Helius Medical Technologies, Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






EXECUTION VERSION 

EMPLOYMENT AGREEMENT 

EMPLOYMENT AGREEMENT (the
“Agreement”), dated effective as of October 19, 2015 (the “Effective Date”), by
and between NeuroHabilitation Corporation a Delaware registered
corporation (the “Company”), and Joyce LaViscount (the “Executive”). 

W I T N E S S E T H: 

WHEREAS,
the Company desires to employ the Executive and the Executive desires to be
employed by the Company, upon the terms and subject to the conditions set forth
in this Agreement. 

NOW,
THEREFORE, in consideration of the covenants and agreements hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows: 

1.      EFFECTIVENESS
OF AGREEMENT 

This
Agreement shall become effective as of the Effective Date. 

2.      EMPLOYMENT
AND DUTIES 

2.1.      General. The
Company hereby employs the Executive, and the Executive agrees to serve, as the
Chief Financial Officer (CFO) and Chief Operating Officer (COO) of the Company, upon the terms and conditions contained herein. The
Executive shall have all of the responsibilities and powers normally associated
with such office in a company of the size and nature as the Company. The
Executive shall perform such other duties and services for the Company
commensurate with the Executive’s position as may be reasonably
designated from time to time by the CEO of the Company. The Executive agrees
to serve the Company faithfully and to the best of the Executive’s ability under
the direction of the CEO. The Executive will devote substantially all of her
working time to the performance of her duties under this Agreement. The
Executive will disclose in writing to the CEO all other board responsibilities
and time commitment to other interest that may impede on her employment. Any
outside interest including board position, charitable organizations or other
items consuming Executive’s normal employment time will need to be approved in
writing by the CEO. 

2.2.      Term
of Employment. The Company and Executive hereby acknowledge that Executive’s
employment by the Company shall be at-will (as defined under applicable law),
and may be terminated at any time, with or without Cause (as defined below), at
the option of either the Company or Executive, subject in some cases to the
prior notice period required under Section 5 of this Agreement. If Executive’s
employment terminates for any reason, Executive shall not be entitled to any
payments, benefits, damages, awards or compensation other than as specifically
provided in Section 5 of this Agreement. No provision of this Agreement shall be
construed as conferring upon Executive a right to continue as an employee of the
Company. On the date on which Executive’s employment with the Company
terminates, for whatever reason, unless specifically otherwise agreed in writing
between Executive and the Company, Executive shall cease to hold any position
(whether as an officer, director, manager, employee, trustee, fiduciary, or
otherwise) with the Company and any of its affiliates. The period of Executive’s
employment under this Agreement is referred to herein as the “Employment Term.”


2.3.      Reimbursement
of Expenses. The Company shall reimburse the Executive for reasonable travel
and other business expenses incurred by the Executive in the fulfillment of the
Executive’s duties hereunder upon presentation by the Executive
of an itemized account of such expenditures, in accordance with practices of the
Company applied during the Employment Term.




2.4.      Place
of Employment. During the Employment Term the Executive shall principally
work out of the office at 41 University Drive, Suite 400, Newtown PA 18940
provided, however, that the Company may require the Executive to travel
from time to time in order to effect the Company’s business consistent with the
Executive’s position. 

3.      COMPENSATION


3.1.      Base
Salary. The Executive shall receive a base salary (“Base Salary”) at an
annualized rate of $300,000. The Base Salary shall be payable in arrears in
equal installments not less frequently than semi-monthly in accordance with the
payroll practices of the Company, less such appropriate deductions as shall be
required to be withheld by applicable law and regulations, or by written
election of the Executive if agreed to by the Company. 

3.2.      Annual
Review. The Executive’s Base Salary shall be reviewed by the CEO, based upon
the Executive’s performance, not less often than annually, and the Executive’s
Base Salary may thereafter be increased as may be approved by the Board in its
sole discretion. In addition to any increases affected as a result of such
reviews as contemplated by the first sentence of this Section 3.2, the Board
may, upon the recommendation of the chairperson of the Board, at any time and in
its sole discretion, increase the Executive’s Base Salary. The term “Base
Salary” as used herein shall mean and refer to the then current base salary, as
increased and adjusted from time to time in accordance with this Section 3.2
hereof. 

