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
Date of Report (Date of Earliest Event Reported): November 16, 2015
BIOAMBER INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35905 |
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98-0601045 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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1250 Rene Levesque West, Suite 4310 |
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3850 Annapolis Lane North, Suite 180 |
Montreal, Quebec, Canada H3B 4W8 |
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Plymouth, Minnesota 55447 |
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(Address of principal executive offices) |
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Registrant's telephone number, including area code (514) 844-8000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 16, 2015, BioAmber Inc. (the “Company”) announced that Mario Saucier, 49 , has been appointed as the Company’s Chief Financial Officer effective as of January 4, 2016. Mr. Saucier currently serves (as a consultant to the Company pursuant to a consulting agreement, dated September 28, 2015 (the “Consulting Agreement”), and receives a fee of CAD$200.00 per hour for providing various consulting services to the Company on a case by case basis. Andrew Ashworth, who serves as the Company’s Interim Chief Financial Officer, will continue to serve in that capacity until Mr. Saucier assumes his role as Chief Financial Officer on January 4, 2016. Under the terms of his employment agreement, dated July 28, 2015 (the “Ashworth Employment Agreement”), Mr. Ashworth’s employment will terminate on January 28, 2016.
In connection with his hiring as consultant, Mr. Saucier received options pursuant to the Company’s 2013 stock option and incentive plan and entered into an employment agreement to be effective on January 4, 2016 when he assumes his role as Chief Financial Officer of the Company (the “Employment Agreement”). The options grant Mr. Saucier the right to purchase 200,000 shares of the Company’s common stock with a 10-year term and at an exercise price equal to US$5.13, determined pursuant to the terms of the Company’s equity award grant policy. Twenty-five percent (25%) of the shares underlying the options will vest on January 4, 2017 with the remaining seventy-five percent (75%) to vest monthly over the three (3) following years, subject to Mr. Saucier’s continued employment with the Company and the terms of the Company’s 2013 stock option and incentive plan. At the time of change of control, all his options will vest immediately.
Pursuant to the Employment Agreement, Mr. Saucier will receive a base annual salary of CAD$340,000 and be eligible to receive an annual performance bonus targeted at 50% of his base salary, with the actual amount of such bonus, if any, to be determined by the Board of Directors. Mr. Saucier will also be entitled to participate in the benefits and insurance programs generally available to all Company employees. Under the Employment Agreement, if Mr. Saucier is terminated without cause, he will be entitled to receive a severance payment of an amount equal to nine (9) months gross base salary plus one (1) month per year of service, up to a maximum of twelve (12) months, and a pro rata portion of (i) the average of the bonuses earned by Mr. Saucier for the two previous fiscal years if the termination occurs after December 31, 2017 or (ii) the bonus earned by Mr. Saucier for the previous fiscal year if the termination occurs after December 31, 2016 but on or before December 31, 2017. If Mr. Saucier is terminated without cause in the twelve (12) months following a transaction involving a change of control of the Company, he will be entitled to the severance payment provided in the preceding sentence, except that the nine (9) month period is replaced by a eighteen (18) month period and the maximum of twelve (12) months is replaced by twenty-four (24) months.
The Employment Agreement contains customary confidentiality, non-solicitation and non-competition provisions.
Mr. Saucier was the Chief Financial Officer of Englobe from 2008 to 2013 and the Chief Accounting Officer of Quebecor World from 2005 to 2008. From 1993 to 2005, he held a variety of positions at Bombardier Transport Group, including Vice-President of Finance and Administration, Vice-President SAP Implementation and Vice-President Strategy and Performance. Since 2014, he has been the Chief Financial Officer of Gestion MB5, a privately held holding company for Norduyn Inc. and Transtex Composite Inc. Mr. Saucier is a chartered professional accountant.
The foregoing summaries of and/or references to the Employment Agreement, the Consulting Agreement and the Ashworth Employment Agreement are qualified in their entirety by reference to the complete text of the Employment Agreement, the consulting agreement and the Ashworth Employment Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference.
The full text of the press release issued by the Company on November 16, 2015 is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits
(d) Exhibits
Exhibit |
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Number |
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Description |
10.1 |
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Employment Agreement, dated September 28, 2015, between the Company and Mario Saucier |
10.2 |
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Consulting Agreement, dated September 28, 2015, between the Company and Mario Saucier |
10.3 |
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Employment Agreement, dated July 28, 2015, between the Company and Andrew Ashworth |
99.1 |
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Press Release dated November 16, 2015. |
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.
