Employment Agreement



 Exhibit 10.27 
 Universal Biosensors Pty Ltd 
 ABN 35 098 234 309 

1 Corporate Avenue 
 Rowville Victoria 3178

 Australia 
 Telephone +61 3 9212
9000 
 Facsimile +61 3 9212 9099 

Email info@universalbiosensors.com 

www.universalbiosensors.com 
  





 
 20th September 2011 
 Fred Davis 
 9 Dryden Street 
 Canterbury Victoria 3126 
 Dear Fred, 
 Letter of Offer and Terms of Employment 
 Universal Biosensors Pty Ltd ACN 098 234 309
(Company) 
 It is with great pleasure that the Company offers you employment on the following terms and conditions. 

 

	1.1	Your terms and conditions of employment are set out in this letter. Your employment is also covered by applicable laws and employment standards.


  

	1.2	You are being employed as VP Business Development. Your primary duties will be those set out in the attached position description and such other duties as the Company
may request from time to time. Your supervisor will be the CEO. In performing this or any other position, you agree to: 

  

	 	(a)	observe all rules, regulations, directions and policies of the Company; 

  

	 	(b)	perform your duties in a diligent and professional manner and to the best of your ability; 


 

	 	(c)	follow such reasonable directions and perform such duties as the Company may give to you; 


 

	 	(d)	perform your duties in a manner that complies with all applicable laws and regulations; and 








 Universal Biosensors Pty Ltd 
 ABN 35 098 234 309 
 1 Corporate Avenue 
 Rowville Victoria 3178 
 Australia 
 Telephone +61 3 9212 9000 
 Facsimile +61 3 9212 9099 

Email info@universalbiosensors.com 

www.universalbiosensors.com 
  





 
  

	 	(e)	not without the written consent of the Company engage in any activity, whether paid or unpaid, which could, in the Company’s opinion, conflict with your duties or
with the business interests of the Company. 

  

	1.3	Your position description, reporting lines and location of work may change from time to time. In the event of any such change the terms of this agreement will continue
to apply to your employment, unless varied, replaced or superseded in writing. 

  

	2.	Hours of work 

 This is a
full-time position. You will be expected to work not less than 38 hours per week. Regular business hours for the Company are currently 8:30 am to 5:30 pm Monday to Friday. You will from time to time be required to work reasonable additional hours in
order to perform your duties effectively and otherwise as may reasonably be required by the Company. You acknowledge that the remuneration specified in this letter is sufficient to cover payment for all additional hours and that no overtime payments
will be payable. 
  

	3.	Commencement date and term 

 Your employment will commence on 2nd November 2011 and is terminable as set out in this letter. 
 The first 3
months of your employment will be on probation. During this period, you or the Company may terminate your employment by giving one week’s written notice to the other party or the payment or forfeiture as the case may be of one week’s
salary. 
  

	4.	Location 

 Your employment
will be based at the Company’s office in Melbourne. You may be required to travel to other places from time to time to carry out your duties. 
  

	5.	Remuneration 

  

	5.1	Your salary is $270,000 per annum plus superannuation which is currently 9% of base salary. 


 

	5.2	The remuneration provided under this agreement has been set specifically having regard to any and all entitlements that may apply now, or in the future, under an award,
workplace agreement or similar instrument, including shift penalties and allowances (howsoever described). 








 Universal Biosensors Pty Ltd 
 ABN 35 098 234 309 
 1 Corporate Avenue 
 Rowville Victoria 3178 
 Australia 
 Telephone +61 3 9212 9000 
 Facsimile +61 3 9212 9099 

Email info@universalbiosensors.com 

www.universalbiosensors.com 
  





 
  

	5.3	If an award, workplace agreement or similar instrument applies to the employment, then: 


 

	 	(a)	your remuneration is in satisfaction of all minimum award, workplace agreement or similar entitlements including minimum wage, overtime, allowances, penalties, extra
rates for working evenings weekends or Public Holidays, payment for temporarily working in a more senior role and annual leave loading; 

  

	 	(b)	if there are any changes to the entitlements in paragraph (a), then your remuneration is applied to and absorbs those changed entitlements; and


  

	 	(c)	the Company may vary your remuneration to incorporate the value of an entitlement (although will not reduce it). 


