Exhibit 4.51


 


December 20, 2005


 


BY EMAIL


 


Mr.
Dan Brazier


************


************


************


 


Re:
Employment Agreement


 


Dear Dan:


 


By this letter we hereby confirm that in accordance with
your nomination as Chief Executive Officer of DRAXIS Health Inc. (“DRAXIS”)
effective October 4, 2005, your employment agreement with DRAXIS dated April
27, 2004 as amended as on August 25, 2004 (collectively referred to as the “Agreement”)
is amended as follows:


 


1.               By adding that as
of October 4, 2005 your title is “Chief Operating Officer” and that you no
longer hold the title “Senior Vice President Corporate Development and
Strategic Planning”.


 


2.               By inserting in
Section 2 that your Base Salary as of October 4, 2005 will be $320,000 per
annum, payable semi-monthly, in arears in 24 equal instalments of $13,333.33.


 


3.               By deleting the
sentence in Section 3 “You will be entitled
to an amount equivalent to 5% of your Base Salary in lieu of participation in
DRAXIS’s Retirement Savings Program” and replacing it with “You will be entitled to an amount of up to 5% of your
Base Salary, which exact percentage shall be determined from year to year by
DRAXIS in lieu of participation in DRAXIS’s Retirement Savings Program”.


 


4.               It is hereby
confirmed that a special bonus in the amount of $100,000 (CDN) will be granted
to you in early 2006 if you do not exercise the existing parachute clause set
forth in paragraphs 1 and 2 of Section 13 as set forth in the letter amendment
of August 25, 2004 (hereinafter the “Special Bonus”).


 


5.               By deleting Section
13 in its entirety and replacing it as flollows:


 


a) Termination by DRAXIS With
Cause


 


DRAXIS may
terminate this Agreement and your employment hereunder at any time With Cause,
as that term has been interpreted pursuant to the laws of the Province of
Ontario, without notice and without payment of any kind of compensation either
by way of anticipated earnings or damages of any kind, it being understood that
all Base Salary,


 

















 


accrued
vacation pay and all expense claims with the terms of this Agreement incurred
up to the date of termination shall be payable to you.


 


b)
Termination by DRAXIS Without Cause But With Notice


 


DRAXIS may
terminate this Agreement and your employment hereunder by providing to you one
year’s actual notice of termination. The amount of the notice shall consist
solely of Base Salary for the actual year. At its sole discretion, DRAXIS may
provide to you a shorter period of notice of termination, in which case, the
payments referred to in Section 13(c) shall be applicable, but such payments as
may be required by Sections 13 (c) (1) and (4) shall be reduced by the notice
provided, so that the total notice and payments in lieu of notice provided to
you shall be equivalent to one year from the date you are advised of the termination.


 


c) Termination by DRAXIS
Without Cause and Without Notice


 


DRAXIS may
terminate this Agreement and your employment hereunder, in its sole discretion,
without notice and Without Cause, effective immediately upon the date you are
advised of the termination.


 


Except as
outlined in Section 13(b), if your employment is terminated Without Cause
pursuant to this Section, DRAXIS shall:


 


 


1)                                                              Pay
to you a severance allowance equivalent to one year of your then current Base
Salary in a lump sum, within two weeks following the date of such termination.


 


2)                                                              Pay
to you all outstanding vacation pay and any earned but unpaid salary up to the
date of such termination within two weeks of the date of termination.


 


3)                                                              Reimburse
you for any business expenses incurred by you up to and including the date of
such termination following provision by you of applicable receipts.


 


4)                                                              Ensure
it has complied with all statutory obligations imposed by the Employment Standards Act 2000.


 


The payment
referred to in paragraph 1, above, shall be guaranteed and shall not be subject
to set off or deduction as a result of your obtaining alternate employment
following such termination or otherwise mitigating any damages arising from
such termination. Further, the payment referred to in paragraph 1, above, is
inclusive of all statutory payments, including statutory termination and
severance, which may be owed to you.


 


The amounts
paid to you pursuant to this paragraph shall be subject to all required
deductions.


 


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Upon
termination of your employment in accordance with this Section 13(c), you shall
return to DRAXIS all stock options, and other securities which have not vested
or accrued during your employment with DRAXIS.


