exv10w8





Exhibit 10.8




	 	 	 
	
	 	






Executive Employment Agreement




Unilife Medical Solutions Limited

Alan D. Shortall









 


 









 












Table of contents




	 	 	 	 	 
	Parties
	 	 	1	 
	 
	Background
	 	 	1	 
	 
	Operative Provisions
	 	 	1	 
	 
	1 Employment
	 	 	1	 
	Term
	 	 	1	 
	Position, Title and Specific Duties
	 	 	1	 
	 
	2 General Duties
	 	 	1	 
	 
	3 Reporting
	 	 	2	 
	 
	4 Place of Work, Travel and Relocation
	 	 	2	 
	 
	5 Hours of work
	 	 	3	 
	 
	6 Remuneration
	 	 	3	 
	 
	7 Superannuation contributions
	 	 	3	 
	 
	8 Cash bonus
	 	 	4	 
	 
	9 Issue of shares
	 	 	4	 
	 
	10 Options
	 	 	5	 
	 
	11 Expenses
	 	 	6	 
	 
	12 Leave
	 	 	6	 
	Annual Leave
	 	 	6	 
	Personal/Carer’s Leave
	 	 	6	 
	Compassionate Leave
	 	 	6	 
	Long Service Leave
	 	 	6	 
	 
	13 Confidential Information
	 	 	7	 
	Maintenance of confidential information
	 	 	7	 
	Use of Confidential Information
	 	 	7	 
	Confidential Information in the Public Domain
	 	 	7	 
	Uncertainty
	 	 	7	 
	Return or destruction of Confidential Information
	 	 	7	 
	Continuing Obligations
	 	 	7	 
	 
	14 Intellectual Property and Moral Rights
	 	 	8	 
	Continuing Obligations
	 	 	8	 
	 
	15 Termination
	 	 	8	 
	Termination on notice
	 	 	8	 
	Termination without notice
	 	 	9	 
	Obligations on termination
	 	 	10	 
	Set-off
	 	 	10	 
	Resignation from Office
	 	 	10	 
	No compensation
	 	 	10	 






 


 









 










	 	 	 	 	 
	16 Non Competition
	 	 	10	 
	Non-competition during employment
	 	 	10	 
	Non-competition after the employment
	 	 	11	 
	Construction of restraint clause
	 	 	12	 
	Acknowledgements
	 	 	12	 
	 
	17 Privacy and Surveillance
	 	 	12	 
	Privacy
	 	 	12	 
	Surveillance
	 	 	12	 
	 
	18 Acknowledgement
	 	 	12	 
	 
	19 Governing Law
	 	 	13	 
	 
	20 Notices
	 	 	13	 
	 
	21 Entire Agreement
	 	 	13	 
	 
	22 Severance
	 	 	14	 
	 
	23 Definitions and Interpretation
	 	 	14	 
	Definitions
	 	 	14	 
	Interpretation
	 	 	16	 
	 
	Execution and date
	 	 	18	 
	 
	Schedule 1
	 	 	19	 
	Duties Statement
	 	 	19	 







 


 









 











Executive Employment Agreement




Parties




Unilife Medical Solutions Limited (ACN 008 071 403) of Level 5, 35 Clarence Street, Sydney, New
South Wales 2000 (Company)



Alan
D. Shortall of [residential address omitted] (Executive)




Background





	A	 	The Company has agreed to employ the Executive, and the Executive has agreed to serve
the Company, as Chief Executive Officer in accordance with the terms and conditions of
this Agreement.





Operative Provisions





	1	 	Employment
	 
	 	 	Term
	 
	1.1	 	The Executive’s employment commences on the Commencement Date and will continue for a period
of three years unless terminated earlier by either party pursuant to clause 15 of this
Agreement.
	 
	 	 	Position, Title and Specific Duties
	 
	1.2	 	The Executive is employed as Chief Executive Officer (“CEO”). A duties statement outlining
the Executive’s primary duties and responsibilities is attached at Schedule 1 of this
Agreement.
	 
	1.3	 	The Executive may be required to perform other duties and accept additional responsibilities
that are consistent with his role as CEO when and as requested by the Board, which are not
included in the Executive’s duties statement.
	 
	1.4	 	While the Executive is employed by the Company, the Executive will be required to comply with
the Company’s policies and procedures, as amended from time to time and communicated to the
Executive by the Board. The Company’s policies and procedures do not form part of this
Agreement nor do they constitute terms and conditions of the Executive’s employment with the
Company.
	 
	2	 	General Duties
	 
	2.1	 	The Executive must faithfully and diligently and with reasonable care perform the duties and
responsibilities, and exercise the powers, which from time to time may be assigned to the
Executive by the Board.




 


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Executive Employment Agreement




	2.2	 	Unless the Executive is absent on leave, as provided in this Agreement, the Executive must
devote the whole of his work time, ability and attention to his duties and responsibilities
under this Agreement.
	 
	2.3	 	The Executive must use his best endeavours to promote the interests of the Company and the
Group. The Executive must not knowingly do, or willingly permit to be done, anything to the
prejudice of, or cause loss or injury to, the Company or any Group Company.
	 