Date: November 17, 2015 |
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BIOAMBER INC. |
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By: |
/s/Jean-François Huc |
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Jean-François Huc |
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President, Chief Executive Officer and Director |
Exhibit 10.1
EMPLOYMENT AGREEMENT
ENTERED INTO as of September 28 th , 2015.
BETWEEN: |
BIOAMBER CANADA INC. , a corporation duly incorporated in Canada, having a business place located at 1250 Rene-Levesque West, Suite 4310, Montreal, Quebec, H3B 4W8, represented for the purposes hereof by Mr. Jean-Francois Huc, its President, duly authorized as he so declares; (hereinafter referred to as the "Corporation") |
AND: |
MR. MARIO SAUCIER , residing and domiciled at 670, des Vikings, Boucherville, Québec J4B 7S4;
(hereinafter referred to as the "Employee") |
WHEREAS the Corporation is a subsidiary of BioAmber Inc., a Delaware corporation (“BioAmber US”);
WHEREAS the Corporation wishes to employ the Employee as its Chief Financial Officer, also serving as Chief Financial Officer of BioAmber US and its other affiliates;
WHEREAS the Employee wishes to act as the Chief Financial Officer of the Corporation and of BioAmber US and its other affiliates;
WHEREAS the parties hereto wish to determine the terms and conditions pertaining to the employment of the Employee;
THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. |
EMPLOYMENT |
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1.1. |
The Employee shall serve as Chief Financial Officer of the Corporation and of BioAmber US and its other affiliates, and perform the functions and duties attached to such position in all of the Corporation’s and BioAmber US’ sectors of activity, as well as the tasks and duties that the Chief Executive Officer may delegate to the Employee from time to time. The Employee will report to the Chief Executive Officer of the Corporation. |
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2.1. |
In consideration of the Employee’s services pursuant to this Agreement, the Corporation shall: |
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2.1.1. |
pay to the Employee, CAD$13,076.93 bi-weekly which annualizes to CAD$340,000.00, as annual gross base salary, in accordance with the Corporation's and BioAmber US’s remuneration policies; |
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2.1.2. |
review and increase the annualized gross base salary described in section 2.1.1 at the end of each fiscal year end, such salary adjustment being at the discretion of the Board of Directors of the Corporation and of BioAmber US. The salary adjustment is subject to the terms and conditions of the Corporation’s and BioAmber US’s remuneration policies; |
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2.1.3. |
pay to the Employee, in the first quarter of each fiscal year, a target cash bonus of 50% of the gross base salary provided in Section 2.1.1., based on the Employee’s and the Corporation’s performance during the previous fiscal year, such performance evaluation and bonus determination being at the discretion of the Board of Directors of the Corporation and of BioAmber US. The cash bonus is subject to the terms and conditions of the Corporation’s and BioAmber US’s performance bonus plans. |
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STOCK OPTIONS AND OTHER LONG TERM INCENTIVE |
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3.1. |
The Corporation hereby confirms that BioAmber US has granted to the Employee, initially as a consultant (the Employee will serve as a consultant for the benefit of BioAmber US from September 28, 2015 until the entry into effect of this Agreement), 200,000 options pursuant to BioAmber US’s Stock Option and Incentive Plan, giving the Employee the right to acquire 200,000 shares of Common Stock of BioAmber US at a price per share to be determined in accordance with the terms of the Equity Grant Award Policy of BioAmber US, vesting as follows: twenty-five percent (25%) vesting at the first anniversary date following the coming into force of this Agreement and the remaining seventy-five percent (75%) vesting on a monthly basis over the three (3) following years, the whole according to and subject to the terms and conditions of BioAmber US’s Stock Option and Incentive Plan, its other applicable policies and the applicable rules and regulations of the Securities and Exchange Commission and of the New York Stock Exchange. |
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being at the discretion of the Board of Directors of BioAmber US. All grants of securities shall be in accordance with BioAmber US’ Stock Option and Incentive Plan. |
4. |
FRINGE BENEFITS |
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4.1. |
