UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 20, 2015
Date of Report (Date of Earliest Event
Reported)
IntelGenx Technologies Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
000-31187 |
870299034 |
(State or other jurisdiction of |
(Commission File |
(IRS Employer Identification |
incorporation) |
Number) |
No.) |
6425 Abrams, Ville St- Laurent, Quebec, Canada
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H4S 1X9 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (514)
331-7440
Check the appropriate box below if the Form 8K fining is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17CFR230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communication pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 5.02. |
Appointment of Certain Officers.
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Effective July 20, 2015, the Board of Directors of IntelGenx
Technologies Corp. (the Company) has appointed Andre Godin to serve as the
Companys Chief Financial Officer pursuant to the terms and conditions of a
Memorandum of Agreement (the Agreement).
Mr. Godin has more than 25 years experience in the
Biotech/Pharma industry. Most recently, he served as Interim CEO and CFO of
Neptune Technologies and Bioresources Inc. and both of its subsidiaries Acasti
and NeuroBioPharm. He started with Neptune in 2003 as Vice President,
Administration and Finance and was named its CFO in 2008. Prior to joining
Neptune, Mr. Godin was President of a dietary supplement corporation and a
corporate controller for a pharmaceutical corporation in OTC products.
The Company is not aware of any family relationships, by blood,
marriage or adoption, between Mr. Godin and any other director, executive
officer, or nominee as a director or officer of the Company.
On July 20, 2015 and effective August 24, 2015, IntelGenx
Corp., a wholly owned subsidiary of the Company entered into the Agreement with
Andre Godin. Pursuant to the Agreement Mr. Godin will be appointed as the
Executive Vice-President and Chief Financial Officer of IntelGenx Corp.
Under the terms of the Agreement, Mr. Godin will be paid an
annual salary of $240,000 beginning on August 24, 2015 (the Commencement
Date). Mr. Godin shall also receive a monthly automobile allowance of $850.
Pursuant to the Agreement, Mr. Godin was granted 600,000 options to purchase
common shares under the Companys 2006 Stock Option Plan. The options have an
exercise price of US$ 0.58/C$ 0.75, vest over a period of two years at the rate
of 25% every six months, and expire on July 20, 2020. Mr. Godin is also entitled
to receive an annual bonus of up to 40% of his base salary for meeting certain
performance targets.
If Mr. Godin is terminated for any reason other than for Cause
(as defined in the Agreement), then he shall (i) receive a lump sum payment of
his base salary that would have been payable for a 12 month period (the
Severance Period), (ii) be entitled to continued participation in employee
benefit plans ending on the earlier of the end of the Severance Period and
receipt of equivalent plans of a subsequent employer, and (iii) receive payment
of any accrued bonus. In addition, all unvested stock options shall vest
immediately (collectively the Termination Benefits).
On the occurrence of a Change in Control (as defined in the
Agreement), Mr. Godin may terminate the Agreement within a period of six months
and the Company shall be required to provide Mr. Godin with the Termination
Benefits.
The Agreement contains non-competition and non-solicitation
provisions for a period of twelve months on termination of the Agreement for
whatever reason whether voluntary or involuntary.
The foregoing description of the Agreement is qualified in its
entirety by reference to the copy of the Agreement which appears as Exhibit 10.1
to this Current Report on Form 8-K.
On July 20, 2014, the Company issued a press release announcing
the appointment of Mr. Godin. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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INTELGENX TECHNOLOGIES CORP.
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Dated: July 20, 2015 |
By:
/s/Horst G. Zerbe |
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Horst G. Zerbe |
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President and Chief Executive Officer
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EXECUTION COPY
MEMORANDUM OF AGREEMENT executed at Montreal, Quebec,
this 20th day of July, 2015.