	2.4	 	The obligations and duties owed by the Executive to the Company under the terms of this
Agreement are also owed by the Executive to any entity, division or business within the Group
to which the Executive’s duties and responsibilities extend.
	 
	2.5	 	The Executive must not undertake any appointment or position (including directorship) or
work, advise or provide services to, or be engaged or associated with, any business or
activity that:






	 	2.5.1	 	results in the business or activity competing with the Group;
	 
	 	2.5.2	 	adversely affects the Group or its reputation; or
	 
	 	2.5.3	 	hinders the Executive’s performance of his duties.






	2.6	 	The Executive must not, other than as set out in this Agreement, accept any payment or other
benefit from any person as an inducement or reward for any act or omission in connection with
the business and affairs of the Group or his duties and responsibilities.
	 
	3	 	Reporting
	 
	3.1	 	The Executive must report to the Board.
	 
	3.2	 	The Executive must promptly report to the Board all information and explanations as may be
required in connection with matters relating to his employment or the business or affairs of
the Company or any Group Company.
	 
	4	 	Place of Work, Travel and Relocation
	 
	4.1	 	The Executive’s primary place of work will be the offices of the Company in Sydney, or such
other location(s) as the Executive and the Board may agree upon from time to time.
	 
	4.2	 	The Executive will undertake such travel both within and outside Australia as may be
necessary for the proper performance of his duties and responsibilities. The Executive will
not be entitled to additional remuneration for such travel.
	 
	4.3	 	The Executive may be required to relocate to the United States of America or another country
depending upon the needs of the Company and upon agreement between the Executive and the
Board.






 


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Executive Employment Agreement





	5	 	Hours of work






	5.1	 	Usual business hours are 9.00am to 5.00pm Monday to Friday. The Executive will be required to
work 38 hours per week during these usual business hours. The Executive is also required to
work such additional hours outside usual business hours as are necessary and reasonable to
perform his duties and responsibilities. The Executive’s remuneration recognises this and no
additional payment will be made for overtime.






	6	 	Remuneration






	6.1	 	The Executive’s total salary package (inclusive of superannuation and any other entitlements
the Executive wishes to include in his package (including, for example a car allowance
(including running costs) or health insurance) plus the cost of any fringe benefits tax
payable on any of these allowances, entitlements or benefits) is $420,000 per annum (gross).






	6.2	 	Unless otherwise agreed by the Board, the Executive must elect by written notification to the
Board how his total salary package is to be allocated for the next financial year at least 30
days prior to the commencement of that financial year.






	6.3	 	The Company will pay the Executive’s base salary by equal monthly instalments by way of
electronic funds transfer to a bank account nominated by the Executive.






	6.4	 	The Executive’s total salary package includes an allowance for overtime. Accordingly, no
overtime payments or other additional payments will be payable to the Executive.






	6.5	 	The Executive’s total salary package will be reviewed no later than at the end of each
financial year, unless the Board otherwise agrees. Whether or not the Executive’s total salary
package is increased is in the absolute discretion of the Board.






	7	 	Superannuation contributions






	7.1	 	As part of the Executive’s total salary package, the Company will contribute, to the extent
it is required to do so by law, the minimum amount required to avoid any charge under the
Superannuation Guarantee (Charge) Act 1992 (Cth) to a complying superannuation fund nominated
by the Executive in writing. If the Executive does not nominate such a fund, the Company will
make contributions into a complying superannuation fund chosen by the Company as the default
fund.




 


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Executive Employment Agreement









	8	 	Cash bonus






	8.1	 	The Executive, at the discretion of the Board, will be eligible to receive a cash bonus of up
to $200,000 in respect of each financial year during the term of this Agreement, for
satisfaction of key performance indicators determined by the Board. Whether or not the
Executive receives a cash bonus and the size of the bonus payment in respect of any financial
year is in the absolute discretion of the Board.






	8.2	 	The payment of a cash bonus (if any) in respect of any financial year will be made within
90 days of the release of the audited results of the Company to the ASX for that financial
year or as otherwise agreed.






	8.3	 	Notwithstanding clauses 8.1 and 8.2, the parties agree that no cash bonus will be payable to
the Executive if either the Executive is no longer an employee of the Company or the Executive
has provided notice to terminate the employment in accordance with clause 15.1 at the time the
Company would have otherwise been required to pay the cash bonus in accordance with
clause 8.2.






	9	 	Issue of shares






	9.1	 	Subject to Shareholder approval, the Company will issue to the Executive ten million
(10,000,000) fully paid ordinary shares in the capital of the Company immediately following
such Shareholder approval being obtained.






	9.2	 	The Shares issued pursuant to clause 9.1 represent a bonus in recognition of the efforts and
actions of the Executive, which will be outlined in the Notice of Annual General Meeting at
which Shareholder approval is being sought for the issue of the Shares referred to in clause
9.1.