 

	5.4	Your salary will be paid two weeks in advance and two weeks in arrears in 12 equal calendar monthly instalments on or about the 15th day of the month (or other usual
payment date for employees) and deposited into a bank account nominated by you. 

  

	5.5	Payment of your superannuation entitlements will be in accordance with applicable legislation and the Company’s policies from time to time.


  

	5.6	During your employment there will be ongoing review of your performance. Your base remuneration may be reviewed annually by the Company. Any increase in your
remuneration is at the sole discretion of the Company. 

  

	5.7	You will be awarded a performance related bonus of up to 20% of your annual salary (proportionally reduced in the first year to reflect the amount of time worked)
subject to you meeting an agreed set of key performance indicators. The key performance indicators will be determined by the Remuneration and Nomination Committee annual and agreed with you. The achievement of those key performance indicators will
be determined by the Remuneration and Nomination Committee annually. You must be a continuing employee of the Company at the time the bonus is considered and paid in order to be eligible. 


 

	5.8	175,000 options over fully paid ordinary shares exercisable at the prevailing market price at the time of Board approval of grant. The options will vest over three
years based on continued employment. Any shares issued on exercise of the options will be restricted from sale for 4 years from the date of grant of the options, following which, ongoing Board approval may be required with respect to the sale of
shares. 








 Universal Biosensors Pty Ltd 
 ABN 35 098 234 309 
 1 Corporate Avenue 
 Rowville Victoria 3178 
 Australia 
 Telephone +61 3 9212 9000 
 Facsimile +61 3 9212 9099 

Email info@universalbiosensors.com 

www.universalbiosensors.com 
  





 
  

	5.9	You will be provided with a mobile phone and laptop to be used for business purposes in accordance with Company policy. 


 

	6.	Leave entitlements 

  

	6.1	You are entitled to leave (e.g. annual leave, personal leave, carers leave, compassionate leave, parental leave, community service leave and long service leave) in
accordance with the National Employment Standards. A summary of your entitlements to leave is contained in the Fair Work Information Statement located in your employee folder, or can be accessed electronically at www.fwa.gov.au.


  

	6.2	Annual leave must ordinarily be taken at times which do not conflict with the Company’s operational requirements. The Company will endeavour to accommodate your
preference for the time at which leave is taken. However generally no more than two weeks’ leave will be taken at any one time unless by mutual consent. You may be directed to take annual leave during shut down periods.


  

	6.3	You will be entitled to public holidays as proclaimed in Victoria without loss of pay. 


 

	7.	Confidentiality 

  

	7.1	During and after your employment, you must keep confidential and not disclose to any person any information which you obtain in the course of your employment and which
is not available to the public, other than in a manner expressly authorized by the Company. Such information would include: all commercial information about the Company, all commercial information about the business, financial plans, strategy, sales
and marketing information, production techniques, technical information, trade secrets, know-how and other processes. 

  

	7.2	During and after your employment, you must not use any information which you obtain in the course of your employment and which is not available to the public other than
in the performance of your duties and for the benefit of the Company or otherwise in a manner expressly authorized by the Company. 

  

	7.3	You must: 

  

	 	(a)	only use the information obtained by you in the course of your employment with the Company for the benefit or advantage of the Company and for no other purpose;









 Universal Biosensors Pty Ltd 
 ABN 35 098 234 309 
 1 Corporate Avenue 
 Rowville Victoria 3178 
 Australia 
 Telephone +61 3 9212 9000 
 Facsimile +61 3 9212 9099 

Email info@universalbiosensors.com 

www.universalbiosensors.com 
  





 
  

	 	(b)	strictly adhere to the Company’s policies in relation to the treatment of confidential information; 


 

	 	(c)	comply with any security measures established by the Company and safeguard the confidential information from unauthorised access or use; 


 

	 	(d)	immediately notify the Company of any suspected or actual unauthorised use, copying or disclosure of the information, of which you become aware;


  

	 	(e)	upon request by the Company and upon termination, return to the Company all records, documents, computer disks, papers, notes (including copies) and everything else in
your possession or control which contains or records information of the Company and not retain any copies of such information in any form; and 

  

	 	(f)	during and after your employment, provide assistance reasonably requested by the Company in relation to any proceedings it may take against any person for unauthorised
use, copying or disclosure of the information. 