The Employee shall be entitled, as an employee of the Corporation, (i) to the insurance and benefits (including any health, dental, accident, disability and life insurance) approved from time to time by the Board of Directors of the Corporation, (ii) to the reimbursement by the Corporation of his annual professional association dues, as well as his professional mandatory training, (iii) to a parking spot in the Montreal offices of the Corporation, and (iv) to a car allowance of CAD$2,000.00 per month in reimbursement of costs relating to the professional and private use of a car (for tax purposes, the Employee recognizes that the private use of the car represents a taxable benefit). |
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EXPENSES |
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5.1. |
The Corporation agrees to reimburse the Employee, for all the reasonable fees, expenses and disbursements incurred by the Employee in the performance of his duties, on behalf and for the benefit of the Corporation, in accordance with the applicable Corporation’s policies. The Employee shall submit to the Corporation a periodic report together with supporting documents concerning the fees, disbursements and expenses incurred by the Employee in the performance of his duties during the said period. |
6. |
UNDERTAKINGS OF THE EMPLOYEE |
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6.1. |
The Employee undertakes, during the term of this Agreement: |
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6.1.1. |
on a full-time basis, to devote and to use all his efforts and professional knowledge in the exercise of his functions; and |
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6.1.2. |
to act at all times within the scope of his employment and in the best interests of the Corporation, to perform his duties to the best of his ability, faithfully, honestly and diligently and to conform at all times to the instructions and directives that may be given to the Employee by the Chief Executive Officer of the Corporation. |
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7.1. |
The Employee hereby: |
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property rights on any material support of the Works and all intellectual property rights on the Works; |
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7.1.2. |
renounces to any right, and more particularly, but without limitation, to any intellectual property rights which may arise during the execution of the Works, including any moral rights; and |
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7.1.3. |
agrees that the Corporation may dispose of or modify the Works and the rights pertaining to the Works, at its sole discretion, and without any obligation on its part to consult, notify or compensate the Employee. |
8. |
VACATION |
9. |
TERM |
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9.1. |
This Agreement shall take effect on January 4 th , 2016, or at an earlier date if agreed to by the Employee and the Corporation, and continue in force for an undetermined period thereafter. |
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9.2. |
The Employee shall have the right to terminate this Agreement at any time by giving a three (3) month written notice to this effect to the Corporation. |
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9.3. |
In the event that the Corporation terminates the employment of the Employee for any reason whatsoever (other than according to the provision of Section 9.5 hereof), the Employee shall be entitled to receive a severance payment in lieu of notice of an amount equal to nine (9) month’ gross base salary (as set out in Section 2.1.1) plus one month per year of service, up to a maximum of twelve (12) months, and a pro rata portion of (i) the average of the bonuses earned by the Employee pursuant to subsection 2.1.3 for the two previous fiscal years if the termination occurs after the second anniversary date of the effective date of this Agreement or (ii) the bonus earned by the Employee pursuant to subsection 2.1.3 for the previous fiscal year if the termination occurs after the first anniversary date of the effective date of this Agreement (no bonus will be taken into consideration if the termination occurs during the first year following the effective date of this Agreement) (the “Severance Payment”), which Severance Payment shall be inclusive of any amount specifically required to be paid to the Employee pursuant to any applicable labor law (the “Statutory Indemnity”), unless the Statutory Indemnity involves a payment greater than the Severance Payment, in which case the total severance payment due and payable to the Employee pursuant to this Section 9.3 shall be equal to the Statutory Indemnity. |
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9.5. |
This Agreement shall terminate: |
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9.5.1. |
upon the termination of the employment of the Employee resulting from (i) the commitment by the Employee of any act of embezzlement, fraud or similar conduct involving the Corporation, and/or (ii) the commission of any indictable offence by the Employee and/or (iii) the persistent failure of Employee to perform his duties hereunder after notices to do so by the Corporation, or |
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9.5.2. |
upon the death of the Employee, |
in any case without any severance payment in lieu of notice being due.