	9.3	 	The Executive agrees that he will not Dispose of 50% of the Shares to be issued pursuant to
clause 9.1 (ie 5 million Shares) for 12 months from their date of issue and that he will not
Dispose of the remaining 50% (ie 5 million Shares) for 24 months from their date of issue and
the Executive agrees to the Company placing a Holding Lock on all of the Shares issued
pursuant to clause 9.1 and putting in place any other necessary arrangements to enforce these
restrictions, provided that all of those Shares will be released from any restrictions
(including the Holding Lock placed on them) in the following circumstances:






	 	9.3.1	 	the retirement from full time work, redundancy, death or total and
permanent disablement of the Executive; or






	 	9.3.2	 	where:






	 	(a)	 	an offer is made for Shares pursuant to a takeover
bid;






	 	(b)	 	the Court orders a meeting to be held in relation to
a proposed compromise or arrangement relating to the Company for the
purpose of or in connection with a scheme for the reconstruction of the
Company or its amalgamation with any other company;






	 	(c)	 	the Shares the subject of the restrictions are
subject to compulsory acquisition or cancellation under law; or






	 	(d)	 	the Company enters into an agreement to sell the
whole, or substantially the whole, of its business to a third party that
is not a Related Body Corporate of the Company.




 


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Executive Employment Agreement









	9.4	 	For the avoidance of doubt, the Shares referred to in clause 9.3 will not be released from
the restrictions referred to in that clause (including the Holding Lock) in the event of the
termination of the Executive’s employment pursuant to clause 15 (whether with or without
notice and by either party). The restrictions on the Shares will only be released on the
expiry of the relevant 12 or 24 month period (as applicable) or in the circumstances set out
in clauses 9.3.1 and 9.3.2.






	9.5	 	The Executive agrees that the restrictions contained in clauses 9.3 and 9.4 will survive the
termination of the employment and will be enforceable at any time at law or in equity and will
continue to the benefit of and be enforceable by the Company until the relevant restrictions
expire.






	10	 	Options






	10.1	 	Subject to Shareholder approval, the Company will grant to the Executive, immediately
following such Shareholder approval being obtained, 7.5 million Options under the ESOP with an
exercise price of $0.33 per Option and all Options will expire, subject to the terms of the
ESOP, on the Expiry Date. The Options will become exercisable as follows:






	 	10.1.1	 	one million Options will become immediately exercisable upon the Closing Price of
the Shares being $0.48 or higher on 20 out of any 30 consecutive Trading Days
between the date of issue of the Options and the Expiry Date;






	 	10.1.2	 	one million Options will become immediately exercisable on the later of the six
month anniversary of the date of issue of the Options and the date on which the
Closing Price of the Shares has reached $0.58 or higher for 20 out of any 30
consecutive Trading Days between the date of issue of the Options and the Expiry
Date;






	 	10.1.3	 	one million Options will become immediately exercisable on the later of the 12
month anniversary of the date of issue of the Options and the date on which the
Closing Price of the Shares has reached $0.70 or higher for 20 out of any 30
consecutive Trading Days between the date of issue of the Options and the Expiry
Date;






	 	10.1.4	 	two million Options will become immediately exercisable on the later of the 18
month anniversary of the date of issue of the Options and the date on which the
Closing Price of the Shares has reached $0.84 or higher for 20 out of any 30
consecutive Trading Days between the date of issue of the Options and the Expiry
Date; and






	 	10.1.5	 	2.5 million Options will become immediately exercisable on the later of the 30
month anniversary of the date of issue of the Options and the date on which the
Closing Price of the Shares has reached $1.01 or higher for 20 out of any 30
consecutive Trading Days between the date of issue of the Options and the Expiry
Date.




 


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Executive Employment Agreement









	11	 	Expenses






	11.1	 	The Executive will be reimbursed for the amount of all reasonable travelling and other
expenses properly and necessarily incurred in the discharge of his duties in accordance with
the Company’s policy as amended from time to time. The Executive must provide to the Company
all supporting vouchers, tax invoices, receipts and documents in respect of such expenses.






	12	 	Leave






Annual Leave




	12.1	 	The Executive is entitled to four weeks paid annual leave for each year of service with the
Company in accordance with the WR Act.






	12.2	 	Annual leave will be taken at a mutually convenient time, as agreed between the Executive and
the Board. The Board may, however, direct the Executive to take excessive accrued annual
leave on one month’s notice.






Personal/Carer’s Leave




	12.3	 	The Executive is entitled to accrue 10 days paid personal/carer’s leave (including sick
leave) for each completed year of service in accordance with the WR Act.






	12.4	 	Personal/carer’s leave (including sick leave) will accrue from year to year in accordance
with the requirements of the WR Act, but will not be paid out on termination of employment.






Compassionate Leave




	12.5	 	The Executive will be entitled to up to two days compassionate leave without loss of pay in
accordance with the WR Act.






	 	 	Long Service Leave






	12.6	 	Long service leave is provided in accordance with applicable legislation.




 


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Executive Employment Agreement



	13	 	Confidential Information






Maintenance of confidential information




	13.1	 	The Executive must not disclose any Confidential Information and must use his best endeavours
to prevent the disclosure of any Confidential Information to any person except if it falls
within one of the following exceptions:






	 	13.1.1	 	the disclosure is required by law;






	 	13.1.2	 	the prior written consent of the Company is obtained to the disclosure; or






	 	13.1.3	 	the disclosure is in the proper performance of the Executive’s duties to the
Company’s agents, employees or advisers who enter into an undertaking of
confidentiality reasonably required by the Company.






	13.2	 	The Executive must not make a copy or other record of Confidential Information except in the
proper performance of the Executive’s duties.