3.3.      Annual
Bonus. In addition to Base Salary, the Executive shall be eligible to
receive an annual bonus (“Annual Bonus”), for each of the calendar years ending
during the Employment Term. The Executive shall have the opportunity to receive
a target annual bonus of twenty five (25%) of Base Salary (“Target Bonus”),
conditioned upon, and subject to upward or downward adjustment based upon,
achievement of the Company and individual goals to be established in good faith
by the CEO and the Executive commencing with the fiscal year 2016, with any such
bonus being payable within thirty (30) days following the Company’s receipt of
its audited financial statements pertaining to such year, usually occurring at
or about April 1 of the following year. The Executive must be employed as of the
date the Annual Bonus is distributed to receive the Annual Bonus.

3.4      Stock
Options: The executive will be granted 750,000 stock options for 5 years at
a strike price 5% higher than the closing stock price on her first day or work.
One Hundred Eighty Seven Thousand Five Hundred (187,500) or 25% of the options
will vest upon signature of this Agreement by the Executive. The next three (3)
tranches of 25% each of outstanding options will vest every twelve (12) months
following Executive’s execution of this Agreement. Following the initial vesting
of 187,500 options, Executive must be employed on the date of vesting of the
remaining options. Any option vested prior to the Executive leaving the Company
for any reason will continue to be vested. In the event of a consummation of
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets or more than fifty percent (50%) of the
Company’s equity, the vesting timetable will accelerate and all outstanding
options will immediately become fully vested. 

4.      EMPLOYEE
BENEFITS 

4.1.      The
Executive shall, during the Employment Term, be included to the extent eligible
thereunder in an employee benefit plans, (including, without limitation, any
plans, programs or arrangements providing health, or vacation and paid holidays)
which shall be established by the Company for, or made generally available to,
senior executives of the Company whose positions are commensurate to that of the
Executive. 




4.2.      The
Executive shall, during the Employment Term, be allowed to take up to four (4)
weeks of vacation and sick leave each year or such other amount as shall be
established by the Company for senior executives of the Company whose positions
are commensurate to that of the Executive. 

5.      TERMINATION
OF EMPLOYMENT 

5.1.      Termination
Without Cause or For Good Reason 

5.1.1.      General.
The employment of the Executive may be terminated by the Company at any time
without Cause (as defined in Section 5.3) or by the Executive for Good Reason
(as defined in Section 5.4) by written notice to the other party, as applicable.
Subject to the provisions of Sections 5.1.2, 5.1.3 and 5.1.4 and notwithstanding
the pendency of the Employment Term, if the Executive’s employment is terminated
by the Company without Cause or by the Executive for Good Reason, the Company
shall pay the Executive an aggregate amount equal to the sum of the Executive’s
Base Salary and a pro rata portion of the Annual Bonus paid for the year
preceding the year of the Executive’s termination of empl oy me nt (based on a fraction where the numerator equals the number
of months of employment in the current calendar year (rounding up to the end of
the last month of employment) and the denominator equals
twelve(12)). with such t o t a l amount to be paid in equal monthly installments
during the twelve (12) month period following such termination of employment
(“Severance Period”) . In addition, there shall be an accelerated vesting of any
remaining unvested options outstanding as of the date of termination such that
the Executive shall have a total of 750,000 vested options The Executive shall
have no further right to receive any other compensation or benefits after such
termination of employment except as determined in accordance with the terms of
the employee benefit plans or programs of the Company. 

5.1.2.      Release.
The receipt of severance pay and benefits, in any amount, is conditioned upon
and subject to the Executive’s execution of a standar d release and waiver
promptly delivered to the Executive after termination in a form reasonably satisfactory to the Company. Such release
shall be executed and delivered (and no longer subject to revocation, if
applicable) within sixty (60) days following termination. The Executive will not
receive severance pay and benefits, in any amount or under any circumstances, if
the Company’s release and waiver is not executed and in full effect. 