BETWEEN: |
INTELGENX CORP., a corporation constituted under
the laws of Canada, having its head office at 6425 Abrams, Ville
St.-Laurent, Quebec H4S 1X9 duly represented herein by Dr. Horst Zerbe,
its CEO and President, duly authorized to do so as he declares |
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(hereinafter called the Corporation)
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AND: |
André Godin, domiciled and residing at 440 des
Carmantines, Laval, Quebec, H7X 0B6 |
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(hereinafter called the Executive)
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WHEREAS the Corporation has undertaken to retain the
Executive in the positions of Executive Vice-President and Chief Financial
Officer beginning August 24, 2015 and the Executive agrees to be so retained,
the whole at-will and under the terms and conditions set forth in this
Memorandum of Agreement (Agreement);
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. |
Preamble |
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The preamble of this Agreement and its Schedule(s) shall
form an integral part hereof. Any payments due to the Executive under the
terms of this agreement shall be in lawful Canadian currency. |
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2. |
Employment |
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Subject to the terms and conditions hereinafter set
forth, the Corporation hereby agrees to retain the Executive in the
positions of Executive Vice-President and Chief Financial Officer
beginning August 24, 2015 (the Commencement Date), and the
Executive hereby agrees to serve in such capacities. |
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3. |
Term of Employment |
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Subject to the specific provisions hereinafter set forth
respecting the termination of the Executives employment, the employment
of the Executive shall be for an indeterminate term, commencing upon the
Commencement Date. In this Agreement, each calendar year beginning on
January 1, 2016, or fraction thereof, during the term of this Memorandum
of Agreement is referred to as an Employment Year. All rights and
obligations hereunder shall be prorated during any employment period of
less than an Employment Year. |
4. |
Duties and
Responsibilities |
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4.1 |
The Executive will devote substantially all of the
Executives business hours to, and, during such time, will make the best
use of the Executives energy, knowledge and training in advancing the
Corporations interests. The Executive will have such duties, authority
and responsibilities as shall be consistent with his positions diligently
and conscientiously, and perform the duties of Executives management
title within the general guidelines outlined in the Executive Vice-
President and Chief Financial Officer job description, attached here to as
Schedule A, as modified from time to time by the President and
Chief Executive Officer during the first Employment Year. |
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4.2 |
Beginning upon the Commencement Date, Executive shall
report to the President and Chief Executive Officer of the
Corporation. |
5. |
Salary |
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The Executive shall receive from the Corporation an
annual salary of Two Hundred Forty Thousand Dollars ($240,000) (the
Base Salary), beginning upon the Commencement Date. The Base
Salary shall be subject to review by the Compensation Committee of the
Board on a yearly basis thereafter, provided that such Base Salary, as in
effect from time to time, may be increased but not reduced. Salary shall
be paid to the Executive in 26 equal consecutive bi-weekly installments or
in such other manner as may from time to time be agreed between the
Corporation and the Executive, less all appropriate withholdings required
by law, and pursuant to the Corporations regular payroll
practices. |
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6. |
Automobile |
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The Corporation shall pay to the Executive a monthly
automobile allowance in the amount of Eight Hundred Fifty Dollars ($850),
which shall cover all related operating expenses, including, without
limitation, insurance, registration, gas, maintenance and
repairs. |
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7. |
Business Expenses |
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The Corporation shall reimburse the Executive for all
reasonable traveling, entertainment and other business expenses actually
and properly incurred by him in connection with the performance of his
duties hereunder upon presentation of acceptable documentary evidence that
such expenses have been incurred. |
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8. |
Directors and Officers Liability
Insurance |
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The Corporation hereby agrees to indemnify the Executive
in accordance with the provisions of its by-laws, as such provisions may
be expanded from time to time. The Executive will be covered by the
Corporations directors and officers liability
insurance. |
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9.1 |
Benefit Plans |
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The Executive shall be entitled to participate in such
group life, medical and disability insurance plans as may be provided by
the Corporation for its senior management executives from time to
time. |
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9.2 |
Communications Equipment |
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The Corporation shall provide the Executive and pay for a
mobile telephone, laptop computer and other communications equipment that
the Executive may use in connection with his duties hereunder (e.g. home
fax, home internet access, smartphone etc.), and shall pay for the monthly
fees and reasonable use of same. Such devices shall be returned to the
Corporation upon termination of the Executives
employment. |
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10.1 |
Short Term Incentive Plan: Bonus |
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The Executive shall be entitled to receive an annual
bonus in respect of each fiscal year that falls, in whole or in part,
during the term of the Executives employment hereunder, which will be
awarded on the basis of accomplishment of specific objectives in two
categories, namely company performance and personal goals. |
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The Executives target bonus for meeting such performance
targets shall be up to forty percent (40%) of Base Salary. Assessment of
performance level will be based fifty percent (50%) on defined financial
and other criteria for the Corporation, and fifty percent (50%) on the
accomplishment of specified personal performance goals by the Executive.
