Exhibit 4.8


 


AMENDMENT # 1 TO THE SERVICE CONTRACT FOR MANAGING
DIRECTOR


ENTERED INTO ON December 9th, 2008


 


	
  BETWEEN:

  	
  ÆTERNA
  ZENTARIS GmbH,
  Weismüllerstraße 50, 60314 Frankfurt am Main

  
	
   

  	
   

  
	
   

  	
  (hereinafter
  referred to as the “Company”)

  
	
   

  	
   

  
	
  AND:

  	
  ÆTERNA
  ZENTARIS INC., a
  Corporation duly incorporated, having its head office at 1405
  Parc-Technologique Blvd., Québec, QC G1P 4P5

  
	
   

  	
   

  
	
   

  	
  (hereinafter
  referred to as the “Corporation”)

  
	
   

  	
   

  
	
  AND:

  	
  MATTHIAS
  SEEBER, domiciled
  at at [civic address redacted
  for privacy reasons],
  Frankfurt am Main

  
	
   

  	
   

  
	
   

  	
  (hereinafter
  referred to as the “Managing Director”
  or the “Executive”)

  



 


WHEREAS the
Company and the Managing Director entered into a service contract for Managing
Director on July 01, 2003;


 


WHEREAS the
service contract referred to in the first paragraph has been replaced by a
further Service Contract for Managing Director (“Service Contract”) on May 18,
2006;


 


WHEREAS the
Managing Director has since been appointed Senior Vice President Administration
and Legal Affairs of the Corporation;


 


AND WHEREAS
it has become appropriate to amend some provisions of the Service Contract in
order to take into account the above-mentioned appointment.


 


THEREFORE, in
consideration of the mutual promises and covenants hereinafter set forth, the
parties agree as follows:


 


1.                                       Article 2 of the Service Contract shall
now read as follows:


 


The Managing Director shall
devote his full working time and ability to the Company’s business and also to
that of the Company’s parent company, Æterna Zentaris Inc. Any other activity
for or without remuneration including any part time work is subject to the
explicit prior written consent of the shareholders. The shareholders may refuse
to grant such consent without giving reasons therefore. The Company hereby
already consents to the Managing Director’s employment agreement with Æterna
Zentaris Inc. as its Senior Vice President, Administration and Legal Affairs.


 


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2.                                       Article 5 of the Service Contract shall
now read as follows:


 


5.1                                 The
Managing Director shall be entitled to a gross annual salary in the amount of €
221,000 as of January 1, 2009 to be paid according to the Company’s
standard payroll practice. The annual salary will be revised yearly to be
effective on January 1st of each calendar year, starting January 1st, 2010.


 


5.2                                 The
Managing Director shall be
entitled to an annual target bonus, in respect of each full fiscal year of the
Company, which is from January 1 to December 31. The annual target
bonus for the 2008 fiscal year shall be € 52,500 and € 77,000
for the 2009 fiscal year. In all cases, the Managing Director’s eligibility to
such annual bonus is conditional upon the economic success of the Company and
the attainment of annual targets that shall be agreed upon between the Company
and the Managing Director. Actual bonus payments, if any, may be less than or
equal to the target.


 


5.3                                 By payment
of the above mentioned remuneration, all activities, which the Managing
Director has to perform under this Service Contract, shall be compensated. In
particular, the Managing Director shall not be entitled to any additional
compensation of overtime work or work during weekends nor shall he be entitled
to any other salary or bonus from the parent Company. For the avoidance of
doubt, nothing in this Section 5.3 shall be construed to affect Sections
10.5 and 10.6 of the Service Contract as amended by this Amendment # 1 all of
which shall remain in effect independent of the remuneration described in this Section 5.3.