Use of Confidential Information




	13.3	 	The Executive must not use any Confidential Information for a purpose other than for the
benefit of the Company or a Group Company.






Confidential Information in the Public Domain




	13.4	 	If the Confidential Information is lawfully within the public domain, then to the extent that
the Confidential Information is public the Executive’s obligations under this clause 13 will
cease.






Uncertainty




	13.5	 	If the Executive is uncertain as to whether certain information is Confidential Information,
the Executive will treat that information as Confidential Information unless he is advised in
writing by the Board to the contrary.






Return or destruction of Confidential Information




	13.6	 	The Executive will:






	 	13.6.1	 	upon termination of his employment with the Company, or at any time at the request
of the Board, immediately deliver to the Company all documents or other things in
his possession, custody or control on which any Confidential Information is stored
or recorded, whether in writing or in electronic or other form; or






	 	13.6.2	 	if requested by the Board, instead of delivering the Confidential Information to
the Company, destroy the Confidential Information (in the case of data stored
electronically or in other form, by erasing it from the media on which it is stored
such that it cannot be recovered or in any way reconstructed or reconstituted) and
certify in writing to the Company that the Confidential Information, including all
copies, has been destroyed.






Continuing Obligations




	13.7	 	The Executive agrees that his obligations under this clause 13 will survive the termination
of the employment and will be enforceable at any time at law or in equity and will continue to
the benefit of and be enforceable by the Company.




 


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Executive Employment Agreement









	14	 	Intellectual Property and Moral Rights






	14.1	 	The Executive acknowledges that the Company is the absolute owner of all Intellectual
Property Rights in the Works and the Inventions.






	14.2	 	The Executive must disclose to the Company all Works and the Inventions whether capable of
attracting Intellectual Property Rights or not.






	14.3	 	The Executive agrees to do all such things as may be requested by the Company to confirm or
protect the Company’s title in the Intellectual Property Rights in the Works and the
Inventions, including by:






	 	14.3.1	 	assigning to the Company all the Executive’s existing and future Intellectual
Property Rights in the Works and the Inventions (whether during or after the
termination of the employment) at the Company’s expense;






	 	14.3.2	 	applying, executing any instrument and undertaking to do all things reasonably
requested by the Company to vest the registration of title or other similar
protection to the Company; and






	 	14.3.3	 	ensuring all Intellectual Property Rights in the Works and the Inventions become
the absolute property of the Company.






	14.4	 	The Executive irrevocably consents to all or any acts or omissions by the Company which may
infringe the Executive’s Moral Rights in any of the Works and Inventions and agrees to take no
action or proceedings against the Company for such breach.






Continuing Obligations




	14.5	 	The Executive agrees that his obligations under this clause 14 will survive the termination
of the employment and will be enforceable at any time at law or in equity and will continue to
the benefit of and be enforceable by the Company.






	15	 	Termination






Termination on notice




	15.1	 	The Executive’s employment may be terminated by either party by giving three month’s written
notice to the other party, or in the case of the Company, by paying to the Executive three
months of the Executive’s total salary package in lieu of notice for all or part of the notice
period. Alternatively, the Company may direct the Executive not to report for work, or
provide the Executive with alternative duties, during part or all of the notice period.






	15.2	 	If the Company elects to terminate the Executive’s employment pursuant to clause 15.1, the
Company must, subject to Shareholder approval, pay, in addition to any amount that the Company
may elect to pay under clause 15.1, the following termination amounts to the Executive:






	 	15.2.1	 	if the Executive is terminated prior to any relocation to the United States of
America (if such relocation occurs) or is terminated at any time after the first
anniversary of his date of relocation to the United States of America (if such
relocation occurs), an amount equal to 9 months of the Executive’s total salary
package for the financial year in which he is terminated; or






	 	15.2.2	 	if the Executive is terminated at any time between the date of the Executive’s
relocation to the United States of America (if such relocation occurs) and the first
anniversary of that date, an amount equal to 15 months of the Executive’s total
salary package for the financial year in which he is terminated.




 


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Executive Employment Agreement








Termination without notice





	15.3	 	Notwithstanding any of the other provisions of this Agreement, the Company may terminate the
employment without notice if any of the following occurs:






	 	15.3.1	 	the Executive commits an act of dishonesty in relation to the affairs of the
Company; or






	 	15.3.2	 	the Executive commits a serious or persistent breach of any of the provisions of
this Agreement and, after receiving written notification of such breach from the
Board, the Executive fails to cure such breach within fifteen (15) days; or






	 	15.3.3	 	the Executive neglects or fails (otherwise than by reason of accident or ill
health) or refuses to carry out the duties required of him or refuses or fails to
comply with any lawful directions given to him by the Board; or






	 	15.3.4	 	the Executive is in material breach of a Company policy or procedure and, after
receiving written notification of such breach from the Board, fails to cure such
breach within fifteen (15) days; or






	 	15.3.5	 	the Executive is charged with a criminal offence which is likely to affect
adversely the Company’s or any Group Company’s reputation as determined by the Board
and verified by an independent consultant agreed to by the Board and the Executive
or if agreement cannot be reached within 10 Business Days of the matter being raised
by the Board then the independent consultant to be used will be a consultant
nominated by the President of the Law Society of New South Wales; or






	 	15.3.6	 	the Executive acts in a manner (whether in the course of his duties or otherwise)
which does or, in the reasonable opinion of the Board, is likely to bring him or the
Company or any Group Company into serious disrepute; or






	 	15.3.7	 	the Executive commits any act of bankruptcy; or






	 	15.3.8	 	the Executive executes a personal insolvency agreement under Part X of the
Bankruptcy Act 1966 or a similar law of a foreign company and the terms of that
agreement have not been fully complied with; or






	 	15.3.9	 	the Executive is precluded by the Corporations Act 2001 (Cth) from taking part in
the management of a corporation, or is disqualified from holding office as a
director of any company by virtue of any legislation.




