exv10w9




 Exhibit
10.9








Mr Jeff Carter

[residential address omitted]




15 February 2005




Dear Jeff




We are very pleased to confirm our offer of employment to you in the position of Chief Financial
Officer. We trust the association will be mutually rewarding.



This letter and the enclosed documents entitled “Terms and Conditions of Employment” (Terms and
Conditions) set out the terms and conditions of your employment.



In the case of any inconsistency between this letter and the Terms and Conditions, this letter will
apply.



	 	 	 
	APPOINTMENT AND DUTIES:

	 	Your employer is Unilife Medical Solutions Limited (Company or Unilife).
Your responsibilities will be to undertake such duties and exercise such powers, authorities
and discretions in relation to the business of the Company as are outlined in the Job
Description Schedule and otherwise ordinarily within the area of responsibility of a Chief
Financial Officer.
	 
	 	 
	 

	 	In addition, you may occasionally be required to
undertake additional duties to meet the needs of the
Company. You will be responsible to the Chief Executive
Officer and to the Board of Directors.
	 
	 	 
	COMMENCEMENT:

	 	Your employment with the Company will commence on 23
February 2005 and the terms and conditions as set out in
this agreement will be effective from that date.
	 
	 	 
	LOCATION:

	 	You will be located in Sydney, but you agree that business
reasons may dictate that, from time to time, you may be
required to work at other locations.
	 
	 	 
	BUSINESS HOURS:

	 	Normal business hours are set out in the Terms and
Conditions but you are likely to be required to work
longer hours, as may be reasonably necessary, to meet the
needs of the Company from time to time.
	 
	 	 
	 

	 	Any additional hours that you may be required to work
have been taken into account in calculating your
remuneration and consequently you will not receive
additional remuneration for any additional hours you
work.






Unilife Medical Solutions Limited

Level 5, 35 Clarence Street, Sydney NSW 2000 T +612 8346 6500 F +612 8346 6511 W www.unilife.com.au ABN 14 008 071 403




 


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	SALARY:

	 	Your salary is set out in the Remuneration Schedule and shall be paid monthly and subject
to applicable taxes.
	 
	 	 
	 

	 	The Directors may also, in their absolute discretion,
pay bonuses and / or provide salary increases from time
to time. It is envisaged that the first annual review
will occur in July 2005 or thereabouts.
	 
	 	 
	SUPERANNUATION:

	 	Unilife will pay superannuation contributions on
your behalf to a superannuation fund nominated
by the Company or another complying
superannuation fund nominated by you. Further
details are set out in the enclosed Terms and
Conditions.
	 
	 	 
	OTHER ENTITLEMENTS:

	 	Your entitlements in respect of annual leave and
long service leave will be in accordance with
current statutory legislation. The enclosed
Terms and Conditions set out more detail with
regard to your leave entitlements. You will be
eligible for participation in the Employee Share
Option Plan upon completion of the probation
period.
	 
	 	 
	ENGAGEMENT & TERMINATION:

	 	As an employee of the Company you have a duty to
work in a dedicated, skilful and competent
manner and obey the Company’s lawful commands
and provide diligent and faithful service and
not act in any way which conflicts with the
interests of the Company.
	 
	 	 
	 

	 	Your employment may be terminated by either you or the
Company giving to the other three (3) months’ notice of
termination, or summarily for the reasons set out in the
enclosed Terms and Conditions. The Company reserves the
right to make payment instead of notice.
	 
	 	 
	BUSINESS RELATED EXPENSES:

	 	The Company will reimburse you for any
reasonable and proper business related travel
costs subject to verification of those costs.
	 
	 	 
	BUSINESS DEALINGS AND 

CONFIDENTIALITY:

	 	During your employment with Unilife, you must
not engage indirectly or directly in other
business or employment without prior written
consent of Unilife. This consent will not be
unreasonably withheld but Unilife reserves the
right to withdraw the consent if Unilife
believes that the other activity interferes
with the discharge of your duties.
	 
	 	 
	 

	 	As agreed, you shall not divulge any confidential
information which may come into your knowledge. You are
required to keep in complete secrecy, all confidential
information entrusted to you and shall not use or
attempt to use any confidential information
which may prejudice injure or cause loss either directly
or indirectly to Unilife or its clients.






Unilife Medical Solutions Limited

Level 5, 35 Clarence Street, Sydney NSW 2000 T +612 8346 6500 F +612 8346 6511 W www.unilife.com.au ABN 14 008 071 403







 


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	 	All confidential information must be returned to the
Company on demand.
	 
	 	 
	 

	 	The enclosed Terms and Conditions set out in more detail
your obligations of confidentiality to the Company.
	 
	 	 
	RESTRAINTS OF TRADE:

	 	You must not, during the Restraint Period, solicit or assist in soliciting
business that is the same as, similar to or competitive with the business of Unilife (current
and new business) from any Client. This restriction extends to work in any capacity, whether
as a principal, agent, employee, consultant or otherwise.
	 