 


3.                                       Sections
10.5 and 10.6 of the Service Contract shall be replaced by the following:


 


10.5                           In case of
termination by the Company or Æterna Zentaris Inc., the Company or Æterna
Zentaris Inc. shall be obliged to pay the Managing Director a compensation for
termination in:


 


(a)                      an amount equivalent
to twelve (12) months of the Managing Director’s annual Base Salary; and


 


(b)                     an amount equivalent to the Annual Bonus
received by the Managing Director for the last completed fiscal year prior to
the termination date; and


 


(c)                      an amount equivalent
to twelve (12) months of the cost of the benefits which were in force at the
time of termination of the Managing Director’s employment, calculated on a
yearly basis, excluding the car allowance and operation costs. However, Stock
Options are expressly excluded from this provision and the Managing Director
shall be treated, in this regard, in accordance with the terms of the Stock
Option Plan of the Corporation.


 


The compensation under this Section 10.5
is independent of the potential payments under Section 10.3 of the Service
Contract and becomes due fully and in addition to these payments.


 


10.6                           Termination of
Employment Following a Change of Control


 


If the employment of the
Managing Director is terminated by the Company or 

Æterna Zentaris Inc. within twelve (12) months following a Change of Control,
without Cause by the Company, Æterna Zentaris Inc. or by the Managing Director
for Good Reason, the whole as defined in Annex 1, the Managing Director shall
receive the following:


 


(a)                      an amount equivalent
to twenty-four (24) months of his annual Base Salary; and


 


(b)                     an amount equivalent to twice the Annual Bonus,
if any, which the Managing Director would have been entitled to receive in the
year during which the Change of Control occurred; and


 


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(c)                      an amount equivalent
to twenty-four (24) months of the cost of the benefits which were in force at
the time of termination of the Managing Director’s employment, calculated on a
yearly basis, including the car allowance, but excluding operation costs.
However, Stock Options are expressly excluded from this provision and the
Managing Director shall be treated, in this regard, in accordance with the
terms of the Stock Option Plan of the Corporation.


 


4.                                       Section 10.7
of the Service Contract shall be deleted.


 


5.                                       For the
avoidance of doubt, Sections 10.1, 10.2, 10.3 and 10.4 of the Service Contract
shall remain unchanged and in full force.


 


6.                                       All other provisions of the Service Contract
remain unchanged and in full force.


 


IN WITNESS WHEREOF the parties hereto have caused this amendment
to be executed on December 9st, 2008.


 


	
  ÆTERNA ZENTARIS GmbH

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ÆTERNA ZENTARIS INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Matthias Seeber

  	
   

  



 


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ANNEX 1


 


CHANGE OF CONTROL PROGRAM (the “Program”)


 


1.                                      Applicability
of the Program


 


The
Executive shall be entitled to the benefit of the Program if both conditions
mentioned below occur:


 


(A)                             there is
a “Change of
Control” of the Corporation, as defined below; and


 


(B)                               The Executive’s employment is terminated,
within twelve (12) months following a Change of Control :


 


(i)                         involuntarily, at the request
of the Corporation or its successors, except “for Cause” or


 


(ii)                      by him, for “Good Reason”.


 


2.                                      Definitions


 


(A)                              For purposes of the Program and unless otherwise defined, the
capitalized terms used herein shall have the following meaning:


 


(i)                         “Person”
includes any individual, firm, partnership, association, trust, trustee,
executor, administrator, legal personal representative, government,
governmental body or authority, corporation, or other incorporated or
unincorporated organization, syndicate or other entity;


 


(ii)                      Subject to the exceptions set out
in Schedule A hereto, a Person shall be deemed the “Beneficial Owner” of or to “Beneficially Own”  (a) any securities of which such Person or any of such
Person’s affiliates or associates, as such terms are defined in National Instrument 45-106 — Prospectus and Registration Exemptions,
is owner at law or in equity; (b) any securities which the Person or any
of such Person’s affiliates or associates has the right to acquire within 60
days (whether such right is exercisable immediately or after the passage of not
more than 60 days thereafter or upon the occurrence of a contingency or the
making of a payment) pursuant to any securities convertible into Voting Shares,
agreement, arrangement, pledge or understanding, whether or not in writing
(other than customary agreements with and between underwriters and/or banking
group and/or selling group members with respect to a distribution of securities
or pledges of securities in the ordinary course of the pledgee’s business); and
(c) any securities that are Beneficially Owned within the meaning of
clauses (i) or (ii) of this Subsection 2(A)(ii) by any other
Person with which such Person is acting jointly or in concert;


 


(iii)                   “Voting
Shares” means the common shares and any other securities the holders
of which are entitled to vote generally on the election of directors of the
Corporation.