 


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Executive Employment Agreement









Obligations on termination




	15.4	 	On termination of this Agreement, the Executive must return to the Company all property which
belongs to the Company or any Group Company including, but not limited to, all books,
software, computers, documents, papers, materials, credit cards, cars, petrol cards, mobile
telephones and keys held by the Executive or under the Executive’s control.






Set-off




	15.5	 	The Company may withhold and retain any amounts which might otherwise be owed to the
Executive to offset any amounts of debt owed by the Executive to the Company or any money
advanced to the Executive.






Resignation from Office




	15.6	 	If, on termination of this Agreement, the Executive is a director or holds some other office
with, or other appointment of, the Company or of any Group Company, the Executive must resign
from such positions.






	15.7	 	The Executive irrevocably appoints the Company Secretary, or any other employee of the
Company nominated by the Company Secretary, as attorney to sign the Executive’s resignation on
behalf of the Executive if the Executive refuses or fails to resign from any directorships or
other appointments within the Group on termination of this Agreement for any reason.






No compensation




	15.8	 	If this Agreement is terminated by the Company under this clause 15, the Executive
acknowledges and agrees that, other than as set out in this Agreement, he has no further claim
against the Group for compensation for loss of office in respect of the termination.







	16 	 	Non Competition






Non-competition during employment




	16.1	 	The Executive undertakes, during his employment with the Company, not to participate in,
promote, carry on or otherwise be either directly or indirectly concerned with or involved in
financially or otherwise any business (or part of a business) which is in competition with a
business (or part of a business) of the Company or any Group Company.




 


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Executive Employment Agreement









Non-competition after the employment




	16.2	 	Save that nothing in this clause 16 restricts the Executive from holding (either directly or
indirectly) in aggregate not more than 5% of the issued ordinary shares in the capital of any
body corporate listed on a recognised stock exchange, the Executive will not, without the
prior written consent of the Company:






	 	16.2.1	 	on his own account or for or on behalf of any person or entity;






	 	(a)	 	participate in, promote, carry on, assist or
otherwise be directly or indirectly concerned with or involved in,
financially or otherwise (whether as a member, shareholder, unit-holder,
director, consultant, advisor, contractor, principal, agent, manager,
employee, beneficiary, partner, associate, trustee, financier or in any
other capacity) any Prohibited Business;






	 	(b)	 	solicit or endeavour to solicit or approach any
director, officer, senior employee, contractor or agent of the Company or
a Group Company known personally to the Executive or who is likely to be
in possession of any trade secret or Confidential Information of the
Company or a Group Company, with the purpose of enticing that person away
from the Company or Group Company and procuring the employment or
engagement of that person by any Prohibited Business;






	 	(c)	 	solicit, canvass, approach or accept any approach
from any person or entity who was, during the Relevant Period, a customer,
supplier, distributor or licensee of or to the Company or a Group Company,
with a view to establishing a relationship with or obtaining the custom of
that person or entity with a Prohibited Business; or






	 	(d)	 	interfere or seek to interfere, directly or
indirectly, with the relationship between the Company or a Group Company
and its customers, suppliers, distributors, licensees, officers,
employees, contractors or agents in the conduct of its business;






	 	16.2.2	 	at any time after termination of the Executive’s employment with the Company for a
period of:






	 	(a)	 	24 months;






	 	(b)	 	18 months;






	 	(c)	 	12 months;






	 	(d)	 	6 months; and






	 	16.2.3	 	anywhere within:






	 	(a)	 	the World;






	 	(b)	 	Australasia, Asia, North America and Europe;






	 	(c)	 	North America and Western Europe;






	 	(d)	 	United States of America.




 


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Construction of restraint clause




	16.3	 	Clause 16.2 must be construed and have effect as if it were the number of separate
sub-clauses which results from combining the commencement of clause 16.2 with each sub-clause
of clause 16.2.1 and combining each combination with each sub-clause of 16.2.2 and combining
each combination with each sub-clause of clause 16.2.3, each resulting sub-clause being
severable from each other resulting sub-clause.






	16.4	 	If any of the resulting sub-clauses are invalid or unenforceable for any reason, that
invalidity or unenforceability will not prejudice or in any way affect the validity or
enforceability of any other resulting sub-clause.