5.1.3.      Conditions
Applicable to the Severance Period. If, during the Severance Period, the
Executive materially breaches her obligations under Section 7 of this Agreement,
the Company may, upon written notice to the Executive, terminate the Severance
Period and cease to make any further payments or provide any benefits described
in Section 5.1.1. 

5.1.4.      Death
During Severance Period. In the event of the Executive’s death during the
Severance Period, payments of Base Salary under this Section 5 shall continue to
be made during the remainder of the Severance Period to the beneficiary
designated in writing for this purpose by the Executive or, if no such
beneficiary is specifically designated, to the Executive’s estate. 

5.1.5.      Date
of Termination. The date of termination of employment without Cause shall be
the date specified in a written notice of termination to the Executive. 




5.2.      Other
Termination. 

5.2.1.      General.
If prior to the expiration of the Employment Term, the Executive’s employment is
terminated by the Company for Cause or the Executive resigns other than for Good
Reason, the Executive shall be entitled only to (i) payment of the Executive’s
Base Salary as then in effect through and including the date of termination or
resignation, and (ii) accrued but unused vacation and personal days, floating
holidays as well as Company reimbursable expenses. The Executive shall have no
further right to receive any other compensation or benefits after such
termination or resignation of employment, except as determined in accordance
with the terms of the employee benefit plans or programs of the Company or as
required by law (e.g., COBRA). 

5.2.2.      Date
of Termination. Subject to the provision in Section 5.3, the date of
termination for Cause shall be the date specified in a written notice of
termination to the Executive and the date of resignation by the Executive shall
be the date specified in the Executive’s written resignation to the Company.


5.3.      Cause.
Termination for “Cause” shall mean termination of the Executive’s employment, in
the sole judgment of the Company, because of one or more of the following: 

(i)      any
act or omission that constitutes gross negligence, misconduct, or a material
breach by the Executive of any of the Executive’s material duties or obligations
under this Agreement; 

(ii)      the
refusal and continued failure of the Executive to substantially perform the
duties reasonably required of the Executive (except termination due to death or
Permanent Disability (as hereinafter defined) as addressed below) that is not
cured within thirty (30) days of written notice from the Company; 

(iii)      conviction
of a crime (including conviction on a nolo contendre plea)
involving fraud, dishonesty or moral turpitude; 

(iv)      any
other serious misconduct by the Executive which is injurious to the financial
condition or business reputation of the Company or any of its subsidiaries or
affiliates; 

(v)      a
material breach of this Agreement that is not cured within ten (10) days of
written notice from the Company. 

5.4.      Good
Reason. Termination for “Good Reason” shall mean termination of the
Executive’s employment, in the sole judgment of the Executive, because of one or
more of the following: (i) any material change in the nature or scope of the
Executive’s authority, duties or responsibilities; or (ii) any reduction in the
Executive’s Base Salary (other than a proportional reduction as part of a
generalized reduction in the base salaries of senior management of the Company
or due to an administrative mistake which is timely resolved); (iii)
consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company; or (iv) a
Change of Control (hereinafter defined); provided, however, that
Executive may not resign her employment for Good Reason unless: (x) Executive
provided the Company with at least thirty (30) days prior written notice of her
intent to resign for Good Reason (which notice must be provided within sixty
(60) days following the occurrence of the event(s) purported to constitute Good
Reason); and (y) the Company has not reasonably remedied the alleged
violation(s) within the thirty (30) day period.

5.5      Change
of Control. For purposes of this Agreement, a “Change of Control” shall mean any
one of the following events: 




(i)
The date on which any “Person” as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is
not, as of the date of this Agreement, the “beneficial owner” (as defined in
Rule 13d-3 promulgated under the Exchange Act) of fifty-one percent (51%) or
more of the combined voting power of the Company’s outstanding securities having
the right to vote for the election of directors, becomes a “beneficial owner”;


(ii)
The date on which the majority of the members of the board of directors of the
Company does not consist of individuals who are incumbent directors on the date
of this Agreement or directors selected by such incumbent directors; or 

(iii)
Any one or series of decisions by the Company which vest the powers and
authority of the CEO on the date hereof to another or the current CEO’s
authority and responsibilities are diminished in any material respect.