With both of these categories, a value will be placed on each specific
element within that category. This approach is consistent with the current
bonus program in place for senior management team. |
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The establishment and elaboration of the criteria for
both of these performance categories, prior to the commencement of any
year, and the subsequent assessment of performance results within those
categories at year end, shall be done by the Compensation Committee of the
Board in its sole discretion, in consultation with the CEO, Chairman of
the Board, and Executive, so as to reach a conclusion on the extent to
which the bonus has been earned. Performance targets shall be established
by the Executive and the Board before or within the first quarter of each
fiscal year. |
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Any bonus payable pursuant to this Section 10.1 shall be
payable following the fiscal year-end and subject to board approval of any
bonus payable and of the audited financial statements or at such other
time as may be agreed upon between the Executive and the Corporation. Any
performance bonus payable under the Corporations STIP program for 2015 shall be prorated for the
period August 24 to December 31, 2015. |
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10.2 |
Long Term Incentive Plan: Stock
Options |
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Pursuant to the terms of a separate stock option
agreement to be executed between the Corporation and the Executive, the
Corporation has agreed to grant to the Executive a total of six hundred
thousand (600,000) stock options which shall vest in accordance with the
terms of such separate stock option agreement to be executed between the
Corporation and the Executive. Any grant of stock options to the Executive
will be subject to such terms and conditions as are set out in the
Corporations stock option plan. |
11. |
Vacation |
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During each twelve (12) month period of his employment,
the Executive shall be entitled to twenty five (25) days paid vacation, to
be taken at such time(s) convenient to the Executive and the
Corporation. |
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12. |
Termination of
Employment |
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12.1 |
For purposes of this Section 12 and of Section 13 of this
Agreement, the following words and expressions shall have the meaning
ascribed to them below: |
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(a) |
Accruals means: (i) any accrued but unpaid Base
Salary and accrued but unpaid vacation pay through to the date of
termination of employment of the Executive; (ii) benefits accrued and
earned by the Executive through to the date of termination (if any) in
accordance with the applicable plans and programs of the Corporation; and
(iii) any business expenses incurred by the Executive in accordance with
the provisions hereof, but not yet paid as of the date of termination,
less all appropriate withholdings required by law; and |
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(b) |
Cause shall mean serious reason, as
contemplated by Article 2094 of the Civil Code of
Quebec. |
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12.2 |
If the Executive shall die, this Agreement shall
terminate and the Corporation shall have no further obligations hereunder
except to pay to the Executive (or his estate, as the case may be) any
Accruals. If the Executive shall voluntarily resign from his employment
with the Corporation at any time other than as described in section 13 of
this Agreement, he shall be required to give 15 business days written
notice to the Corporation. |
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12.3 |
Notwithstanding anything contained herein, the
Corporation may terminate the employment of the Executive under this
Agreement by notice in writing to the Executive, given at any time, in any
of the following events: |
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(a) |
for Cause, in which case the Executive shall not be
entitled to a notice period or to any compensation, damages or payment of
any nature whatsoever, save for any Accruals; or |
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(b) |
for any reason whatsoever (other than the reasons set out
in sub- paragraph a) of this Section 12.3 above, the consequences of which
are set forth therein) in which case, in addition to the payment of any
Accruals, the Executive shall be entitled to the following payments and
benefits in respect of a 12 (twelve) month period (the Severance
Period), less all appropriate withholdings required by law, such payments
and benefits being hereinafter referred to as the Termination
Benefits: |
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(i) |