	 	 
	 

	 	For the purposes of this restraint:
	 
	 	 
	 

	 	“Client” means any client, customer, sponsor, supplier,
developer, client or contractor of the Company or any of
its related bodies corporate:
	 
	 	 
	 

	 	(a) with whom you had direct contact within the six
months immediately prior to the date of termination of
your employment; or
	 
	 	 
	 

	 	(b) in respect of whom you gained particular valuable
knowledge as to the operations, management or plans of
the Client during the course of your employment with the
Company.
	 
	 	 
	 

	 	“Restraint Period” means the period of six months
following the date of termination of employment (however
caused) or if that period is considered to be
unenforceable by a court of competent jurisdiction, the
period of three months from the date of termination of
employment.
	 
	 	 
	POLICIES:

	 	The Company’s policies and procedures are currently set out in the enclosed Terms and
Conditions. You agree to abide by any policies and procedures of the Company that may be
implemented or varied from time to time by the Company in its discretion. To the extent that
the content of these policies refer to obligations of the Company, you agree that these are
guides only and are not contractual terms, conditions or representations on which you rely.






Unilife Medical Solutions Limited

Level 5, 35 Clarence Street, Sydney NSW 2000 T +612 8346 6500 F +612 8346 6511 W www.unilife.com.au ABN 14 008 071 403





 


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We trust that this association will be one of mutual benefit and enjoyment.



If you are in agreement with the above, please sign a copy of this letter acknowledging your
acceptance to the terms and conditions of your employment.



Yours sincerely




	 	 	 
	/s/ Alan Shortall
 


	 	 
	ALAN SHORTALL
	 	 
	Chief Executive Officer
	 	 






Unilife Medical Solutions Limited

Level 5, 35 Clarence Street, Sydney NSW 2000 T +612 8346 6500 F +612 8346 6511 W www.unilife.com.au ABN 14 008 071 403





 


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I, Jeff Carter, acknowledge as follows:




	(a)	 	I have been provided with a copy of Unilife’s Terms and Conditions of Employment;
	 
	(b)	 	I have read and understood the Terms and Conditions of Employment;






	(c)	 	I accept and agree to abide by the Terms and Conditions of Employment and the terms set out
in this letter;






	(d)	 	I have been provided with ample opportunity to seek independent advice on the contents of
this letter and the Terms and Conditions of Employment;






	(e)	 	I accept and agree that each restraint in this letter and the Terms and Conditions of
Employment is reasonable and necessary to protect the Company’s legitimate business interests;
and






	(f)	 	I understand that this letter and the Terms and Conditions of Employment have a material
impact on the way in which I am required to carry out my duties and my responsibilities with
Unilife.





	 	 	 
	/s/ Jeff Carter
	 	 
	 

Jeff Carter

	 	 
	Date: 23/02/05
	 	 






Unilife Medical Solutions Limited




Level 5, 35 Clarence Street, Sydney NSW 2000 T +612 8346 6500 F +612 8346 6511 W www.unilife.com.au ABN 14 008 071 403



 


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REMUNERATION SCHEDULE




	 	 	 	 	 
	Description	 	Amount (AUD)	 
	 
	 	 	 	 
	Annual Salary
	 	$	200,000	 
	 
	Motor Vehicle Allowance
	 	Nil	 
	 
	Rental Assistance
	 	Nil	 
	 
	Living Away From Home Allowance
	 	Nil	 






In addition to the above, Unilife will reimburse you in repect of the reasonable and proper use of
a mobile telephone. You are also entitled to the following benefits:




	(a)	 	A fully maintained motor vehicle (Holden Calais or equivalent);






	(b)	 	A car parking space in the office building; and






	(c)	 	An annual cash bonus subject to performance of up to $25,000. At the first instance, the
bonus will be payable on completion of a capital raising by Unilife.





You may salary sacrifice any part of your annual salary with the prior written consent of the Chief
Executive Officer (such consent to be provided at his / her sole discretion) and provided that any
such salary sacrifice does not increase the aggregate cost of your annual remuneration (as set out
above or as otherwise agreed from time-to-time).



Unilife Medical Solutions Limited

Level 5, 35 Clarence Street, Sydney NSW 2000 T +612 8346 6500 F +612 8346 6511 W www.unilife.com.au ABN 14 008 071 403




 


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JOB DESCRIPTION SCHEDULE




As attached.



Unilife Medical Solutions Limited

Level 5, 35 Clarence Street, Sydney NSW 2000 T +612 8346 6500 F +612 8346 6511 W www.unilife.com.au ABN 14 008 071 403





 


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	 	Job Description 
	 	CONTROLLED

DOCUMENT

[IF MARKED RED]






	 	 	 	 	 
	Reference No: RM001 Appendix 7.1
	 	 	 	 
	Written and Issued By:
	 	 	 	 
	Approved By:
	 	 	 	 
	Effective Date:

	 	Revision No: DRAFT
	 	Page 1 of 2






Chief Financial Officer




	 	 	 
	Position Title:

	 	Chief Financial Officer
	 
	 	 
	Department:

	 	Finance & Administration
	 
	 	 
	Reports To:

	 	CEO & Board of Directors
	 
	 	 
	Supervises:

	 	Finance Manager & Company Secretary
	 
	 	 
	Summary of Function:

	 	As the CFO, the role is responsible for all financial and
administrative matters associated with the operations of the
Company. An essential element of the roles is risk management.
	 