6.      DEATH
OR DISABILITY 

In
the event of termination of employment by reason of death or Permanent
Disability, the Company shall continue to make payment of the Base Salary to the
Executive’s legal representatives (in the case of Executive’s death) or to
Executive (in the case of Executive’s disability) in accordance with the
Company’s general policies and practices then in effect, and the Executive or
the Executive’s estate shall be entitled to Base Salary and benefits determined
under Sections 3 and 4 hereof for a period of (i) six (6) months beginning on
the date of death or (ii) in the case of Permanent Disability, for twelve (12)
months beginning on the date of Permanent Disability. Other benefits shall be
determined in accordance with the benefit plans maintained by the Company, and
the Company shall have no further obligation hereunder. For purposes of this
Agreement, “Permanent Disability” means the Executive shall have been absent
from or unable to perform the Executive’s duties with the Company, as a result
of the Executive’s incapacity due to physical or mental illness for a continuous
period of one hundred eighty (180) days and that within thirty (30) days after
receiving a notice of termination from the Company the Executive shall not have
returned to the full time performance of the Executive’s duties. The notice of
termination shall set forth in reasonable detail the facts claimed to provide
the basis for the Company determination that a Permanent Disability exists. 

4 




EXECUTION VERSION 

7.      NONSOLICITATION;
NONDISPARAGEMENT; CONFIDENTIALITY; NONCOMPETITION; INVENTIONS AND
PATENTS 

7.1.      Nonsolicitation.
For so long as the Executive is employed by the Company and continuing for
twelve (12) months thereafter, the Executive shall not, without the prior
written consent of the Company, directly or indirectly, as a sole proprietor,
member of a partnership, stockholder or investor, officer or director of a
corporation, or as an employee, associate, consultant or agent of any person,
partnership, corporation or other business organization or entity other than the
Company: (x) (i) solicit or endeavor to entice away from the Company, or any of
its subsidiaries or affiliates, any person or entity who is employed by, or
serves as an agent or key consultant of, the Company, or any of its subsidiaries
or affiliates, or (ii) solicit any person or entity who during the then most
recent twelve-month period, was employed by or served as an agent or key
consultant of the Company or any of its subsidiaries or affiliates, or (y)
endeavor to entice away from, the Company, or any of its subsidiaries or
affiliates or solicit with respect to services then being rendered, or actually
planned to be rendered within the nonsolicitation period, by the Company or any
such subsidiary or affiliate, any person or entity who is, or was within the
then most recent twelve month period, a customer (or reasonably anticipated) (to
the general knowledge of the Executive or the public) to become a customer or
client of the Company, or any of its subsidiaries or, affiliates (“Customers”).
For the purposes of this Section 7.1, ownership of securities having no more
than one percent of the outstanding voting power of any entity which is listed
on any national securities exchange or traded actively in the national
over-the-counter market shall not be deemed in violation of this Section 7.1 so
long as the Executive has no other connection or relationship with such entity.


7.2.      Non-Disparagement.
The Executive hereby covenants and agrees that the Executive shall not, directly
or indirectly, make or solicit or encourage others to make or solicit any
disparaging remarks concerning the Company or its affiliates, or any of its
products, services, businesses or activities; provided that the foregoing
restriction shall not prevent truthful testimony compelled by valid legal
process. 

7.3.      Confidentiality.
The Executive covenants and agrees with the Company that the Executive will not
at any time, except in performance of the Executive’s obligations to the Company
hereunder or with the prior written consent of the Company, directly or
indirectly, disclose any secret or confidential information that the Executive may
learn or has learned by reason of the Executive’s association with the Company,
or any of its subsidiaries or affiliates. The term “confidential information”
includes information not previously disclosed to the public or to the trade by
the Company’s management or otherwise in the public domain, with respect to the
Company’s or any of its affiliates’ or subsidiaries’, products, facilities,
applications and methods, trade secrets and other intellectual property,
systems, procedures, manuals, confidential reports, product price lists,
customer lists, technical information, financial information (including the
revenues, costs or profits associated with any of the Company’s products),
business plans, prospects or opportunities, but shall exclude any information
which (i) is or becomes available to the public or is generally known in the
industry or industries in which the Company operates other than as a result of
disclosure by any employee of the Company, including, but not limited to, the
Executive, in violation of any agreement with the Company including, but not
limited to, the Executive’s agreement under this Section 7.3 or (ii) the
Executive is required to disclose under any applicable laws, regulations or
directives of any government agency, tribunal or authority having jurisdiction
in the matter or under subpoena or other process of law, or (iii) which
Executive demonstrates was already known to the Executive prior to the
Executive’s employment with the Company. 