payment of a lump-sum indemnity equivalent to the
aggregate amount of Base Salary that would have been payable during the
Severance Period. Payment of this amount may instead be made by way of
salary continuance, if so elected by the Executive; |
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(ii) |
continued participation in all employee benefits plans
and programs in which the Executive was participating on the date of
termination of employment, if and as permitted thereunder, until the
earlier of: (i) the expiration of the Severance Period; and (ii) the date
on which the Executive receives equivalent coverage and benefits under
other plans and programs of a subsequent employer; |
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(iii) |
payment of a bonus covering the period from the beginning
of the then current fiscal year through to the date of termination of
employment. |
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(iv) |
any stock options that are unvested at the date of
termination of employment shall immediately vest and expire six months
after the date of termination of employment |
Except for any payments due to the
Executive under 12.3 (b)(iii), all payments to the Executive contemplated by the
Termination Benefits shall be made by the Corporation within ten (10) days of
the date of termination of the Executives employment. Any bonus payment due to
the Executive pursuant to 12.3 (b)(iii) shall be payable following the fiscal
year-end in accordance with the provisions of section 10.1. Furthermore, it is
specifically understood and agreed that the Executive shall have no obligation
to mitigate damages or seek other employment or compensation in the event he is
entitled to receive Termination Benefits under any provision of this Agreement,
and except as otherwise expressly provided, payments made as part of such
Termination Benefits shall not be offset by compensation or remuneration
received from other sources.
13. |
Termination by the Executive following a Change in
Control |
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13.1 |
For purposes of this Section 13 and only for such
purposes, Change in Control shall mean: |
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any change of control, in fact or in law, including any
sale, transfer or any other disposition or transaction or series thereof,
directly or indirectly, pursuant to or as a result of which any person or
group of persons acting together or in concert shall acquire, hold or
exercise, whether directly or indirectly, rights over securities to which
are attached more than fifty percent (50%) of the votes that may be cast
to elect directors of the Corporation, or which entitle the holder(s)
thereof to more than fifty percent (50%) of the economic value of the
Corporation but shall not include a change of control resulting from the
issuance by the Corporation of securities from treasury pursuant to a
financing. |
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The Executive may terminate his employment hereunder at
any time within a period of six (6) months following a Change in Control,
subject to a requirement to give 15 business days written notice to the
Corporation; in such event, the Corporation shall be required to pay the
Executive any Accruals, and provide him with the Termination
Benefits. |
14. |
Sufficiency of Payment |
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The Executive acknowledges that the amounts and benefits
contemplated in Section 12 hereof are fair and reasonable and that such
amounts cover any and all amounts which may be owing or payable by the
Corporation in respect of his employment and the termination thereof,
whether as prior notice, compensatory payment in lieu of prior notice,
indemnity in lieu of notice of termination, severance pay, vacation,
bonus, incentive, allowance, expenses, benefits or contractual or
extra-contractual damages pursuant to any provision of law, contract,
policy, plan, regulation, decree or practice whatsoever. Except as
expressly contemplated in Section 12 and except for any rights which he
may have with respect to the indemnification to be provided by the
Corporation pursuant to Section 8, whether under its by-laws or otherwise,
the Executive specifically acknowledges and agrees that neither he nor his
estate shall be entitled to receive any other or additional amounts from
the Corporation upon ceasing to be an
employee. |
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15.1 |
The Executive acknowledges that, in the course of his
employment with the Corporation, he will have access to and be entrusted
with confidential and proprietary information and trade secrets of or
relating to the Corporation, which information is not part of the public
domain, and which the Corporation has a legitimate interest in protecting.
