Exhibit 10.56


 


Contract of Employment


Individual Conditions


(“Agreement”)


 






 


between


 


Averion
International Corp


225 Turnpike
Rd


Southborough, MA 01772


USA


(hereinafter called “the Company”)


 


and


 


Dr.
med. Markus H. Weissbach


Burgfeldermattweg 35


4123 Allschwil


Switzerland


 


(hereinafter
called “Dr. Weissbach”)


 






 


§ 1


Position, Scope of Duties


 


(1)                                 Dr. Weissbach will
commence on October 31, 2007 (“Effective Date”) as Chief Executive Officer (“CEO”)
of the Company and Hesperion AG


 


	
   

  	
   1.1

  	
  Place(s) of employment:

  
	
   

  	
   

  	
  Hesperion AG

  
	
   

  	
   

  	
  Gewerbestrasse 24

  
	
   

  	
   

  	
  4123 Allschwil

  
	
   

  	
   

  	
  Switzerland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  



 


1

















 


	
   

  	
   

  	
  Averion International Corp

  
	
   

  	
   

  	
  225 Turnpike Rd

  
	
   

  	
   

  	
  Southborough, MA 01772

  
	
   

  	
   

  	
  USA

  



 


Dr. Weissbach is aware that his position will
require frequent traveling to and from the places of employment to subsidiaries
of the Company and Hesperion AG.


 


(2)                                  Dr. Weissbach shall
serve as Chief Executive Officer of the Company (and Hesperion AG) and shall
have the duties and responsibilities incident to such position and such other
duties as may be determined in consultation with the Company’s Board of
Directors (“Board of Directors”) which shall include, without limitation, those
duties related to strategic management of the Company. Dr. Weissbach shall
perform faithfully, cooperatively and diligently all of his job duties and
responsibilities. Dr. Weissbach agrees to and shall devote his full time,
attention and effort to the business of the Company, its subsidiaries and
affiliates, and other assignments as directed by the Company’s Board of
Directors.


 


(3)                                  Best Efforts.


 


Dr Weissbach will expend his best efforts on behalf of Company in
connection with his employment and will abide by all policies and decisions
made by Company, as well as all applicable US and/or Swiss federal, state and
local laws, regulations or ordinances.


 


(4)                                  Employment
Term.


 


Dr. Weissbach agrees to execute a United States Employment Agreement
with the Company, substantially in the form attached hereto as Annex A (the “U.S.
Employment Agreement”), no later than ten (10) calendar days following the
Effective Date of this Agreement. The term of Dr Weissbach’s employment under
this Agreement shall commence as of the Effective Date and shall continue until
the Effective Date of the U.S. Employment Agreement, at which time this
Agreement shall terminate and be replaced by the U.S. Employment Agreement.


 


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§2


Holidays


 


(1)                                  Per
calendar year, Dr. Weissbach is entitled to 30 working days.


 


(2)                                  In case of start or
termination of employment during the year, vacation is calculated pro rata
temporis. Vacations accrued during a particular year are to be taken not later
than April 30th of the following year. No cash compensation will be
given for vacation days that carry over from a prior year but are unused by
April 30 of the following year. Notwithstanding the foregoing, upon the
Effective Date of the U.S. Employment Agreement, any vacation days not used and
not forfeited in accordance with the previous sentence, shall be carried over
to the US Employment Agreement and governed thereby.


 


(3)                                  In addition, Company
holidays are detailed in a separate notice to be given at the end of the actual
year for the following year.


 


§3


Remuneration and Financial Arrangements


 


Dr. Weissbach
is entitled to receive the following payments:


 


(1)                                 Base Salary


 


As compensation for Dr.
Weissbach’s performance of his duties hereunder, Company shall pay to Executive
an initial base salary of Twenty Seven Thousand United States Dollars (USD $27,000)
per month, starting on the Effective Date, which if annualized, would represent
Three Hundred Twenty Four Thousand United States Dollars (USD $324,000) (“Annual
Base Salary”), payable in accordance with the normal payroll practices of
Company, less required deductions for Swiss and/or US state and federal
withholding tax, social security and all other employment taxes and payroll
deductions. During the term of this Agreement (until the Effective Date of the
U.S. Employment Agreement), Base Salary paid hereunder shall be converted to, and
paid in, Swiss Francs (CHF) at the initial rate of 1.1733 Swiss Francs per
United States Dollar. Accordingly, for avoidance of doubt, on an as-converted
basis, Dr. Weissbach’s initial base salary shall be Thirty


 


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One Thousand Six Hundred Eighty
(CHF 31.680) per month. For each and every subsequent 5.00% increase or
decrease in the exchange rate, there shall be a compensating increase or
decrease in base salary as expressed in Swiss Francs. (For example, if the
CHF/$ US rate should become 1.231965 (i.e. 1.1733 multiplied by 1.05), the
salary would adjust to CHF 33.264 per month). There shall be no adjustments for
movements of less than 5.00%.