 


(B)                                For purposes of the Program, involuntary termination of employment “for Cause”
includes the following:


 


(i)                         if the Executive commits any
fraud, theft, embezzlement or other criminal act of a similar nature; or


 


(ii)                      if the Executive is guilty of
serious misconduct or willful negligence in the performance of his duties.


 


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(C)                               For purposes of the Program, “Good Reason”
means the occurrence, without the Executive’s express written consent, of any
of the following acts:


 


(i)                         a material reduction of the
Executive’s total compensation (including annual Base Salary plus Annual Bonus,
benefits and number of stock options) as in effect on the date of this
Agreement or as same may be increased from time to time ;


 


(ii)                      a material reduction or change in
the Executive’s duties, authority, responsibilities, accountability or a change
in the business or corporate structure of the Corporation which materially
affects his authority, compensation or ability to perform duties or
responsibilities (such as shifting from a policy making position to a policy
implementation position);


 


(iii)                   a forced relocation; or


 


(iv)                  a material change in the terms and
conditions of this Program.


 


(D)                              For purposes of the Program, a “Change of Control” shall be deemed to have
occurred in any of the following circumstances:


 


(i)                         subject to the exceptions set
out in Schedule B hereto, upon the purchase or acquisition, in one or
more transactions, by a Person or one or more Persons who are affiliates of one
another or who are acting jointly or in concert (as such expressions are
defined in the Securities Act (Ontario)) (the “Acquiring Person”) of a beneficial interest
in securities of the Corporation representing in any circumstance fifty percent
(50%) or more of the voting rights attaching to the then outstanding securities
of the Corporation; or


 


(ii)                      upon a sale or other disposition
of all or substantially all of the Corporation’s assets; or


 


(iii)                   upon a plan of liquidation or
dissolution of the Corporation; or


 


(iv)                  if, for any reason, including an
amalgamation, merger or consolidation of the Corporation with or into another
company, the individuals who at the date hereof constitute the Board of
Directors of the Corporation (and any new directors whose appointment by the
Board of Directors of the Corporation or whose nomination for election by the
Corporation’s shareholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the date
hereof or whose appointment or nomination for election was previously so
approved) cease to constitute a majority of the members of the Board of
Directors of the Corporation.


 


3.                                      Payment


 


In
the event that the two (2) conditions mentioned in Section 1 above
are met, the Executive shall receive, in a lump sum, at the latest within ten (10) days
of the effective date of the termination of employment, the payment of the
amounts mentioned in Section 6 of the Agreement.


 


Should
the Executive die before he has received the full payments, his estate shall
receive, immediately following his death, a cash amount equal to the unpaid
balance, less required statutory deductions.


 


It
is understood that the Executive will not be required to mitigate the amount of
any payment hereunder by seeking other employment or otherwise.


 


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4.                                      Release


 


The
Executive acknowledges that the full and complete execution of all obligations
undertaken by the Corporation and its successors under the Program, to the
extent the Program becomes applicable pursuant to Section 1 of the
Program, constitutes adequate notice of termination and in consideration and
subject to the full and complete execution of all such obligations, the
Executive agrees to grant the Corporation, its affiliated and related companies
and their respective directors, officers, shareholders, representatives,
employees, successors and assigns, a full and final release and discharge for
all claims, past, present or future, that he has or may have, arising directly
or indirectly from his employment and the termination thereof, whether for
prior notice of termination, severance pay, damages in lieu thereof or for any
other reason.


 


5.                                      General


 


The
Executive’s participation in the Program shall end immediately upon the
termination of his employment with the Corporation or one of its affiliates for
any reason whatsoever. The Program is for an indefinite term commencing on the
date of this Agreement. Furthermore, the Corporation shall have the right prior
to the occurrence of a Change of Control, in its sole discretion, to terminate
the Executive’s participation in the Program at the end of each twelve
(12)-month period commencing on the date of this Agreement by sending him a
written notice of termination at least thirty (30) days prior to the first
anniversary date of this Agreement and of each anniversary date thereafter. For
example, the Corporation would be entitled to exercise its discretion to
terminate the Executive’s participation in the Program if, as of the date of
the notice of termination, there has been during said twelve (12)-month period
a material reduction in the responsibilities of the Executive.