Such information and trade secrets include, but are not be limited to the
following: |
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(a) |
The identity of the Corporations clients; the
Corporations client lists; the products and/or services offered or
provided to the Corporations clients, the prices charged for such
products or services; the volume of sales made to such clients, the
particular needs of such clients; and the methods
or arrangements implemented by the Corporation or any Member
thereof to service or do business with such clients; |
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(b) |
The identity of the Corporations suppliers; lists of
suppliers; the products and/or services purchased from such suppliers, the
prices paid to such suppliers, and the financial or other particular
arrangements made between such suppliers and the Corporation or any Member
thereof, |
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(c) |
The identity of the Corporations employees, the list(s)
of employees of any Member of the Corporation, the salary, remuneration,
other employment benefits and/or training provided to such
employees; |
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(d) |
Any information concerning the actual or planned
creation, production, development, marketing, sale, distribution and/or
licensing of any products or services by the Corporation or any Member
thereof; |
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(e) |
Any technique, process, method of doing business, or
sales, marketing, product development or business plans or strategies,
surveys, designs, inventions or other intellectual property of the
Corporation or any Member thereof, including all antecedent derivative
works; and |
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(f) |
Any information concerning the financial affairs of the
Corporation or any Member thereof and any negotiations, licensing or other
business agreements between any Member of the Corporation and third
parties. |
Sections 15.1(a) (f) are referred to
collectively as Confidential Information. The Executive acknowledges
and agrees that the foregoing are only examples of the types of trade secrets,
confidential and proprietary information that will be made known to him by
reason of his employment with the Corporation, and are not to be construed as an
exhaustive list of such information. It is also understood that the term
Confidential Information does not include information which is or becomes
generally known to the public without any breach by the Executive of his
obligations hereunder or any fault on the part of the Executive.
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15.2 |
The Executive covenants and agrees that, during his
employment with the Corporation, and at all times subsequent to the
termination of his said employment, for whatever reason, whether voluntary
or involuntary, he shall not, directly or indirectly, in any manner or for
any purpose whatsoever, except for the business purposes of the
Corporation and as may be reasonably required in the normal and loyal
performance of his employment duties hereunder or unless and to the extent
he is specifically required to do so by Court order, use, copy or
reproduce or allow to be used, copied or reproduced any Confidential
Information or disclose, transmit, transfer or communicate or allow to be
disclosed, transmitted, transferred or communicated any Confidential
Information to any person, firm, business, corporation, partnership, joint
venture, syndicate, association, governmental organization or authority,
or any other type of entity or group, endowed or not with juridical
personality. |
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15.3 |
The Executive acknowledges and agrees that the
Confidential Information, and all materials, documents, files and records
relating thereto, are and shall remain the exclusive property of the
Corporation. |
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15.4 |
The Executive covenants and agrees that, upon the request
of the Corporation and, in any event, upon the termination of his
employment with the Corporation, for whatever reason, whether voluntary or
involuntary, he will return to the Corporation immediately, without making
or keeping any copies or reproductions thereof, in whatever form, all
Confidential Information, however captured, stored or recorded, as well as
all materials, documents, files, records, diskettes, notebooks, and other
property of the Corporation which are in his possession, or under his
custody or control. |
16. |
Intellectual
Property |
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16.1 |
Any and all inventions and improvements thereon,
processes, information and/or data which the Executive may make, conceive
and/or compile during his employment, whether alone or in concert with
others, relating or in any way pertaining to, or connected with any of the
matters which have been, are or may become, during his employment, the
subject of the business, investigations and/or research and development
program of the Corporation or in which the Corporation has been, is or may
become interested during his employment (collectively, the
Inventions), shall be the sole and exclusive property of the
Corporation. The Executive hereby assigns to the Corporation, without any
limitation whatsoever, any and all right, title and interest in and to the
Inventions. |
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Further, the Executive hereby waives, without any
limitation whatsoever, to the benefit of the Corporation, its successors,
assigns and licensees any moral rights which he may have with respect to
the Inventions for the term of such right. |
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16.2 |
The Executive will, whenever requested to do so by the
Corporation, either during or after the termination of his employment, for
any reason whatsoever, execute any and all applications, assignments and