Acknowledgements




	16.5	 	The Executive acknowledges that:






	 	16.5.1	 	the prohibitions and restrictions contained in this clause 16 are reasonable
having regard to the interests of the Company and the Group Companies, the nature of
the Executive’s duties and responsibilities to the Company and the quantum of Shares
and Options to be issued to the Executive under this Agreement; and






	 	16.5.2	 	if the Executive breaches his obligations under this clause 16 then, in addition
and without prejudice to any other remedy which the Company may have, the Company is
entitled to seek and obtain interlocutory and permanent injunctive relief in any
court of competent jurisdiction.






	16.6	 	The prohibitions and restrictions contained in this clause 16 survive the termination of the
Executive’s employment and will continue for the benefit of the Company.






	17	 	Privacy and Surveillance






Privacy




	17.1	 	The Executive consents to the Company collecting, using, disclosing to third parties and
transferring overseas to other Group Companies his Personal Information and his Sensitive
Information for the purpose of his employment and for purposes related to that purpose.






Surveillance




	17.2	 	From the Commencement Date, on an ongoing basis, the Executive’s computer use, including his
internet and email use will be subject to continuous monitoring through the use of software,
in accordance with Company policy.




 


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Executive Employment Agreement









	18	 	Taxes






	18.1	 	The Executive is liable for all taxes payable in relation to the Shares and Options issued
pursuant to this Agreement (including any Shares issued on exercise of any Options issued
pursuant to this Agreement) and any other remuneration paid to the Executive pursuant to this
Agreement (including bonuses and termination payments) and the Company may make all taxation
deductions or withholdings that it is required by law to make in respect of such Shares,
Options and other remuneration.






	19	 	Acknowledgement






	19.1	 	The Executive acknowledges that the Company has given the Executive the opportunity to seek
independent advice of the Executive’s own choosing prior to executing this Agreement, that the
Executive has done so and that the Executive understands the terms of this Agreement and
accepts them as fair and reasonable.






	20	 	Governing Law






	20.1	 	The interpretation and enforcement of this Agreement will be subject to the laws of New South
Wales. The parties submit to the non-exclusive jurisdiction of New South Wales courts and
courts of appeal from them. The parties will not object to the exercise of jurisdiction by
those courts on any basis.






	21	 	Notices






	21.1	 	Any notices given under this Agreement will be deemed to have been properly given if
delivered personally or sent by post, postage prepaid, or facsimile transmission in the case
of the Company to its registered office for the time being and in the case of the Executive to
his last known address.






	21.2	 	Such notices will be deemed to have been given:






	 	21.2.1	 	if by delivery, when delivered;






	 	21.2.2	 	if by facsimile transmission, when despatched and verification of successful
transmission is obtained; and






	 	21.2.3	 	if by post, postage prepaid, on the day on which in the ordinary course of post it
would be delivered.






	22	 	Entire Agreement






	22.1	 	This Agreement (including its schedules and annexures, if applicable) and any arrangements
referred to in it (including the rules of the ESOP):






	 	22.1.1	 	constitutes the entire agreement between the parties as to its subject matter and
supersedes all prior representations and agreements; and






	 	22.1.2	 	may only be altered in writing executed by the parties.




 


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Executive Employment Agreement









	23	 	Severance






	23.1	 	Any provision of this Agreement which is or becomes illegal, void or unenforceable in any
jurisdiction:






	 	23.1.1	 	is severable;






	 	23.1.2	 	will be ineffective and severable in that jurisdiction to the extent of the
illegality, voidness or unenforceability;






	 	23.1.3	 	will not invalidate the remaining provisions of this Agreement; and






	 	23.1.4	 	will not affect the validity or enforceability of that provision in any other
jurisdiction.






	24	 	Definitions and Interpretation
	 
	 	 	Definitions






	24.1	 	In this Agreement the following definitions apply:






Agreement means this document.




ASX means ASX Limited or the securities market it operates, as the context requires.




Board means the board of directors of the Company from time to time.




Business Day means a day (other than a Saturday, Sunday or public holiday) on which
trading banks are open for business in Sydney, Australia.




Commencement Date means 1 July 2008.




Closing Price means the price published on the ASX as the final price of a Share on a
Trading Day.




Confidential Information means any information, however communicated or recorded,
relating to the Company’s business or affairs or the business or affairs of a Group
Company, whether obtained by the Executive before or after the Commencement Date, and
includes, but is not limited to, any information of a commercial, operational, technical
or financial type and specifically all information relating to any apparatus, process,
training program, teaching method, formula or product, corporate opportunities, research,
financial and sales data, pricing and trading terms, evaluations, opinions,
interpretations, incentive payment bases, human resources and remuneration strategies and
plans, acquisition prospects, the identity of customers or their requirements, the
identify of key client contacts, clients lists,
sales and marketing and merchandising techniques, prospective names and marks and any
trade secret.




Dispose has the meaning given to that term in the Listing Rules.


 


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Executive Employment Agreement



ESOP means the Company’s Employee Share Option Plan approved by Shareholders at the
Company’s 2007 Annual General Meeting.