 


6.                                      Successors


 


The
terms and conditions hereof shall bind the Corporation, its successors and
assignees.


 


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Schedule A


 


Exceptions to the definition of “Beneficial
Owner” and “Beneficially Own” (Section 2 (A)(ii) of the Program)


 


A
Person shall not be deemed the “Beneficial Owner”
of or to “Beneficially Own” any
security:


 


(A)                              as a result of such security having been
deposited or tendered pursuant to a take-over bid (as such term is defined in
the Securities Act (Ontario)) made by such Person or
any of such Person’s affiliates or associates or any other Person acting
jointly or in concert with such Person until such deposited or tendered
security is taken up and paid for;


 


(B)                                as a result of entering into an agreement, including a lock-up
agreement, pursuant to which it has been agreed that such security will be
deposited or tendered until such deposited or tendered security is taken up and
paid for;


 


(C)                              as a result of (a) such Person or any of the affiliates or
associates of such Person holding such security provided that the ordinary
business of any such Person (the “Fund  Manager”) includes the management of investment funds for
others and such security is held by the Fund Manager in the ordinary course of
such business in the performance of such Fund Manager’s duties for the account
of any other Person (a “Client”); (b) such
Person (the “Trust  Company”)
being licensed to carry on the business of a trust company under applicable
laws and, as such, acting as trustee or administrator or in a similar capacity
in relation to the estates of deceased or incompetent Persons (each an “Estate  Account”) or in
relation to other accounts (each an “Other  Account”) and holding such security in the ordinary course
of such duties for such Estate Accounts or for such Other Accounts;  (c) such Person (the “Plan  Administrator”)
being the administrator or the trustee of one or more pension funds or plans (a “Plan”) registered under the laws of Canada or any province
thereof or the laws of the United States of America or any state thereof and
such security being held by the Plan Administrator or the Plan in the ordinary
course of such Plan Administrator’s or Plan’s activities; (d) such Person
(the “Crown  Agent”)
being established by statute for purposes that include, and the ordinary
business or activity of such Person includes, the management of investment
funds for employee benefit plans, pension plans or insurance plans of various
public bodies and such security is held by the Crown Agent in the ordinary
course of the management of such investment funds; or (e) such Person
being a Plan and such security being held by the Plan in the ordinary course of
such Plan’s activities; provided, however, that in any of the foregoing cases
the Fund Manager, the Trust Company, the Plan Administrator, the Crown Agent or
the Plan, as the case may be, is not then making or has not then announced a
current intention to make a take-over bid (as such term is defined in the Securities Act (Ontario)), alone or by acting jointly or in
concert with any other Person, other than an offer to acquire the Voting Shares
pursuant to a distribution by the Corporation or by means of market
transactions made in the ordinary course of business of such Person (including
pre-arranged trades entered into in the ordinary course of business of such
Person) executed through the facilities of a stock exchange or organized
over-the-counter-market;


 


(D)                             because such Person is a Client of the same Fund Manager as another
Person on whose account the Fund Manager holds such security, or because such
Person is an Estate Account or an Other Account of the same Trust Company as
another Person on whose account the Trust Company holds such security, or
because such Person is a Plan with the same Plan Administrator as another Plan
on whose account the Plan Administrator holds such security;


 


(E)                               because such Person is a Client of a Fund Manager and such security is
owned at law or in equity by the Fund Manager, or because such Person is an
Estate Account or an Other Account of a Trust Company and such security is
owned at law or in equity by the Trust Company, or because such Person is a
Plan and such security is owned at law or in equity by the Plan Administrator;
or


 


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(F)                               because such Person is the registered holder of securities as a result
of carrying on the business of, or acting as, a nominee of a securities
depositary.