10. |
CONFIDENTIALITY AND NON-COMPETITION |
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partnership, company or other business organization whether as principal or as agent, mandater, mandatory, officer, partner, director, employee, consultant, shareholder or in any other manner except for the benefit and in the interests of the Corporation or its affiliated companies: |
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10.2.1. |
encourage or attempt to bring any person employed by the Corporation or any of its affiliated companies to leave his employment with the Corporation or its affiliated companies or hire, directly or indirectly, any such employees; and |
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10.2.2. |
be involved in or carry on a business engaged in, involved in or interested in BioAmber US’ and/or the Corporation’s (and/or their affiliates) current or future sectors of activities, being currently related to the development, production and sale of biobased succinic acid and butanediol products, within the territories in which BioAmber US, the Corporation and its affiliates do business; without limiting the preceding, the following entities will be deemed to be involved in BioAmber US’ and the Corporation’s sectors of activities for the purposes of the application of this section 10.2: DSM, Roquette, Reverdia, Myriant, Corbion, BASF, Succinity, Genomatica, PTT Group (including PTTMCC BioChem), Mitsubishi Chemical Corporation and GranBio. |
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10.3. |
The Employee acknowledges that his failure to respect his undertakings and obligations mentioned in 10.1 and 10.2 would be detrimental to the Corporation so as to justify, without prejudice to any other recourse of the Corporation, an injunction and a seizure before judgment, all recourses of the Corporation being cumulative and non-alternative. |
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10.4. |
The Employee acknowledges and agrees that all the restrictions contained in 10.1 and 10.2 are reasonable and valid, in particular in respect of their duration, their scope and the persons they affect, and that these restrictions are essential in order to allow the Corporation and its affiliated companies to adequately protect their position in the field in which they carry on business and operate. |
11. |
ASSIGNMENT |
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11.1. |
Except in the event of a merger or change in control involving the Corporation, the Corporation may not transfer or assign in whole or in part its rights and obligations hereunder without the prior written consent of the Employee. The Employee may not transfer or assign in whole or in part its rights and obligations hereunder. |
12. |
PREAMBLE |
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12.1. |
The preamble forms an integral part of this Agreement. |
13. |
NOTICES |
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13.2. |
Any notice sent in accordance with this Agreement shall be deemed to be received by its recipient at the time of its delivery, if delivered by courier, messenger or by bailiff, or the fifth (5th) business day following its sending by mail, or the business day after its sending by e-mail or fax. However, if ordinary postal service is interrupted and such interruption is by reason of force majeure, the party sending said notice shall use a service that has not been interrupted or send said notice by courier or messenger to ensure prompt delivery of same. Any change of address may be given in the manner above described. |
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14.1. |
This Agreement shall in all respects be interpreted in accordance with and its performance governed by the laws applicable in the province of Quebec without regard to any principle of conflict of laws. |
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14.2. |
Any disputes which cannot be amicably resolved between the parties shall be settled by arbitration in the city of Montreal as follows according to the Rules of the International Chamber of Commerce (ICC) : |
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14.2.1. |
The arbitration shall take place in the city of Montreal, according to the laws applicable in the province of Quebec. |
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14.2.2. |
The decision of arbitration shall be final. Enforcement of the award may be requested by either party through application to any court having jurisdiction. |
15. |
GENERAL PROVISIONS |
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15.1. |
The parties agree to sign all documents and to do all things required to give effect to the provisions of this Agreement. |
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15.2. |
All amounts referred to in this Agreement are so in Canadian Dollars (CAD$). |
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15.3. |
The waiver by a party hereto to the breach of any provision of this Agreement by the other party shall not prevent said party from exercising any of its rights as a result of a subsequent breach of said provision or of any other provision of this Agreement. A waiver by a party to any provision of this Agreement shall be made in writing; otherwise it shall not be deemed to be a waiver. |
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such matters. |
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15.5. |
The headings and captions contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation hereof. |
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15.6. |
The invalidity of all or any part of any section of this Agreement shall not render invalid the remainder of that section or of this Agreement. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted and enforced only to the extent that such provision is enforceable. |
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15.7. |
Any modification, amendment or qualification hereof shall be null and void and shall not be binding upon any party unless recorded by written instrument duly signed by the parties hereto. |
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15.8. |
This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same Agreement. |
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15.9. |
Subject to section 14, each of the parties attorns and submits to the non-exclusive jurisdiction of the courts of the province of Quebec with respect to any matter or dispute pertaining to this Agreement. |
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15.10. |
This Agreement shall be binding upon and enure to the benefit of the parties hereto together with their respective heirs, executors, successors and permitted assigns. |
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15.11. |
The parties have agreed that this Agreement be drawn up in the English language. Les parties aux présentes ont convenu que le présent contrat soit rédigé en anglais. Furthermore, the parties undertake to never contest the legality or validity of the present Agreement because of the fact that it has been drawn up in the English language. |
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IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS AGREEMENT AT THE PLACE AND AT THE DATE HEREINABOVE FIRST MENTIONED.