5 




EXECUTION VERSION 

7.4.      No
Competing Employment. For so long as the Executive is employed by the
Company and continuing for twelve (12) months thereafter, the Executive shall
not, directly or indirectly, as a sole proprietor, member of a partnership,
stockholder, investor, officer or director of a corporation, or as an employee,
associate, consultant or agent of any person, partnership, corporation or other
business organization or entity other than the Company or any of its
subsidiaries or affiliates render any service to or in any way be affiliated
with a competitor (become a competitor) of the Company or any of its
subsidiaries or affiliates. For purposes of this Section 7.4, as it relates to
the twelve (12) month period following the termination of Executive’s employment
with the Company, an entity which neither sells nor markets, directly or
indirectly, products or services substantially similar to those of the Company,
its subsidiaries or affiliates or those being actively developed by the Company,
its subsidiaries or affiliates to at least one of the existing Customers of the
Company or its subsidiaries or affiliates or the Customers being actively
developed or solicited by the Company or its subsidiaries or affiliates nor
proposes to develop products or services for sale, directly or indirectly, to
any such Customer, shall not be deemed to be a competitor of the Company. For
the purposes of this Section 7.4, ownership of securities having no more than
five percent of the outstanding voting power of any competitor which his listed
on any national securities exchange or traded actively in the national
over-the-counter market shall not be deemed in violation of this Section 7.4 so
long as the Executive has no other connection or relationship with such
competitor. 

7.5.      Exclusive
Property. The Executive confirms that all confidential information is and
shall remain the exclusive property of the Company. All business records, papers
and documents kept or made by the Executive relating to the business of the
Company shall be and remain the property of the Company. 

7.6.      Inventions
and Patents. The Executive acknowledges that all discoveries, concepts,
ideas, inventions, innovations, improvements, developments, methods, processes,
design, analyses, drawings, specifications, plans, sketches, reports, materials,
programs, systems, software, models, know-how, devices, data, databases,
technology, trade secrets, works of authorship, copyrightable works, and all
patents, registrations or applications related thereto, all other intellectual property or proprietary information and all
similar or related information (whether or not patentable and copyrightable and
whether or not reduced to tangible form or practice) which relate to the
business, research and development or existing or future products or services of
the Company and or its subsidiaries or affiliates and which are conceived,
developed or made by her during the Executive’s employment with the Company
(“Work Product”) shall be deemed to be “work made for hire” (as defined in the
Copyright Act, 17 U.S.C.A. § 101 et seq., as amended) and owned exclusively by
the Company. To the extent that any Work Product is not deemed to be “work made
for hire” under applicable law, and all right, title and interest in and to such
Work Product have not automatically vested in the Company, the Executive hereby
(a) irrevocably assigns, transfers and conveys, and shall assign transfer and
convey, to the full extent permitted by applicable law, all right, title and
interest in and to the Work Product on a worldwide basis to the Company (or such
other person or entity as the Company shall designate) without further
consideration, and (b) waives all moral rights in or to all Work Product, and to
the extent such rights may not be waived, agrees not to assert such rights
against the Company or its respective licensees, successors or assigns. The
Executive shall promptly disclose such Work Product to the Company and execute
all documents and perform all actions reasonably requested by the Company
(whether during or after the Executive’s employment with the Company) to
establish, confirm, evidence, effectuate, maintain, protect, enforce, perfect,
record, patent or register any of the Company’s rights hereunder (including,
without limitation, assignments, consents, powers of attorney and other
instruments). Notwithstanding the above, Executive shall immediately advise the
Company of all Work Product and request specific permission, in writing, to be
exempt from this paragraph for that Work Product only. Executive shall only be
exempt if the Executive receives specific permission, in writing, from the
Board. 