 


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Schedule B


 


Exceptions to the definition of “Acquiring
Person” (Section 2 (D)(i) of the Program)


 


“ACQUIRING PERSON” SHALL
MEAN ANY PERSON WHO IS AT ANY TIME AFTER THE DATE HEREOF THE BENEFICIAL OWNER
OF FIFTY PERCENT (50%) OR MORE OF THE
OUTSTANDING VOTING SHARES OF THE CORPORATION; PROVIDED, HOWEVER, THAT THE TERM
“ACQUIRING PERSON” SHALL NOT INCLUDE:


 


(i)                                     the Corporation or any corporation controlled
by the Corporation;


 


(ii)                                  any Person who
becomes the beneficial owner of fifty percent (50%)
or more of the outstanding Voting Shares as a result of one or any combination
of: (a) a Voting Share Reduction; (b) an Exempt Acquisition; or (c) a
Pro Rata Acquisition; provided, however, that if a Person shall become the
Beneficial Owner of fifty percent (50%)
or more of the outstanding Voting Shares by reason of one or any combination of
a Voting Share Reduction, an Exempt Acquisition or a Pro Rata Acquisition, and
thereafter becomes the Beneficial Owner of an additional one percent of any
Voting Shares then outstanding (otherwise than pursuant to an additional Voting
Share Reduction, Exempt Acquisition or Pro Rata Acquisition), then, as of the
date that such Person becomes a Beneficial Owner of such additional Voting
Shares, such Person shall become an “Acquiring Person”;
or


 


(iii)                               an underwriter or
member of a banking or selling group acting in such capacity that becomes the
Beneficial Owner of fifty percent (50%)
or more of the Voting Shares in connection with a distribution of securities
pursuant to an underwriting agreement with the Corporation;


 


For
purposes of the Program, the capitalized terms used herein shall have the
following meaning:


 


(a)                                “Voting Share Reduction”
means an acquisition or redemption by the Corporation or any corporation
controlled by the Corporation of Voting Shares which, by reducing the number of
Voting Shares outstanding, increases the percentage of Voting Shares
Beneficially Owned by any Person to fifty percent (50%) or more of the Voting
Shares then outstanding;


 


(b)                               “Exempt Acquisition” means an
acquisition whereby a Person became an Acquiring Person by inadvertence and
without any intention to become, or knowledge that it would become, an
Acquiring Person under this Program and, in the event that a waiver is granted
by the Board of Directors, such acquisition shall be deemed not to have occurred
for the purposes hereof. Any such waiver may only be given on the condition
that such Person, within 10 days after the foregoing determination by the Board
of Directors or such later date as the Board of Directors may determine (the “Disposition
Date”), has reduced its Beneficial Ownership of Voting Shares such that the
Person is no longer an Acquiring Person and such waiver shall only be effective
if the reduction has occurred within such 10-day period; [NTD: To
consider whether such an event can ever occur]


 


(c)                                “Pro Rata Acquisition”
means an acquisition by a Person of Voting Shares pursuant to (i) any
dividend reinvestment plan, such purchase plan or other plan of the Corporation
made available to all holders of Voting Shares (other than holders resident in
any jurisdiction where participation in such plan is restricted or impractical
as a result of applicable law); (ii) a stock dividend, a stock split or
other event pursuant to which such Person becomes the Beneficial Owner of
Voting Shares on the same pro rata basis as all other holders of Voting Shares
of the same class or series; (iii) the acquisition or exercise of rights
to purchase Voting Shares distributed to all holders of Voting Shares (other
than holders resident in any jurisdiction where such distribution or exercise
is restricted or impractical as a result of applicable law) by the Corporation
pursuant to a rights offering (but only if such rights are acquired directly
from the Corporation); or (iv) a distribution of Voting Shares or
convertible securities in respect thereof offered pursuant to a prospectus or
by way of a private placement by the Corporation or a conversion or exchange of
any such convertible security, provided that such Person does not thereby
acquire a greater percentage of Voting Shares or convertible securities so
offered than the Person’s percentage of Voting Shares Beneficially Owned immediately
prior to such acquisition.


 


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