  

	7.4	Your obligations of confidentiality do not extend to information that is public knowledge (otherwise than as a result of a breach of confidence by any person) or is
required by law to be disclosed. 

  

	8.	Intellectual Property 

  

	8.1	You must promptly, fully and effectively disclose to the Company or its nominee either in writing, orally or both (as required by the Company) full details of any
intellectual property or industrial property generated or conceived by you during your employment (whether or not during business hours and whether or not before or after the execution of a formal employment agreement), relating to or connected with
any of the matters which have been, are or may become subject of Company’s business affairs or business and whether or not capable of statutory protection, including without limitation each and every invention (whether patentable or not),
process, know-how, formula design (whether registrable or not), trademark or service mark and any copyright material, trade secret or other confidential information (“Company Intellectual Property”). 








 Universal Biosensors Pty Ltd 
 ABN 35 098 234 309 
 1 Corporate Avenue 
 Rowville Victoria 3178 
 Australia 
 Telephone +61 3 9212 9000 
 Facsimile +61 3 9212 9099 

Email info@universalbiosensors.com 

www.universalbiosensors.com 
  





 
  

	8.2	In exchange for the benefits conferred on you by your employment, you: 

  

	 	(a)	agree that by virtue of this provision, to the extent permitted by law, all Company Intellectual Property is the property of the Company or its nominee and vests in the
Company immediately upon creation; 

  

	 	(b)	consent to all acts or omissions by the Company in relation to your moral rights in all copyright works in such Company Intellectual Property; and


  

	 	(c)	consent to the infringement of your moral rights in all copyright works in such Company Intellectual Property by the Company, its licensees, assignees and successors in
title and any person authorised by the Company at the absolute discretion of the Company and without reference to you. 

  

	8.3	You must at the request and expense of the Company without additional compensation from the Company, sign all such documents (including assignment deeds) and do all
such things as may be necessary to vest, confirm and perfect and record ownership by the Company or its nominee throughout the world of the right, title and interest to and in the Company Intellectual Property and to enable the Company or its
nominee to acquire and preserve such rights and to have the full enjoyment of such intellectual property. 

  

	8.4	You must keep complete written records of everything you invent or develop. These records belong to the Company and must be at all times retained in your custody and
control at the Company’s premises and must be handed to the Company on demand. 

  

	9.	Records 

  

	9.1	The Company owns all documents and records (in any form) relating to the business of the Company, whether or not prepared by you. On demand by the Company and in any
event at the end of your employment, you must: 

  

	 	(a)	deliver to the Company all those documents and records in the your possession or control; and then 


 

	 	(b)	delete all those documents and records held electronically in any medium in your possession or control. 


 

	9.2	During and after your employment, you must use and permit to be used those documents and records for the Company’s benefit only. 








 Universal Biosensors Pty Ltd 
 ABN 35 098 234 309 
 1 Corporate Avenue 
 Rowville Victoria 3178 
 Australia 
 Telephone +61 3 9212 9000 
 Facsimile +61 3 9212 9099 

Email info@universalbiosensors.com 

www.universalbiosensors.com 
  





 
  

	10.	Restraint 

  

	10.1	You must not during your employment participate, promote, carry on, assist or otherwise be concerned or interested financially or otherwise, in any capacity (including
as principal, agent, partner, employee, shareholder, unitholder, director, trustee, beneficiary, financier, consultant or adviser) in any business or activity which is the same as, or substantially similar to the business of the Company or its
associates, unless the Company otherwise agrees in writing; 

  

	10.2	You must not during your employment and or a period of 3 months after termination of your employment, directly or indirectly, on your own account or on behalf of any
person or entity, anywhere in which the Company or its associates carries on business: 

  

	 	(a)	solicit, canvass, induce or encourage any employee or agent of the Company or its associates to leave the employment or agency of the Company or such associates;


  

	 	(b)	solicit, canvass, approach any customer of the Company or its associates with a view to soliciting the business of that customer; or 


 

	 	(c)	interfere or seek to interfere with the relationship between the Company or its associates (on the one hand) and the customers, suppliers and employees of the Company
or its associates (on the other hand). 