other instruments which the Corporation shall deem necessary in order to
apply for and obtain letters patent of Canada and/or foreign countries for
such Inventions and in order to assign and convey to the Corporation the
sole and exclusive right, title and interest in and to such Inventions,
applications and patents. |
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16.3 |
To the end that Sections 16.1 and 16.2 hereof may be
effectively carried out, the Executive shall promptly inform and disclose
to the Corporation all inventions, improvements, processes, applications,
data and/or other information made, conceived and/or compiled by him
during the Term. |
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16.4 |
The requirements of this Section 16 do not apply to any
intellectual property which covers those inventions for which no
equipment, supplies, facility or trade secret information of the
Corporation was used and which was developed entirely on the Executives
own time, and: |
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(a) |
which does not relate directly to the Corporations
business or to the Corporations actual or demonstrably anticipated
research or development, or |
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(b) |
which does not result from any work the Executive
performed for the Corporation. Except as previously disclosed to the
Corporation in writing, the Executive does not have, and will not assert,
any claims to or rights under any intellectual property as having been
made, conceived, authored or acquired by the Executive prior to his
employment by the Corporation. |
17. |
Non-Competition and Non-Solicitation
Covenants |
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17.1 |
The Executive expressly covenants and agrees that, during
his employment and for a period of twelve (12) months from the date on
which his employment by the Corporation terminates, for whatever reason,
whether voluntary or involuntary, he will not, directly or
indirectly: |
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(a) |
anywhere in North America, engage in, whether as a sole
proprietor, partner, shareholder or in any other proprietary capacity
whatsoever, or provide support and/or assistance in any other form
whatsoever, to any person, firm or corporation engaged in developing,
manufacturing, licensing, marketing or distributing any product that
competes with a product developed, manufactured, licensed, marketed or
distributed by the Corporation during the Term or at the date of such
termination of employment, as the case may be; provided that investments
in securities representing less than 10% of the voting securities of any
entity the shares of which are publicly traded shall not be deemed a
violation of this subparagraph a); |
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(b) |
anywhere in North America, be employed by, act as an
Executive or adviser to, or be the agent or representative of any person,
firm or corporation engaged in developing, manufacturing, licensing,
marketing or distributing any product that competes with a product
developed, manufactured, licensed, marketed or distributed by the
Corporation during the Term or at the date of such termination of
employment, as the case may be; |
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(c) |
solicit or attempt to solicit any customer or entice any
such customer of the Corporation to cease dealing with the Corporation, in
all such cases with a view to giving, selling or providing to such
customer any products or services similar to the products or services sold
or provided by the Corporation at the time of the cessation of his
employment; |
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(d) |
solicit, induce, or otherwise persuade any executive or
Executive of the Corporation to terminate his employment or to cease
providing services to the Corporation. |
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In the event that in any legal proceedings before a competent
tribunal in any jurisdiction, it is determined that either of Sub-sections a),
b), c) or d) of Section 17 above, or any part of the said Sub-sections, is
invalid with respect to any particular transaction, that Sub-section or part
thereof shall be deemed to be severed from this Agreement for the purposes only
of the particular legal proceedings in question, and the said Sub-section shall,
in every other respect, continue in full force and effect.
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17.2 |
The restrictions contained in Section 17.1 will not
prevent the Executive from accepting employment with any larger
pharmaceutical or medical products organization with separate and distinct
divisions that do not compete, directly or indirectly, with the
Corporation, as long as prior to accepting such employment the Corporation
receives separate written assurances from the prospective employer and
from the Executive, satisfactory to the Corporation, to the effect that
the Executive will not render any services, directly or indirectly, to any
division or business unit that competes, directly or indirectly, with the
Corporation. During the restrictive period set forth in Section 17.1, the
Executive will inform any new employer, prior to accepting employment, of
the existence of this Agreement and provide such employer with a copy of
this Agreement. Further, the restrictions in Section 17.1 will not
prohibit the Executive from owning up to 5% of the capital stock of a
publicly traded pharmaceutical or medical device company even if such
public company has a product line which may compete with a Corporation
Product. In the event that in any legal proceedings before a competent
tribunal in any jurisdiction, it is determined that any of Sections
17.1(a), (b), (c) or (d) or any part of the said Sub-sections, is invalid
with respect to any particular transaction, that Sub-section or part
thereof shall be deemed to be severed from this Agreement for the purposes