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BIOAMBER CANADA INC. |
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Per: |
/s/ Jean-François Huc |
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JEAN-FRANÇOIS HUC |
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/s/ Mario Saucier |
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MARIO SAUCIER |
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Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement (this “ Agreement ”), effective as of September 28, 2015 (the “ Effective Date ”), is made by and between BioAmber Inc., having a corporate office located at 1250 Rene-Levesque Blvd West, Suite 4310, Montreal, Quebec, Canada H3B 4W8 (the “ Corporation ”) and Mr. Mario Saucier, residing and domiciled at 670, des Vikings, Boucherville, Quebec J4B 7S4 (the “ Consultant ”).
1. |
Services . The Consultant shall, during the Term (as defined below), provide various consulting services to the Corporation and to any of its affiliates, the nature of which will be determined on a case by case basis between the Corporation and the Consultant from time to time (the “ Services ”). The Services will be provided to the Corporation on an hourly basis, at the request of the Corporation and according to a schedule to be agreed upon between the Corporation and the Consultant. The Consultant shall at all times provide the Services and otherwise perform its obligations hereunder in a professional manner, with reasonable skill and care. |
2. |
Consideration; Payment . In return for the Services provided by the Consultant to the Corporation hereunder, the Corporation shall pay the Consultant a fee of CAD$200.00 per hour worked, invoiced and paid on a monthly basis. T he Corporation will reimburse reasonable out-of-pocket expenses (including reasonable airfare and other travel expenses) actually incurred by the Consultant in the course of performing the Services hereunder, provided that such costs and expenses are in accordance with Corporation policies and that the Consultant provides the Corporation with all receipts and other documentation related to such costs and expenses. |
3. |
Term and Termination . The term of this Agreement will begin on the Effective Date and will continue in full force and effect until the earlier of (i) the date of entry into force of the Employment Agreement dated September 28, 2015 entered into between BioAmber Canada Inc. and the Consultant, and (ii) January 4, 2016 (the “ Term ”). Sections 4 and 5 will survive the expiration of this Agreement. |
4. |
Ownership of Work Product . The Consultant hereby agrees to assign and transfer to the Corporation all rights, title and interest (including all intellectual property rights) in and to any and all work produced by the Consultant and its subcontractors under this Agreement. The Consultant further agrees to execute any documents which may be necessary or appropriate to allow the Corporation to perfect its interest in the rights for such works. Except as otherwise agreed to in writing between the Parties, the Consultant shall not be entitled to any additional payment or compensation for assisting and cooperating with the Corporation in obtaining these rights. |
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available to the public other than through breach of this Agreement or other wrongful act by the Consultant) will be used by the Consultant only in connection with the Services hereunder, and will not be used for any improper purpose or in any way that is detrimental to the Corporation . The Consultant agrees to hold in strict confidence and not to disclose, directly or indirectly, the Confidential Information of the Corporation to any third person or entity, other than representatives or agents of the Corporation . The confidentiality obligations and use restrictions will be valid during the Term of this Agreement and for an additional ten (10) years thereafter . |
6. |
Governing Law . This Agreement shall be governed by the laws of the state of Delaware. The parties have agreed that this Agreement be drawn up in the English language. Les parties aux présentes ont convenu que le présent contrat soit rédigé en anglais. Furthermore, the parties undertake to never contest the legality or validity of the present Agreement because of the fact that it has been drawn up in the English language. |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
BIOAMBE R INC. |
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By:
/s/ Jean-François Huc /s/ Mario Saucier ___
Name: Jean-François Huc MARIO SAUCIER
Title: Chief Executive Officer
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Exhibit 10.3
EMPLOYMENT AGREEMENT
ENTERED INTO as of July 28 th , 2015 (the “Effective Date”).