 


In case that deductions are also mandatory
under US federal, state or local law and a double taxation can not be avoided,
the parties will split the difference for deductions above the Swiss
deductions.


 


(2)                                  Annual Bonus


 


In addition to the Annual
Base Salary, Dr. Weissbach shall be eligible to receive an annual cash bonus (i)
for calendar year 2007 as set forth in the Bonus Agreement between Executive
and Hesperion AG and (ii) for calendar years beginning in 2008 as set forth in
the U.S. Employment Agreement; all as determined by the Board of Directors
based upon the satisfaction of certain objective criteria and performance
standards established annually by the Board of Directors.


 


(3)                                  Stock Options


 


Concurrent with the
execution of this Agreement, Dr. Weissbach shall be granted an option to
purchase Ten Million (10,000,000) shares of Common Stock of the Company
pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”) and the
Company’s standard form of executive option agreement under the Plan. Such
option shall have an exercise price per share equal to the fair market value of
a share of such Common Stock determined in accordance with the Plan as of the Execution
Date of this Agreement. In addition, such option shall vest over four years as
set forth in the option agreement evidencing such option. Dr. Weissbach shall
also be eligible to receive additional stock options, restricted stock or other
equity incentive grants pursuant to one or more equity incentive plans offered
by the Company from time to time, subject to the approval of the Board of
Directors.


 


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(4)                                  Company Car


 


During the term of this
Agreement, Dr. Weissbach shall be entitled to use the current Company car (BMW
X5) for full private and business use.


 


(5)                                  Sign-on Bonus


 


Upon the Effective Date of
this Agreement, and subject to Dr. Weissbach’s execution of the U.S. Employment
Agreement, Dr. Weissbach shall receive a one time signing bonus in the aggregate
amount of USD $100,000, with $50,000 of such signing bonus to be paid in cash
and the remaining $50,000 to be paid in restricted stock, as set forth in
detail in, and subject to the terms of, Section 3.3 of the U.S. Employment
Agreement.


 


(6)                                  Business
expenses


 


Dr Weissbach shall be
entitled to receive prompt reimbursement for all reasonable, out-of-pocket
business expenses incurred in the performance of his duties on behalf of
Company and in compliance with the Company’s Policies. In addition, the Company
shall reimburse Dr. Weissbach’s reasonable costs for accommodation in the US until
Dr. Weissbach’s wife receives a working permit in the US allowing her relocation
to the US. To obtain reimbursement, expenses must be submitted promptly with
appropriate supporting documentation in accordance with Company’s Policies.


 


(7)                                  Relocation
expenses


 


Dr. Weissbach shall also be
entitled to receive prompt reimbursement for up to One Hundred Thousand Dollars
($100,000) in relocation expenses incurred in connection with the relocation from
Switzerland to the US that may be required in connection with performing Dr.
Weissbach’s duties hereunder. For avoidance of doubt, the aggregate
reimbursement for relocation expenses under this Agreement and the U.S.
Employment Agreement shall not exceed One Hundred Thousand Dollars ($100,000). Such
relocation expenses shall include the cost of air fare for two round trips for
Dr. Weissbach and each of Dr. Weissbach’s immediate family, transportation of
personal property, meals and lodging during any search for residential real
property to be purchased as Dr. Weissbach’s primary residence as well as the
cost of


 


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any fees paid to a broker
upon the purchase of residential real property that shall serve as Dr. Weissbach’s
primary residence in the US, but such amount shall not include the purchase
price of any such residential real estate. To obtain such reimbursement,
expenses must be submitted promptly with appropriate supporting documentation
in accordance with Company’s policies. Should Dr. Weissbach resign his
employment with the Company without Good Reason (as defined in the U.S.
Employment Agreement) or the Company terminate Dr. Weissbach’s employment for
Cause (as defined in the U.S. Employment Agreement), in either case within two
years following the execution hereof, Executive shall be obligated to return to
the Company the full amount of all relocation expenses paid to Executive
hereunder.


 


§ 4


Deductions and Contributions:


 


(1)                                  According
to the actual law the following deductions will be made from the gross salary
and matched by the Company:


 


	
  AHV/IV/EO

  	
   

  	
  5.05% of monthly salary

  
	
  Unemployment insurance

  	
   

  	
  1,00% of salary, up to the maximum insurable monthly income of CHF 8’900.—

  



 


In case that the deductions are also
mandatory under US federal, state or local law and a double “taxation” can not
be avoided, the parties will split the difference for deductions above the
Swiss deductions.