only of the particular legal proceedings in question, and the said
Sub-section shall, in every other respect, continue in full force and
effect. |
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18.1 |
The Executive hereby agrees that the restrictions in the
foregoing sections and paragraphs are reasonable and necessary in order to
permit the Corporation to adequately protect its legitimate interests and
competitive position in the marketplace. |
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18.2 |
The Executive acknowledges that, in the event of any
breach by him of any of his obligations under sections 15, 16, 17 and 18,
such breach shall cause the Corporation serious and irreparable harm and
that injunctive relief will be necessary in such event, without prejudice
to any other recourses or remedies available to the
Corporation. |
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19.1 |
The Executive acknowledges that this Agreement is a
contract by mutual agreement for at-will employment which has been
negotiated and discussed between the parties and entered into as a result
thereof. |
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19.2 |
The terms of this Agreement have been reviewed, voted on,
and unanimously approved by the Corporations Board of
Directors. |
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19.3 |
Except for the 2012 Stock Incentive Plan and the stock
option agreement referenced in Section 10.2, this Agreement constitutes
the entire agreement between the parties hereto with respect to the
subject matter hereof, contains all of the agreements between the parties
hereto and supersedes all prior written or oral agreements hereto with
respect to the subject hereof and any and all such prior written or oral
agreements are hereby terminated. |
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19.4 |
No amendment to this Agreement shall be valid or binding
unless set forth in writing and duly executed by both of the parties
hereto. No waiver of any breach of any provision of this Agreement shall
be effective or binding unless made in writing and signed by the party
purporting to give the same and, unless otherwise provided in the written
waiver, shall be limited to the specific breach waived. |
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19.5 |
Each and every term, condition and provision of this
Agreement is and shall be severable one from the other, and in the event
that any term, condition or provision hereof is at any time declared by a
court of competent jurisdiction to be void, invalid or unenforceable, same
shall not extend to invalidate, make void or make unenforceable any
condition or provision of this Agreement, and such term, condition or
provision so declared to be void, invalid or unenforceable shall be
severed from the rest of this Agreement. |
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19.6 |
This Agreement shall be binding upon and shall enure to
the benefit of the parties hereto, their respective successors, legal
representatives and permitted assigns. |
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19.7 |
The provisions of Sections 15, 16, 17, and 18 shall
survive the termination of this Agreement. |
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19.8 |
The paragraph and section headings herein are for
convenience of reference only and shall not affect in any way the meaning
or interpretation of this Agreement. |
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19.9 |
This Agreement shall be governed by and construed in
accordance with the laws of the Province of Quebec. The courts of the
Province of Quebec shall have exclusive jurisdiction with respect to any
disagreement or dispute between the parties regarding this
Agreement. |
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19.10 |
Time is of the essence of this Agreement. |
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19.11 |
The parties acknowledge that they have required that the
present Agreement, as well as all documents, notices and legal proceedings
entered into, given or instituted pursuant or relating directly or indirectly hereto
be drawn up in English. Les parties reconnaissent avoir exigé la redaction en
anglais de la présente convention ainsi que de tous documents exécutés, avis
donnés et toutes poursuites judiciaires intentées, directement ou indirectement,
relativement ou à la suite de la présente convention. |
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AND THE PARTIES HAVE SIGNED:
INTELGENX CORP. |
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Per: |
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André Godin |
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SCHEDULE A:
Job Description Executive Vice-President and Chief
Financial Officer
The Chief Financial Officer is accountable for the
administrative, financial, and risk management operations of the Corporation. He
will have primary responsibility for planning, implementing, managing and
controlling all financial-related activities including the development of
financial and operational strategies.
His role includes the direct responsibility for accounting,
finance, forecasting, strategic planning, job costing, deal analysis and
negotiations and investor relations.
The Chief Financial Officer is a member of the Executive Team
and will report directly to the President and Chief Executive Officer of the
Corporation. As the Executive Vice President, he will assume a strategic role in
the overall management of the company.
Duties and Responsibilities
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Assist in performing all tasks necessary to
achieve the organization's mission; help execute staff succession and
growth plans; assist the Chief Executive Officer and the Board of
Directors in formulating the companys future direction and supporting
tactical initiatives. |
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Monitor and direct strategic business plans.