6 




EXECUTION VERSION 

7.7.      Injunctive
Relief. Without intending to limit the remedies available to the Company,
the Executive acknowledges that a breach of any of the covenants contained in
this Section 7 may result in material and irreparable injury to the Company or
its affiliates or subsidiaries for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of such a breach or threat thereof, the Company shall be
entitled to seek a temporary restraining order and/or preliminary or permanent
injunction restraining the Executive from engaging in activities prohibited by
this Section 7 or such other relief as may be required specifically to enforce
any of the covenants in this Agreement. If for any reason it is held that the
restrictions under this Section 7 are not reasonable or that consideration
therefore is inadequate, such restrictions shall be interpreted or modified to
include as much of the duration and scope identified in this Section 7 as will
render such restrictions valid and enforceable. 

8.      ARBITRATION


Any
dispute arising under or in connection with this Agreement or Executive’s
employment or termination thereof, other than Section 7 that cannot be mutually
resolved by the parties hereto shall be settled exclusively by arbitration in
Philadelphia, Pennsylvania in accordance with the rules of the American
Arbitration Association then in effect, before one arbitrator of exemplary
qualifications and stature, who shall be selected jointly by the Company and the
Executive, or, if the Company and the Executive cannot agree on the selection of
the arbitrator selected by the American Arbitration Association (provided that
any arbitrator selected by the American Arbitration Association shall not,
without the consent of the parties hereto, be affiliated with the Company or the
Executive or any of their respective affiliates). Judgment may be entered on the arbitrator’s award in any court having
jurisdiction. The parties hereby agree that the arbitrator shall be empowered to
enter an equitable decree mandating specific enforcement of the terms of this
Agreement. The parties understand and agree, however, that disputes arising
under Section 7 of this Agreement may be brought in a court of law or equity
without submission to arbitration. The Executive further agrees to accept
service of process by first class or certified United States mail and consents
to the jurisdiction of the Philadelphia, Pennsylvania courts. 

7 




EXECUTION VERSION 

9.      SECTION
409A COMPLIANCE 

To
the extent applicable, this Agreement shall be interpreted in accordance with
Section 409A of the internal Revenue Code of 1986, as amended (“Section 409A”),
and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance
that may be issued after the date hereof (“409A Guidance”). Notwithstanding any
provision of the Agreement to the contrary, (i) if, at the time of the
Executive’s termination of employment with the Company, the Executive is a
“specified employee” as defined in 409A Guidance and the deferral of the
commencement of any payments or benefits otherwise payable hereunder as a result
of such termination of employment is necessary in order to prevent any
accelerated or additional tax under 409A Guidance, then the Company will defer
the commencement of the payment of any such payments or benefits hereunder
(without any reduction in such payments or benefits ultimately paid or provided
to the Executive) until the date that is six months following the Executive’s
termination of employment with the Company (or the earliest date as is permitted
under Section 409A), (ii) if any other payments of money or other benefits due
to the Executive hereunder could cause the application of an accelerated or
additional tax under Section 409A, the Company may (a) adopt such amendments to
the Agreement, including amendments with retroactive effect, that the Company
determines necessary or appropriate to preserve the intended tax treatment of
the benefits provided by the Agreement and/or (b) take such other actions as the
Company determines necessary or appropriate to comply with the requirements of
409A Guidance; provided, however, that the Company shall consult with the
Executive in good faith regarding the implementation of this Section 9, and in
no event shall the benefits to which Executive is entitled be reduced and the
period of deferment shall not exceed 6 months, and (iii) to the extent that the
payment of any amount under Section 5.1.1 constitutes “nonqualified deferred
compensation” for purposes of Section 409A, any such payment scheduled to occur
during the first sixty (60) days following the termination of employment shall
not be paid until the first regularly scheduled pay period following the
sixtieth (60th) day following such termination and shall include the
payment of any amount that was otherwise scheduled to be paid prior thereto.