 


d) Termination Payment


 


(1)                                  In
accordance with section 13(d) (2) below, if there is a Change of Control (as
hereinafter defined) you shall be entitled to the following:


 


 


A.                                                           the amounts of any unpaid Base Salary earned
up to and including date of termination;


 


B.                                                             Any unpaid vacation pay earned up to and
including date of termination;


 


C.                                                             a lump sum amount, equal to: (A) two times
your then current Base Salary in effect immediately prior to the date of the
Change of Control and (B) two times the amount paid to you, for the preceding
calendar year immediately prior to the date of the Change of Control, as a
discretionary bonus; 


 


D.                                                            any additional statutory obligations imposed
by the Employment Standards Act 2000;


 


E.                                                              the right to exercise all DRAXIS stock
options and other DRAXIS securities including those not then otherwise
exercisable as provided for below.


 


The payments
referred to in paragraph 13(d), above, shall be guaranteed and shall not be
subject to set off or deduction as a result of your obtaining alternate employment
following termination or otherwise mitigating any damages arising from
termination. Further, notwithstanding paragraph 13(d) (1) (D) above, the
payment referred to in paragraph 13(d) (1) (C) above, is inclusive of all
statutory payments, including statutory termination and severance, which may be
owed to you following termination.


 


It is also
understood and agreed that the Special Bonus of $100,000 paid in early 2006 in
accordance with your nomination as Chief Operating Officer shall not be
included in the calculation of the Termination Payment in 13(d) (1) (C) above.


 


The amounts
paid to you pursuant to this paragraph shall be subject to all required
deductions.


 


For the
purposes of this Agreement, a Change of Control shall be deemed to occur in the
following circumstances.


 


In
the event that at any date following the date of signature hereof:


 


(i)                                     any change in the ownership as of the date
hereof, direct or indirect, of the outstanding shares of DRAXIS as a result of
which an individual, partnership, association, trust, unincorporated
organization, (“Person”) or group of


 


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Persons,
hold shares and/or other securities in excessive of the number which, directly
or following conversion or exercise thereof, will entitle the holders thereof
to cast 20% or more of the votes attaching 
to all such shares and/or other securities of DRAXIS which may be cast
to elect the directors of DRAXIS; or


 


(ii)                                  the sale, transfer or any manner of
disposition of 50% or more of the assets of DRAXIS to an arm’s length Person;


 


and
the Board of Directors of DRAXIS (the “Board of Directors”) recommends
acceptance of such offer to the Shareholders of DRAXIS (the “Shareholders”) or,
if the Board of Directors has made no recommendation, the Shareholders have
approved or accepted the proposed transaction, then any option, including
options not then otherwise exercisable held by the you, shall become
immediately exercisable upon the issuance of the recommendation of the Board of
Directors or the approval or acceptance of the Shareholders, as the case may
be.


 


For greater
clarity, no provision in this employment agreement shall be deemed to supersede
any provision of the Stock Option Plan of DRAXIS, as amended from time to time,
with respect to the right to exercise options held by the employee in certain
circumstances.


 


(2)                                  Except for the ability to exercise all stock
options upon a Change of Control as provided in paragraph 13(d)(1)(E), the
payments and entitlements outlined in paragraph 13(d) (1) shall become due and
payable if, and only if:


 


A.                                                           there
has been a Change of Control; and


 


B.                                                             within
12  months following any
Change of Control:


 


(i)             your employment is
terminated without cause by DRAXIS or by any successor employer to DRAXIS, as the
case may be; or


 


(ii)          by its conduct as
described below, DRAXIS or any successor employer to DRAXIS, as the case may
be, constructively terminates your employment by:


 


•                  relocating
without just cause the position and/or location of your principal office more
than 20 kilometers from the location of your office on the date immediately
prior to the Change of Control, without your consent; or


 


•                  materially
reducing without just cause your title, reporting relationship,
responsibilities or authority without your consent; or


 


•                  reducing without just cause the
salary paid to you by the successor employer or terminating without just cause
or materially reducing without just cause the value of your benefit programs,
including, but not limited to, life insurance benefits, accidental death and
dismemberment


 


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benefits,
long term disability benefits, extended health coverage and dental benefits,
which are referred to in Section 3 above;


 


C.                                                             And,
you elect in writing to receive the payments outlined in Section 13(d)(1).