Expiry Date means, in respect of an Option, 30 September 2013 (unless the Option has
lapsed at an earlier date in accordance with the rules of the ESOP, in which case the
Expiry Date will be that earlier date of lapsing) and as a result the definition of “Last
Exercise Date” in the rules of the ESOP will read as follows in respect of the Options:




“Last Exercise Date” with respect to an Option means:




	 	(a)	 	where the Performance Hurdles in respect of an Option
have not been satisfied, 30 September 2013; or






	 	(b)	 	where the Performance Hurdles in respect of an Option
have been satisfied, 30 September 2013; or






	 	(c)	 	if a Special Circumstance arises in respect of a
Participant holding an Option, the date 3 months (or such longer period as
may be determined by the Plan Committee) after the Special Circumstance
arises; or






	 	(d)	 	if a Change of Control Event occurs while a
Participant holds an Option, the date 3 months (or such longer period as
may be determined by the Plan Committee) after the Change of Control Event
occurs.”






Group means the Company and each of its Related Bodies Corporate for the time being and
Group Company means any one of them.




Holding Lock has the meaning given to the term “holding lock” in the Listing Rules.




Intellectual Property Rights means all intellectual proprietary rights whether registered
or unregistered and whether existing under statute, at common law or in equity throughout
the world including, without limitation:




	 	(a)	 	all trade marks, trade names, logos, symbols, brand names or similar
rights, registered or unregistered designs, patents, copyright in or to the circuit
layout rights, trade secrets, Inventions and the right to have confidential
information kept confidential; and






	 	(b)	 	any application or right to apply for any of the rights referred to in
paragraph (a) above.






Inventions means any invention, discovery, idea, development, process, plan, design,
formula, specification, program including computer software and any other
matter or work whatsoever including any and all improvements or modifications made to any
Work or other matter or work which the Executive may conceive, create or develop (whether
alone or not and whether before or after this Agreement is signed), regardless of whether
or not conceived, created or generated at the discretion of the Company, within the scope
of the Executive’s employment or was created during or outside of work hours.


 


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Executive Employment Agreement



Listing Rules means the listing rules of the ASX.




Moral Rights means the right of attribution of authorship, the right not to have
authorship falsely attributed and the right of integrity of authorship, as defined in the
Copyright Act 1968 (Cth).




Option means an option to subscribe for one Share.




Personal Information has the same meaning as is given to that expression in the Privacy
Act 1988 (Cth).




Prohibited Business means a business (or part of a business) that competes with a
business (or part of a business) of the Company or any Group Company for which during the
Relevant Period the Executive has performed duties or had responsibilities in his
employment with the Company or in relation to which during the Relevant Period he has
acquired Confidential Information.




Related Body Corporate has the meaning given to it by the Corporations Act 2001 (Cth).




Relevant Period means the period commencing 12 months prior to the date of termination of
the Executive’s employment with the Company.




Sensitive Information has the same meaning as is given to that expression in the Privacy
Act 1988 (Cth).




Share means one fully paid ordinary share in the capital of the Company.




Shareholders means the ordinary shareholders of the Company from time to time.




Trading Day means a day on which Shares are traded on the ASX.




Works means any work, manual, process, article, presentations, figures, notes, diagrams
and any other materials whatsoever (and in each case whether electronic or in any other
material form), which the Executive may conceive, create or develop (whether alone or not
and whether before or after this Agreement is signed), regardless of whether or not
conceived, created or generated at the direction of the Company within the scope of the
Executive’s employment or was created during or outside of work hours.




WR Act means the Workplace Relations Act 1996 (Cth) as amended or its statutory
replacement.


 


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Executive Employment Agreement



Interpretation





	24.2	 	In this Agreement, unless the context otherwise requires:






	 	24.2.1	 	A reference to termination of this Agreement includes a reference to termination
of the Executive’s contract of employment;






	 	24.2.2	 	Headings are for convenience only and do not affect the interpretation of this
Agreement;






	 	24.2.3	 	Words importing the singular include the plural and vice versa;






	 	24.2.4	 	Words importing a gender include any gender;






	 	24.2.5	 	Cognate or derivative parts of speech and grammatical forms of a word or phrase
which are defined in this Agreement have a corresponding meaning;






	 	24.2.6	 	An expression importing a natural person includes any company, partnership, joint
venture, association, corporation or other body corporate and vice versa;






	 	24.2.7	 	A reference to a party to a document includes that party’s successors and
permitted assigns;






	 	24.2.8	 	A reference to the word ‘include’ or ‘including’ is to be construed without
limitation;






	 	24.2.9	 	A reference to a statute, regulation, proclamation, ordinance or by-laws varying,
consolidating or replacing it includes all regulations, proclamations, ordinances
and by-laws issued under that statute; and






	 	24.2.10	 	A reference to a document or agreement includes all amendments or supplements to,
or replacements or notations of, that document or agreement.




 


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Executive Employment Agreement








Execution and date




Executed as an agreement.