10.      MISCELLANEOUS


10.1.      Notices.
All notices or communications hereunder shall be in writing, addressed as
follows: 

	To the Company: 	Helius Medical Technologies Inc. 
	  	41 University Drive, 
	  	Suite 400 
	  	Newtown PA18940 


8 





EXECUTION VERSION 



	To the Executive: 	Joyce LaViscount 
	  	24 Amy Circle 
	  	Newtown , PA18940



All such notices shall be
conclusively deemed to be received and shall be effective (i) if sent by hand
delivery, upon receipt, (ii) if sent by telecopy or facsimile transmission, upon
confirmation of receipt by the sender of such transmission or (iii) if sent by
registered or certified mail, on the fifth day after the day on which such
notice is mailed. Notice given by telecopy or facsimile must also be given
simultaneously by one of the other 2 methods. 

10.2.      Severability.
Each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
is held to be prohibited by or invalid under applicable law, such provision will
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. 

10.3.      Assignment.
The Company’s rights and obligations under this Agreement shall not be
assignable by the Company, except that the Company may assign this Agreement in
connection with the sale of all or substantially all of its assets. Neither this
Agreement nor any rights hereunder shall be assignable or otherwise subject to
hypothecation by the Executive. Notwithstanding this provision and anything else
contained herein to the contrary, in the event that this Agreement is assigned
in connection with a sale of the Company and the Executive terminates the
Executive’s employment with the Company following the six (6) month anniversary
of the completion of the Company’s sale transaction, the Executive shall be
entitled to receive severance pursuant to Section 5.1.1 of this Agreement. 

10.4.      Entire
Agreement. This Agreement represents the entire agreement of the parties and
shall supersede any and all previous contracts, arrangements or understandings
between the Company and the Executive. This Agreement may be amended at any time
by mutual written agreement and any statement contained in any employment manual
memo or rule of general applicability of the Company, this Agreement shall
control. 

10.5.      Withholding.
The payment of any amount pursuant to this Agreement shall be subject to
applicable withholding and payroll taxes and such other deductions as may be
required under the Company’s employee benefit plans, if any. 

10.6.      Governing
Law. This Agreement shall be construed, interpreted and governed in
accordance with the laws of Pennsylvania without reference to rules relating to
conflict of law. 

10.7.      Survival.
Except as otherwise specifically provided in this Agreement, all
representations, warranties, covenants, agreements and conditions contained in
or made pursuant to this Agreement shall survive until termination of this
Agreement, except that Sections 5, 7, 8, 9, and 10 of this Agreement shall
survive the termination of this Agreement. 

9 




EXECUTION VERSION 

10.8.      Submission
to Jurisdiction. Any action which may be brought in a court of law with
respect to this Agreement may be brought in the courts of the State of New
Jersey or of the United States of America for the District of New Jersey, and
the Executive accepts for himself and with respect to the Executive’s property,
generally and unconditionally, the jurisdiction of these courts. The Executive
irrevocably waives any objection, including, but not limited to, any objection
of the laying of venue or based on the grounds of forum non
conveniens, which the Executive may now or hereafter have to the bringing
of any action in those jurisdictions. 

10.9.      Waiver
of Jury Trial. The Executive waives any right to a trial by jury in any
action to enforce or defend any right under this Agreement or any amendment,
instrument, document or agreement delivered or to be delivered in connection
with this Agreement or arising from any employment relationship existing in
connection with this Agreement, and agrees that any action shall be tried before
an arbitrator, as outlined in Section 8, and not before a jury. 

10.10.      Attorney’
s Fees . In the event either party brings an action to enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to
reasonable attorney’s fees, expert witness fees and costs in addition to any
other relief afforded by law. 

[Signatures continued on next page] 

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EXECUTION VERSION 

IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and
the Executive has hereunto set the Executive’s hand, effective as of the day and
year first above written. 


	  	THE COMPANY: 
	 	 
	 	 
	  	Helius Medical Technologies Inc 
	 	 
	  	  
	By: 	          ”Philippe
      Deschamps”
	 	 
	  	Philippe Deschamps 
	  	  
	 	 
	 	 
	  	EXECUTIVE: 
	 	 
	  	  
	By: 	          ”Joyce
      LaViscount”
	 	 
	  	Joyce LaViscount




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