	 	 
	Responsibilities:

	 	1.   Responsible
for all compliance, including ASX Listing Rules,
Corporations Act etc.

	 
	 	 
	 

	 	2.   Assess and manage group risk, including insurance.

	 
	 	 
	 

	 	3.   Responsible for all financial reporting, including ASX and
statutory reporting.

	 
	 	 
	 

	 	4.   Responsible for all tax compliance, including tax returns, GST,
FBT etc.

	 
	 	 
	 

	 	5.   Oversee investor relations, market communications and
shareholder liason. This includes company secretary function.

	 
	 	 
	 

	 	6.   Oversee Human Resources.

	 
	 	 
	 

	 	7.   Planning and implementing new financial systems and reporting.

	 
	 	 
	 

	 	8.   Maintain integrtiy of financial system.

	 
	 	 
	 

	 	9.   Member of senior executive team.

	 
	 	 
	 

	 	10.  Identify and co-ordinate all acquisitions, including
integration.

	 
	 	 
	 

	 	11.  Operations policy and standard of behaviour, including
Corporate Governance.

	 
	 	 
	 

	 	12.  Responsible for information technology.

	 
	 	 
	 

	 	13.  Responsible for building and skilling-up accounting and related
professional staff.

	 
	 	 
	Internal Contacts:

	 	All departments, including Board of Directors
	 
	 	 
	External Contacts:

	 	External lawyers, auditors, shareholders, regulators and consultants
	 
	 	 
	Education and Skills:

	 	1.   Tertiary qualified in accounting.

	 
	 	 
	 

	 	2.   Membership of appropriate accunting professions.

	 
	 	 
	 

	 	3.   Effective time management (multiple projects) and personal
organisational skills.







Unilife Medical Solutions Limited

Level 5, 35 Clarence Street, Sydney NSW 2000 T +612 8346 6500 F +612 8346 6511 W www.unilife.com.au ABN 14 008 071 403




 


8









 












	 	 	 	 	 
	

	 	Job Description 
	 	CONTROLLED

DOCUMENT

[IF MARKED RED]






	 	 	 	 	 
	Reference No: RM001 Appendix 7.1
	 	 	 	 
	Written and Issued By:
	 	 	 	 
	Approved By:
	 	 	 	 
	Effective Date:
	 	Revision No: DRAFT	 	Page 2 of 2








	 	 	 
	 

	 	4.   Advanced interpersonal and communication skills, including
strong negotiations skills.

	 
	 	 
	 

	 	5.   Advanced process, analysis and problem solving skills.

	 
	 	 
	 

	 	6.   Advanced reporting, technical writing and computing skills.

	 
	 	 
	Typical Experience:

	 	Minimum 12 years commercial experience.
	 
	 	 
	Physical Requirements:

	 	No special requirements.






Unilife Medical Solutions Limited

Level 5, 35 Clarence Street, Sydney NSW 2000 T +612 8346 6500 F +612 8346 6511 W www.unilife.com.au ABN 14 008 071 403





 


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Dear Jeff,




Re: Variation of Employment Contract Dated 15 February 2005




We are pleased to confirm our discussions and variation of the Employment Contract dated 15
February 2005. All existing terms and conditions under that contract continue to exist unless
modified by this Variation Contract.



Effective Date:



1 January 2007




Variation — Engagement & Termination:


Clause 2 is deleted and replaced with the following.



Your employment may be terminated by either you or the Company giving to the other three (3)
months’ notice of termination, or summarily dismissed for the reasons set out in the enclosed Terms
& Conditions. The Company reserves the right to make payment instead of notice. In the event that
the Company gives notice of termination, the Company will also make a severance payment equivalent
to nine (9) months of base salary.



If you are in agreement with the above, please sign a copy of this letter acknowledging
your acceptance of this variation.



Yours sincerely,









Alan Shortall

Chief Executive Officer

Unilife Medical Solutions Limited




I, Jeff Carter, acknowledge as follows:




	(a)	 	I have previously been provided with a copy of Unitract’s Terms and Conditions of Employment
policies dated April 2004;






	(b)	 	I have previously been given a copy of the agreed Employment Contract dated 15 February 2005
and I have read and understood the Terms and Conditions of Employment;






	(c)	 	I accept and agree to abide by the modified Terms and Conditions as outlined in this
Variation dated 21 December 2006; and






	(d)	 	I have been provided with ample opportunity to seek independent advice on the contents of
this Variation Contract and the modified Terms and Conditions therein.