BETWEEN: |
BIOAMBER INC. , a corporation duly incorporated in Delaware, having a corporate office located at 1250 Rene-Levesque West, Suite 4310, Montreal, Quebec, Canada H3B 4W8, represented for the purposes hereof by Jean-Francois Huc, its Chief Executive Officer, duly authorized as he so declares; (hereinafter referred to as the "Corporation") |
AND: |
MS. ANDREW P. ASHWORTH , residing and domiciled at 28 Wren Field Lane, Pittsford, New York, 14534; (hereinafter referred to as the "Employee") |
WHEREAS the Corporation wishes to employ the Employee as its Chief Financial Officer;
WHEREAS the Employee wishes to act as the Corporation’s Chief Financial Officer;
THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. |
EMPLOYMENT |
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1.1. |
The Employee shall serve as Chief Financial Officer of the Corporation, and perform the functions and duties attached to such position in all of the Corporation’s sectors of activity, as well as the tasks and duties that the Chief Executive Officer of the Corporation may delegate to him from time to time. The Employee will report to the Chief Executive Officer of the Corporation. |
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1.2. |
Upon the termination date of Mr. François Laurin’s employment with the Corporation, the Employee will also become an officer of the Corporation, holding the title of “Chief Financial Officer”, until his successor is duly elected and qualified, or until his earlier death, resignation or removal from such offices by the Board or the Chief Executive Officer. During the Employee’s tenure as the Corporation’s Chief Financial Officer, the Employee shall be the Corporation’s principal financial officer and principal accounting officer . |
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2.1. |
In consideration of the Employee’s services pursuant to this Agreement, the Corporation shall: |
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2.1.1. |
pay to the Employee, US$23,333.33 per month which annualizes to US$280,000.00, as annual gross base salary, payable in accordance with the Corporation's remuneration policy; |
3. |
STOCK OPTIONS |
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3.1. |
The Corporation hereby confirms that the Employee has been granted 20,000 options pursuant to the Corporation’s Stock Option and Incentive Plan, giving the Employee the right to acquire 20,000 shares of Common Stock of the Corporation at a price per share to be determined in accordance with the terms of the Equity Grant Award Policy of the Corporation, vesting as follows: 100% of these options will vest upon the termination of this Agreement, the whole according to and subject to the terms and conditions of the Corporation’s Stock Option and Incentive Plan, its other applicable policies and the applicable rules and regulations of the Securities and Exchange Commission and of the New York Stock Exchange. |
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3.2. |
The Corporation also confirms to the Employee that all options that were exercisable when the Employee retired as Chief Financial Officer of the Corporation in December 2014 and the 20,000 options granted pursuant to Section 3.1 of this Agreement will be exercisable until December 31, 2018, irrespective of the date of termination of this Agreement. |
4. |
FRINGE BENEFITS |
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4.1 |
The Employee shall be entitled, as an employee of the Corporation, to the insurance and benefits approved from time to time by the Board of Directors of the Corporation, if eligibility requirements are met. |
5. |
EXPENSES |
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expenses and disbursements incurred by him in the performance of his duties, on behalf and for the benefit of the Corporation. The Employee shall submit to the Corporation a periodic report together with supporting documents concerning the fees, disbursements and expenses incurred by him in the performance of his duties during the said period. |
6. |
UNDERTAKINGS OF THE EMPLOYEE |
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6.1. |
The Employee undertakes, during the term of this Agreement: |
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6.1.1. |
on a full-time basis, to devote and to use all his efforts and professional knowledge in the exercise of his functions; and |
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6.1.2. |
to act at all times within the scope of his employment and in the best interests of the Corporation, to perform his duties to the best of his ability, faithfully, honestly and diligently and to conform at all times to the instructions and directives that may be given to him by the Chief Executive Officer of the Corporation. |
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7.1. |
The Employee hereby: |
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7.1.1. |
transfers and assigns to the Corporation, without any compensation other than the remuneration provided in Section 2 hereof, all property rights he might own on all documents or works done by the Employee, alone or in collaboration, in the framework of the services rendered pursuant to this Agreement (the “Works”), and more particularly, but without limitation, all property rights on any material support of the Works and all intellectual property rights on the Works; |
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7.1.2. |
renounces to any right, and more particularly, but without limitation, to any intellectual property rights which may arise during the execution of the Works, including any moral rights; and |
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7.1.3. |
agrees that the Corporation may dispose of or modify the Works and the rights pertaining to the Works, at its sole discretion, and without any obligation on its part to consult, notify or compensate the Employee. |
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8.1. |
The Employee shall be entitled to two weeks of vacation for the initial term of this Agreement, and then shall be entitled to two days of vacation for each month during which this Agreement may be renewed according to Section 9 hereof., the duration of which and the dates of which shall be established reasonably and professionally managed by the Employee taking into account his functions and duties. |
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9.2. |
This Agreement shall terminate: |
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9.2.1. |
upon the termination of the employment of the Employee resulting from (i) the commitment by the Employee of any act of embezzlement, fraud or similar conduct involving the Corporation, and/or (ii) the commission of any indictable offence by the Employee, and/or (iii) the persistent failure of Employee to perform his duties hereunder after notices to do so by the Corporation, or |
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9.2.2. |
upon the death of the Employee, |
in any case without any severance payment in lieu of notice being due.