 


(2)                                  Dr.
Weissbach will be insured by the company for:


 


•
Professional and non-professional accidents


•
Salary continuation in case of illness and accidents


 


§ 5


Pension Plan


 


With the beginning of the employment Dr. Weissbach will participate in
the Company’s Pension Plan.


 


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Dr Weissbach’s contribution will be 7.5% of his gross salary; the
Company’s contribution will be 7.5% of his salary. These percentages will be
applied to the “Saving” part of the Pension; Admission to the Pension Plan is
subject to filling-out a medical questionnaire. In certain cases, the findings
may result in curtailment of the pension. Insurance premiums for death and
disability benefits (“Risk” part) are fully covered by the Company.


 


The pension plan’s coverage is given in detail in the amendment: “Pension
Fund Terms”.


 


If the above Swiss solution is not possible under the Company’s pension
fund system, the Parties agree to implement a solution that is as economically
equal as possible to the solution set forth above taking into account the need
to comply with all applicable laws.


 


§6


Contractual Term


 


(1)           This
Agreement may be terminated by either party with 6 (six) months notice. The
letter of notice must be sent by registered mail before the end of the month.


 


(2)           This
Agreement shall end without termination at the end of such month where Dr. Weissbach
attains the age of retirement defined by Swiss law or when it is replaced by the
US Employment Agreement.


 


(3)           After
notice of termination of the Agreement has been given by one of the parties,
the Company is entitled to grant Dr. Weissbach leave of absence which shall be
set-off against Dr. Weissbach’s vacation leave pursuant § 2.


 


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§7


Non-Solicitation Clause


 


On the termination of this agreement Dr.
Weissbach shall neither on his own account nor for any other person, firm or
company for a period of 12 months from the date of such termination:


 


a)                                      Solicit,
interfere with or endeavor to entice away from the Company or Hesperion AG or
their subsidiaries a person, firm or company who is a customer or a client of
the Company;


 


b)                                     Employ or endeavor
to entice away from the Company or Hesperion AG or their subsidiaries any                person who is in
the employment of the Company;


 


c)                                      Directly or
indirectly interfere or seek to interfere with the continuance of supplies to
the Company or Hesperion AG or their subsidiaries from any supplier of goods or
services to the Company.


 


If Dr. Weissbach violates the Non-Solicitation Clause, the Company is
entitled to exercise legal action to stop the infringement and to obtain
compensation for incurred damages. The Company may waive the Non-Solicitation
Clause unilaterally.


 


The Non-Solicitation Clause will not apply under the following
conditions:


 


•                                          Change of
ownership of the Company


•                                          Unilateral
termination of the contract by the Company for any reasons other than cause as
defined in §12 of Hesperion’s “Employment Agreement “General Conditions”.


 


§ 8


Competition Clause


 


If the Employee violates the Competition Clause, the Company is entitled
to exercise legal action to stop the infringement and to obtain compensation
for incurred damages. The Company may waive the Competition Clause
unilaterally.


 


The Competition Clause will not apply under
the following conditions:


 


•                                          Change of
ownership of the Company


•                                          Unilateral
termination of the contract by the Company for any reasons other than cause as
defined in §12 of Hesperion’s


 


8

















 


“Employment
Agreement “General Conditions” and attached hereto as Annex B.


 


§ 9


Supplements
to the Contract


 


In
addition to the terms of this Agreement, Hesperion’s Employment Handbook forms
an integral part of this Agreement.


 


It
is expressly agreed by the Parties that the Company reserves the right to amend
or supplement these regulations either by mutual agreement with Dr. Weissbach.


 


§10


Condition Precedent


 


This
Agreement is subject to the following conditions precedent:


 


the
employment agreement between Hesperion AG and Dr. Weissbach dated September
22/30, 2004 is terminated as of the Effective Date (providing that the bonus
for the business year 2007 and other benefits be calculated on a pro rata
temporis basis and the termination of such agreement does not negatively effecting
Dr. Weissbach’s entitlement under such old agreement); and  the Company
acquires Hesperion AG.


 


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§11


Governing Law


 


This
Agreement is governed by Swiss law without regard to the conflict of law rules.


 


	
  Date:

  	
  October 31, 2007

  	
   

  	
  Date:

  	
  October 31, 2007

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Averion International Corp

  	
   

  
	
  By its Executive Chairman

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Philip T. Lavin, Ph.D.

  	
   

  	
  /s/ Dr. Markus Weissbach

  	
   

  
	
  Philip T. Lavin, Ph.D.

  	
          Dr.
  med. Markus Weissbach

  
								



 


Annexes A-C


 


10