parties under this Personal Information provision will survive the
termination of the Agreement. |
| 10.1 | As used in this Article 10, the following words and phrases are defined as follows: |
| (a) | “UBC Licenses” means the licenses entered into by the University of British
Columbia and the Company effective November 1, 2001, September 1, 2002 and April 5,
2005 which define the terms under which the Company has acquired an exclusive license
to certain technology. |
| (b) | “Technology” means all ideas, concepts, business and trade names, trademarks,
know-how, trade secrets, inventions, improvements, devices, methods, processes and
discoveries, whether patentable or not, and whether or not reduced to writing or other
tangible form or to actual or constructive practice which either: (i) are part of the
technology licensed to the Company under the UBC Licenses; or (ii) are otherwise
developed or acquired on behalf of or by the Company, including but not limited to the
technology licensed to the Company under the agreements with Isis Pharmaceuticals. |
| 10.2 | The Employee acknowledges and agrees that the Company is currently engaged in the development
and commercialization of the Technology. In consideration of the Employee’s employment by the
Company, the Employee hereby transfers and assigns to the Company all intellectual property
rights, arising during the term of this Agreement in and to all ideas, know-how, discoveries,
inventions, documents or other information relating to the Technology as well as any copyright
and other rights in any designs, plans, specifications, documents or other work relating to
the Technology. |
| 10.3 | The Employee agrees that any and all ideas, discoveries, inventions and improvements
(collectively, the “Inventions”) which he may conceive or make during the period of his
employment, either alone or jointly with others, whether or not reduced to practice, relating
or in any way appertaining to or connected with the Technology shall be the sole and exclusive
property of the Company. The Employee will, whenever so requested by the Company, execute any
and all applications, assignments, and other instruments which the Company shall deem
necessary in order to apply for and obtain letters patent of Canada or foreign countries for
said Inventions or for any other reason. |
| 10.4 | The Employee further acknowledges and agrees that all copyright and other rights in any
designs, plans, specifications, documents or other work (“Work”) he creates during the period
of his employment with the Company, whether or not such Work is created in the course of his
employment, relating to the Technology or to the Business, shall be the sole and exclusive
property of the Company. The Employee hereby assigns all such rights to the Company. The
Employee will, whenever so requested by the Company, execute any and all applications,
assignments, and other instruments which the Company shall deem necessary in order to apply
for and obtain registration of copyright in any Work in Canada or foreign countries. |
| 10.5 | The Employee waives all moral rights or author’s rights in any Work he may create during the
period of his employment with the Company. |
| 10.6 | At the commencement of his employment, and at all times during the term of this Agreement,
the Employee will promptly disclose to the Company in writing and in full and enabling detail,
all Inventions he has conceived or created, whether in the course of his employment or
otherwise, relating to the Business. |
| 10.7 | The foregoing obligations shall continue beyond the termination of the term of this Agreement
with respect to any and all Inventions or Work conceived or made by the Employee during the
term hereof or otherwise assigned by the Employee to the Company and shall be binding on the
Employee’s assigns, executors, administrators or other legal representatives. |
| 11.1 | This Agreement shall be the whole and complete agreement between the parties hereto with
respect to the employment of the Employee; it replaces and supersedes any and all previous
verbal or written agreements that may have been entered into between the parties hereto. This
Agreement may not be amended or modified except by written amendment signed between the
parties hereto. |
| 11.2 | In the event that any part of this Agreement shall be determined at any time to be invalid,
such provisions shall be deemed severable and deleted herefrom and the remainder of this
Agreement shall constitute the whole agreement of the parties hereto and shall, except as
hereinbefore provided, continue in full force and effect. |
| 11.3 | The Employee hereby confirms that he is not a party to any agreement or under any other
obligation to anyone, including any former employer, nor does the Employee have any other
interest which is inconsistent with or in conflict with or which would prevent, limit or
impair the Employee’s performance of any obligations hereunder which the Employee has not
disclosed in writing to the Company. The Employee acknowledges that the Company is not
requesting the Employee disclose any confidential information which the Employee may have
obtained from a former employer. |
| 11.4 | The Employee acknowledges that a breach by the Employee of any of the covenants contained in
Articles 7, 8, 9 and 10 of this Agreement shall result in damages to the Company and that the
Company could not be adequately compensated for such damages by a monetary award.
Accordingly, in the event of any such breach, in addition to all other remedies available to
the Company at law or in equity, the Company shall be entitled as a matter of right to apply
to a court of competent jurisdiction for such relief by way of restraining order, temporary or
permanent injunction, decree or otherwise, as may be appropriate to ensure compliance with the
provisions of this Agreement. |
| 11.5 | The Employee acknowledges that the restrictions contained in Articles 7, 8, 9 and 10 are
reasonable and valid and the Employee hereby waives all defences to the strict enforcement
thereof by the Company. |
| 11.6 | The Employee acknowledges that he has had the opportunity to receive independent legal advice
regarding the execution of this Agreement and that he understands the contents of this
agreement and that he is executing the same voluntarily and without pressure from the Company
or anyone on its behalf. |
| 11.7 | This Agreement shall enure to the benefit of and be binding upon the parties hereto, their
respective successors, heirs, representatives, administrators and the assigns of the Company.
The Employee shall not assign or transfer this Agreement or any of his rights or obligations
hereunder. |
| 11.8 | The provisions of Articles 7, 8, 9, 10 and 11 shall survive the termination of this
Agreement. |
|
| 11.9 | Any amount payable under this Agreement shall be paid in Canadian currency. |
| 11.10 | This Agreement shall be governed by and construed according to the laws of the Province of
British Columbia, and both parties hereto hereby agree that the Courts of the Province of
British Columbia have exclusive jurisdiction in any dispute, action, cause or action or
otherwise that may arise from this Agreement. |
| 11.11 | Any notice or other communication or writing required or permitted to be given under this
Agreement or for the purposes of this Agreement shall be in writing and shall be sufficiently
given if delivered personally, or if transmitted by facsimile transmission (with original to
follow by mail) or other form of recorded communication, tested prior to transmission, to: |
| (a) | if to the Company: |
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400, 1001 West Broadway Vancouver, British Columbia V6H 4B1 Telephone: 604-736-3678 Facsimile: 604-736-3687 Attention: the President |
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| (b) | if to the Employee: |
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Cameron Lawrence 309 – 27 Alexander Street Vancouver, British Columbia V6A 1B2 Telephone: 604-318-8128 |
| 11.12 | No amendment or waiver of any provision of this Agreement shall be binding on any party
unless consented to in writing by such party and approved by the Board in the case of the
Company. No waiver of any provision of this Agreement shall constitute a waiver of any other
provision nor shall any waiver constitute a continuing waiver unless otherwise provided. |
SIGNED, SEALED AND DELIVERED
|
) | |||||||||
in the presence of
|
) | |||||||||
| ) | ||||||||||
| ) | ||||||||||
/s/ Sandra Thomson
|
) | /s/ Cameron Lawrence | ||||||||
Witness
|
) | CAMERON LAWRENCE | ||||||||
| ONCOGENEX TECHNOLOGIES INC. | ||||||||||
| /s/ Scott Cormack | ||||||||||
| (Authorized Signatory) |
| A. | Up to 50% of Bonus based on the Company’s achievement of Corporate Objectives: |
|
| B. | Up to 30% of Bonus based on the Employee’s achievement of Personal Objectives: |
|
| C. | Up to 20% of Bonus based on the Employee’s performance as determined by the team under the
360 Performance Review. |