 


e) Termination by
DRAXIS Without Cause upon Disability


 


If, as a
result of incapacity due to physical or mental illness, you are unable to
render services of substantially the kind and nature, and substantially to the
extent required to be rendered in accordance with this Agreement, and if such
incapacity is expected to continue for a period of at least twelve consecutive
months from the date such incapacity commenced (“Absence Date”) this Agreement
may be deemed to be frustrated. Your employment hereunder shall cease to be
effective on the tenth day after written notice of cessation of employment (“Notice
of Cessation”) to you, provided that prior to such cessation DRAXIS has been
furnished with the written certification of a qualified medical doctor
designated by DRAXIS and you jointly which states that you are and are expected
to continue to be for at least twelve consecutive months from the Absence Date,
unable to render such services by reason of such incapacity and the date upon
which such incapacity commenced. If DRAXIS and you are unable to agree on the
designation of a qualified medical doctor to make such determination, then each
party shall designate a medical doctor who, together, shall agree upon a third
qualified medical doctor to make such determination. The decision of the third
medical doctor shall be binding on DRAXIS and you. You consent to submit to
such examination as may be required by any such medical doctor or doctors.


 


If your employment ceases pursuant to this Section,
you shall be entitled to receive a total amount equivalent to one year of your
then current Base Salary, commencing on the date upon which the Notice of
Cessation is delivered and payable in 24 regular payments equivalent to your
regular semi-monthly Base Salary on the regular DRAXIS pay days. If you are in
receipt of disability benefits payable pursuant to the benefit plans described
above, then each semi-monthly payment payable by DRAXIS shall be reduced by an
amount equivalent to the disability benefits payment received during that pay
period. Notwithstanding the cessation of your employment pursuant to this
Section, you shall be entitled to retain and exercise, within a period of 6
months following the Notice of Cessation, all stock options which have vested
or accrued during your employment with DRAXIS.


 


f) Death


 


In the event that you should die during the term of
this Agreement, your employment shall automatically terminate. All salary,
vacation pay and any bonus payments earned to date of death but unpaid will be
paid to your estate, however, no other payment of any compensation either by
way of anticipated earnings or damages of any kind shall be paid and Section
13(h) shall be applicable.


 


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g) Resignation and Retirement


 


You shall provide DRAXIS with three months notice, in
writing, of your resignation or your retirement from DRAXIS. Unless the Board
of Directors of DRAXIS otherwise determines, you shall return to DRAXIS all
stock options granted to you during your employment with DRAXIS which become
exercisable after the date you cease to be an employee of DRAXIS and/ or the
DRAXIS Group.


 


h) No Further Notice or
Compensation


 


Upon termination of your
employment under this Agreement, you shall not be entitled to any further
grants of stock options nor shall you be entitled to any further participation
in any other incentive plan of the DRAXIS Group other than as specifically set
forth in this Agreement. For all purposes, “termination of your employment” and
“termination date” shall be the final day of employment with DRAXIS, and shall
not be deemed to include any period during which you may be entitled to
statutory notice, statutory termination pay or any contractual or statutory
notice period and in particular, shall not be deemed to include the notice
period identified above.


 


All of the other terms
and conditions of your Agreement remain unchanged. We would ask that you
confirm your acceptance of these modifications by signing the duplicate of this
letter.


 


If you have any questions concerning these
modifications, please do not hesitate to communicate with the undersigned.


 


	
  Regards,

  
	
   

  
	
  DRAXIS
  HEALTH INC.

  
	
   

  
	
  /s/ Dr. Martin Barkin

  	
   

  
	
   

  
	
  Dr. Martin Barkin

  
	
  President and Chief
  Executive Officer

  



 


 


I hereby confirm having read the above-mentioned
modifications to my Employment Agreement dated April 27, 2004 as amended on
August 25, 2004 and hereby confirm my acceptance of said modifications.


 


 


Signed this 21 day of
December, 2005 at Toronto.


 


 


	
  /s/Dan Brazier

  	
   

  
	
  Dan
  Brazier

  



 


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