Date:
26 October 2008




	 	 	 	 	 	 	 
	Executed by Unilife Medical Solutions 

Limited without a common seal acting by:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/
Slavko James Joseph Bosnjak
	 	 	 	/s/ Jeff Carter	 	 
	 

Signature of Director

	 	 
	 	 

Signature of Director
	 	 
	 
	 	 	 	 	 	 
	Slavko James Joseph Bosnjak
	 	 	 	Jeff Carter	 	 
	 

Name of Director (print)

	 	 
	 	 

Name of Director (print)
	 	 
	 
	 	 	 	 	 	 
	Executed by Alan D Shortall in the presence of:	 	 	 	 
	 
	 	 	 	 	 	 
	/s/
Stephen Allen
	 	 	 	/s/ Alan D. Shortall	 	 
	 

Signature of witness

	 	 
	 	 

Signature of Alan D Shortall
	 	 
	 
	 	 	 	 	 	 
	Stephen Allen
	 	 	 	 	 	 
	 

Name of witness (print)

	 	 
	 	 

	 	 







 


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Executive Employment Agreement



Schedule 1




Duties Statement




	 	 	 
	Position Title:

	 	Chief Executive Officer (CEO)
	 
	 	 
	Supervises:

	 	Chief Financial Officer (CFO); Corporate Quality and
Regulatory Affairs Director; Project Director. Also
oversees the following departments; Administration;
Operations; Research and Development; Sales and
Marketing.
	 
	 	 
	Summary of Function:

	 	The CEO reports to the Board and works in partnership
with the executive management team and has full
responsibility for the effective leadership and business
results which contributes to the success of the Company.
	 
	 	 
	 

	 	The CEO manages the organisation to ensure the
accomplishment of the Company’s mission, vision and
policies, and the accountability of the Company to its
constituents and regulators.
	 
	 	 
	Responsibilities and
Authority:

	 	Together with the executive team, the CEO has full
responsibility to identify, implement and maintain the
business and regulatory processes as follows:
	 
	 	 
	 

	 	1. Legal compliance
	 
	 	 
	 

	 	a)   Assures the filing of all legal and regulatory
documents and monitors compliance with relevant laws and
regulations.


	 
	 	 
	 

	 	b)   Assures the implementation; filing and maintenance of
all GMP and regulatory documentation pertaining to
medical device approvals.


	 
	 	 
	 

	 	2. Mission, policy and planning
	 
	 	 
	 

	 	a)   Assists the Board in determining company values,
mission, vision, policies and goals and planning the
implementation thereof.


	 
	 	 
	 

	 	b)   Communicates to the Board the state of the Company’s
resources and the important market and regulatory
influences.


	 
	 	 
	 

	 	c)   Identifies challenges and opportunities for the
business and addresses them; bringing those which are
appropriate to the Board and/or its committees and
executive management team.








 


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Executive Employment Agreement





	 	 	 
	 

	 	3. Interaction with the Board
	 
	 	 
	 

	 	a)    Submitting recommendations to the Board for its
approval with respect to matters requiring Board approval
under applicable requirements.


	 
	 	 
	 

	 	b)    Board Committees — In conjunction with the Chairman of
the Board, the CEO will assess whether the Board
committees are provided with the resources they require
to fulfill their respective mandates.


	 
	 	 
	 

	 	4. Management and administration
	 
	 	 
	 

	 	a)    Provides general oversight of all Company activities
and together with the executive team, manages the
day-to-day operations, and assures a functioning and
efficient organisation.


	 
	 	 
	 

	 	b)    Assures business system quality and organisational
stability through development and implementation of
standards and controls, systems and procedures, and
regular evaluation thereof.


	 
	 	 
	 

	 	c)    Assures a work environment that recruits, retains and
supports quality staff and volunteers.


	 
	 	 
	 

	 	d)    Assures resource
needs are identified and actioned.


	 
	 	 
	 

	 	e)    Specifies accountabilities for the management team and
evaluates performance regularly.


	 
	 	 
	 

	 	5. Governance and Corporate Compliance
	 
	 	 
	 

	 	a)    Works with the Chairman of the Board to enable the
Board to fulfill its governance and corporate compliance
functions.


	 
	 	 
	 

	 	b)    Manages the Board’s due diligence process to assure
timely attention to core issues.


	 
	 	 
	 

	 	c)    Ensures the Company’s compliance with its Corporate
and Regulatory Governance policies and regulations.







 


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Executive Employment Agreement




	 	 	 
	 

	 	6. Investor and Community Relations
	 
	 	 
	 

	 	a)    Acts as an advocate, within the public and private
sectors, for issues relevant to the Company, its services
and constituencies.


	 
	 	 
	 

	 	b)    Serves as chief spokesperson for the Company, assuring
proper representation of the Company to the community.


	 
	 	 
	 

	 	c)    Facilitates the development and approval, by the
Board, of all public statements.


	 
	 	 
	 

	 	7. Strategic Planning
	 
	 	 
	 

	 	a)    Leads the Company’s short and long term strategic
planning, including merger & acquisition planning, for
review by the Board.


	 
	 	 
	 

	 	b)    Presents the Company’s short and long term strategic
direction and implementation plan including budget to the
Board for approval.


	 
	 	 
	 

	 	8. Financing
	 
	 	 
	 

	 	a)    Promotes programs and services that are produced in a
cost-effective manner, employing economy while
maintaining an acceptable level of quality.


	 
	 	 
	 

	 	b)    In conjunction with the CFO, oversees the fiscal
activities of the organisation including budgeting,
reporting and audit.


	 
	 	 
	 

	 	c)    Works with the
Board to ensure financing to support
short and long term goals.


	 
	 	 
	 

	 	d)    Participates actively in identifying, cultivating and
soliciting commercial growth prospects for the
organisation.









 


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