10. |
CONFIDENTIALITY AND NON-COMPETITION |
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companies, directly or indirectly, ii) was in the public domain before its disclosure to the Employee, iii) becomes in the public domain after its disclosure to the Employee without breach of any obligation under this Agreement, and iv) is required to be disclosed by operation of law or a judicial order. |
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10.2.1. |
encourage or attempt to bring any person employed by the Corporation or any of its affiliated companies to leave his employment with the Corporation or its affiliated companies; and |
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10.2.2. |
be involved in or carry on a business engaged in, involved in or interested in the Corporation’s current or future sectors of activities, being currently related to the development, production and sale of biobased succinic acid and butanediol products, within the territories in which the Corporation does business; without limiting the preceding, the following entities will be deemed to be involved in the Corporation’s sectors of activities for the purposes of the application of this section 10.2: DSM, Roquette, Reverdia, Myriant, Corbion, BASF, Succinity, Genomatica, PTT Group (including PTTMCC BioChem), Mitsubishi Chemical Corporation and GranBio. |
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10.3. |
The Employee acknowledges that his failure to respect his undertakings and obligations mentioned in 10.1 and 10.2 would be detrimental to the Corporation so as to justify, without prejudice to any other recourse of the Corporation, an injunction and a seizure before judgment, all recourses of the Corporation being cumulative and non-alternative. |
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10.4. |
The Employee acknowledges and agrees that all the restrictions contained in 10.1 and 10.2 are reasonable and valid, in particular in respect of their duration, their scope and the persons they affect, and that these restrictions are essential in order to allow the Corporation and its affiliated companies to adequately protect their position in the field in which they carry on business and operate. |
11. |
ASSIGNMENT |
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11.1. |
Except in the event of a merger or change in control involving the Corporation, the Corporation may not transfer or assign in whole or in part its rights and obligations hereunder without the prior written consent of the Employee. The Employee may not transfer or assign in whole or in part its rights and obligations hereunder. |
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12. |
PREAMBLE |
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12.1. |
The preamble forms an integral part of this Agreement. |
13. |
NOTICES |
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13.1. |
Any notice or other communication which is required or permitted to be given hereunder shall be given in writing and shall be deemed properly given when delivered to its recipient, either by bailiff, by courier, messenger or by mail, or by fax, in which latter case said notice shall immediately thereafter be confirmed by mail copy, when sent to the addresses set out on the first page hereof. |
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13.2. |
Any notice sent in accordance with this Agreement shall be deemed to be received by its recipient at the time of its delivery, if delivered by courier, messenger or by bailiff, or the fifth (5th) business day following its sending by mail, or the business day after its sending by fax. However, if ordinary postal or fax service is interrupted and such interruption is by reason of force majeure, the party sending said notice shall use a service that has not been interrupted or send said notice by courier or messenger to ensure prompt delivery of same. Any change of address may be given in the manner above described. |
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14.1. |
The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration. |
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14.2 |
The parties agree that any claim or dispute between them, and any claim by either of them against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the National Arbitration Forum under the Code of Procedure in effect when the claim is filed. |
15. |
GENERAL PROVISIONS |
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15.1. |
The parties agree to sign all documents and to do all things required to give effect to the provisions of this Agreement. |
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15.2. |
All amounts referred to in this Agreement are so in US Dollars (US$). |
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15.4. |
This Agreement expresses the entire agreement between the parties hereto with respect to all matters contained herein and supersedes any other agreement, proposal, representation, negotiation, oral or written, among the parties concerning such matters. |
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15.5. |
The headings and captions contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation hereof. |
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15.6. |
The invalidity of all or any part of any section of this Agreement shall not render invalid the remainder of that section or of this Agreement. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted and enforced only to the extent that such provision is enforceable. |
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15.7. |
Any modification, amendment or qualification hereof shall be null and void and shall not be binding upon any party unless recorded by written instrument duly signed by the parties hereto. |
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15.8. |
This Agreement shall be governed by, construed and interpreted in accordance with the laws in force in the state of Delaware. |
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15.9. |
This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same Agreement. |
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15.10. |
Subject to section 14, each of the parties attorns and submits to the non-exclusive jurisdiction of the courts of the state of Minnesota with respect to any matter or dispute pertaining to this Agreement. |
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15.11. |
This Agreement shall be binding upon and enure to the benefit of the parties hereto together with their respective heirs, executors, successors and permitted assigns. |
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IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS AGREEMENT AT THE PLACE AND AT THE DATE HEREINABOVE FIRST MENTIONED.