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Provide strategic recommendations to enhance
financial performance. |
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Supervise financing and acquisition due
diligence and negotiate financings and acquisitions. |
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Oversee the production of financial statements
and cash flow projections for use by |
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Executive Management, as well as the Audit
Committee and Board of Directors; |
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Manage and coordinate all fiscal reporting
activities for the Corporation. |
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Participate in developing new business; assess
the benefits of all prospective contracts and advise the Executive Team on
program design and budgets as well as cost effectiveness of development
and manufacturing services. |
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Ensure effective internal controls are in place
and compliance with GAAP and applicable regulatory legislation for
financial and tax reporting. |
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Train the Finance Unit and other staff on
raising awareness and knowledge of financial management matters. |
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Oversee and coordinate the preparation of an
operating budget. Work with the VP of Operations to ensure compliance with
all contractual requirements. |
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Oversee all purchasing and payroll activity of
the Corporation. |
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Attend Board and Subcommittee meetings;
including being the lead staff on the Audit/Finance Committee. |
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Monitor banking activities of the organization.
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Ensure adequate cash flow to meet the
organization's needs. |
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Oversee Accounts Payable and Accounts
Receivable and ensure a disaster recovery plan is in place. |
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Oversee business insurance plans and health
care coverage analysis. |
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Oversee the maintenance of the inventory of all
fixed assets. |
14
IntelGenx Appoints André Godin as New Executive Vice-President and Chief Financial Officer
Saint Laurent, Quebec-(July 20, 2015) - IntelGenx Technologies Corp. (TSXV: IGX) (OTCQX: IGXT) (the "Company" or "IntelGenx") today announced that it entered into an employment agreement with André Godin, CPA, CA as Executive Vice-President
and Chief Financial Officer effective August 24, 2015. The board has appointed Mr. Godin as Chief Financial Officer effective immediately.
The board of directors granted stock options to acquire 600,000 common shares under the 2006 Stock Option Plan to Mr. Godin as per his employment agreement. The options have an exercise price of US$0.58(CAD$ 0.75), vest over a period of two
years at the rate of 25% every six months, and expire on July 20, 2020.
Mr. Godin has more than 25 years experience in the Biotech/Pharma industry. Most recently, he served as Interim CEO and CFO of Neptune Technologies and Bioresources Inc. and both of its subsidiaries Acasti and NeuroBioPharm. He started with Neptune
in 2003 as Vice President, Administration and Finance and was named its Chief Financial Officer in 2008. Prior to joining Neptune, Mr. Godin was president of a dietary supplement corporation and a corporate controller for a pharmaceutical
corporation in OTC products.
“André brings a wealth of experience in general and financial management to our team,” said Dr. Horst G. Zerbe, President and CEO of IntelGenx. “During his tenure as the CFO of a NASDAQ and TSX listed company, he raised in
excess of $100 million. His vast experience with capital markets both in the United States and Canada will be a key factor in the company’s future growth. We are very fortunate to have found such a strong leader to join our team.”
Mr. Godin is a member of the Canadian Chartered Professional Accountants and the Canadian Institute of Chartered Accountants. He holds a Bachelor of Business Administration degree from Université du Québec à Montreal.
Mr. Godin will join Dr. Horst Zerbe for the upcoming investor update call of the company in the second week of August.
About IntelGenx:
IntelGenx is a drug delivery company focused on the development of oral controlled-release products as well as novel rapidly disintegrating delivery systems. IntelGenx uses its unique multiple layer delivery system to provide zero-order release of
active drugs in the gastrointestinal tract. IntelGenx has also developed novel delivery technologies for the rapid delivery of pharmaceutically active substances in the oral cavity based on its experience with rapidly disintegrating films.
IntelGenx' development pipeline includes products for the treatment of indications such as severe depression, hypertension, erectile dysfunction, migraine, insomnia, CNS indications, idiopathic pulmonary fibrosis, oncology and pain, as well as
animal health products. More information is available about the company at www.intelgenx.com.
CONTACT:
Dr. Horst G. Zerbe,
President and CEO
horst@IntelGenx.com
T: +1 514-331-7440
F: +1 514-331-0436
www.intelgenx.com
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