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BIOAMBER INC. |
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Per: |
/s/ Jean-François Huc |
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JEAN-FRANÇOIS HUC Chief Executive Officer |
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/s/ Andrew P. Ashworth |
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ANDREW P. ASHWORTH |
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Exhibit 99.1
BioAmber Announces Hiring of Chief Financial Officer
Montreal, Canada, November 16, 2015. BioAmber Inc. (NYSE: BIOA), a leader in renewable materials, has recruited Mario Saucier to serve as its Chief Financial Officer, effective January 4, 2016. Andrew Ashworth, who came out of retirement in July 2015 to act as Chief Financial Officer on an interim basis, will leave BioAmber at the end of January 2016.
Mario Saucier is an experienced financial executive with strong leadership and keen operational acumen who has worked in both entrepreneurial and public International companies. He will lead all finance activities including treasury, budget planning, investor relations and information systems, and will play a leading role in the Company’s growth initiatives. Mario was the Chief Financial Officer of Englobe from 2008 to 2013 and the Chief Accounting Officer of Quebecor World from 2005 to 2008. From 1993 to 2005 he held a variety of positions at Bombardier Transport Group, including VP of Finance and Administration, VP SAP Implementation and VP Strategy and Performance. Since 2014, Mario has been the CFO of Gestion MB5, a privately held holding company for Norduyn Inc. and Transtex Composite Inc. Mario lives in Montreal and is a chartered professional accountant.
“We are thrilled to have recruited someone of Mario’s caliber,” said Jean-Francois Huc, BioAmber’s Chief Executive Officer. “Mario is an entrepreneurial, hands-on executive with tremendous energy, and we anticipate an excellent fit with the rest of the management team. He has the skills and experience needed to help guide our growth as an operating company”.
Andy Ashworth retired from BioAmber at the end of 2014, after serving for three and half years as Chief Financial Officer of the company. He returned to the company in late July 2015 as interim CFO when our CFO resigned unexpectedly. “Andy helped guide us through our public listing and he built up our financial group. His willingness to come out of retirement helped the company to run smoothly while we searched for a new CFO. Andy will stay on until the end of January to ensure a seamless transition with Mario. We thank Andy for his significant contributions, his ongoing leadership and dedication to BioAmber,” said Jean-Francois Huc.
About BioAmber
BioAmber (NYSE: BIOA) is a renewable materials company . Its innovative technology platform combines biotechnology and catalysis to convert renewable feedstock into building block materials that are used in a wide variety of everyday products including plastics, paints, textiles, food additives and personal care products. For more information visit www.bio-amber.com
Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact in this press release are forward-looking statements. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond BioAmber’s control. BioAmber’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the events and circumstances reflected in the forward-looking statements will be achieved or occur and the timing of events and circumstances and actual results could differ materially from those projected in the forward-looking statements.
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Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For additional disclosure regarding these and other risks faced by BioAmber, see disclosures contained in BioAmber's public filings with the SEC including, the "Risk Factors" section of BioAmber's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the Quarter ended September 30 , 2015 .
BioAmber Investor Contact
Mike Hartmann
Executive Vice President
BioAmber Inc.
(514) 844-8000 extension 120
mike.hartmann@bio-amber.com
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