  

	10.3	You acknowledge the prohibitions and restrictions contained in this clause are reasonable in the circumstances and necessary to protect the Company and its
associate’s businesses. 

  

	10.4	Each of the obligations imposed on you under this clause is a separate and independent obligation from the other restraint obligations imposed, but they are cumulative
in effect. If any separate provision is unenforceable, illegal or void, that provision is severed and the other separate provisions remain in force. 

  

	10.5	You acknowledge and agree that each of the restraints imposed upon you under this clause 10 are fair and reasonable and are no greater than is reasonably necessary to
protect the Company. 

  

	11.	Termination 

  

	11.1	During the probation period of three months, either party may terminate your employment in accordance with clause 3 of this letter. 








 Universal Biosensors Pty Ltd 
 ABN 35 098 234 309 
 1 Corporate Avenue 
 Rowville Victoria 3178 
 Australia 
 Telephone +61 3 9212 9000 
 Facsimile +61 3 9212 9099 

Email info@universalbiosensors.com 

www.universalbiosensors.com 
  





 
  

	11.2	The Company or you may at any time terminate your employment by giving 3 month’s written notice. The Company may choose to make payment in lieu of notice, or
require you to work some of the notice period and pay you in lieu of working for the balance of the notice period. You agree this is a reasonable period of notice for termination without cause. 


 

	11.3	You are entitled to an additional week’s notice if you are over 45 years old and have completed at least 2 years of continuous service with the employer on the day
the notice of termination is given. 

  

	11.4	During the notice period, you may be required to perform duties other than your normal duties or to not attend the workplace for all or part of the notice period


  

	11.5	The Company may at any time terminate your employment without notice for cause, including if: 


 

	 	(a)	you commit any serious or persistent breach of your employment obligations. 


 

	 	(b)	you fail to comply with any reasonable directions of the Company; 

  

	 	(c)	you are guilty of any serious misconduct or wilful neglect in performing your duties; 


 

	 	(d)	you engage in fraudulent conduct; 

  

	 	(e)	in the reasonable opinion of the persons to whom you report, you are guilty of any dishonesty relating to the affairs of the Company 


 

	 	(f)	you are negligent in the performance of your duties; 

  

	 	(g)	you work under the influence of drugs or alcohol; 

  

	 	(h)	you commit a serious or persistent breach of Company policy; 

  

	 	(i)	you are found guilty of an indictable offence; or 

  

	 	(j)	you bring the Company into disrepute. 

  

	11.6	Termination of your employment does not affect in any way your obligations under clauses 7 to 10 of this letter. 








 Universal Biosensors Pty Ltd 
 ABN 35 098 234 309 
 1 Corporate Avenue 
 Rowville Victoria 3178 
 Australia 
 Telephone +61 3 9212 9000 
 Facsimile +61 3 9212 9099 

Email info@universalbiosensors.com 

www.universalbiosensors.com 
  





 
  

	11.7	When your employment ends, you must return to the Company all of the Company’s property in your possession or control. 


 

	12.	Special Conditions 

  

	12.1	The following special conditions (if any) will apply to your employment with the Company. In the event of any inconsistency between other terms of this letter and this
clause, the special conditions will prevail to the extent of any such inconsistency. 

 Further professional
training allowance of up to a maximum of $15,000 per annum or 2 weeks training to be approved by the CEO. 
  

	13.	General 

  

	13.1	 This offer lapses if you do not sign and return the documentation to me by 3rd October 2011. 


  

	13.2	The terms of employment set out in this document will continue to apply except to the extent that they are varied, replaced or cancelled by agreement in writing signed
by both parties. 

  

	13.3	The failure of the Company at any time to insist on performance of any provision of the terms of employment set out in this document is not a waiver of its right at any
later time to insist on performance of that or any other provision of this letter. 

  

	13.4	This letter sets out the entire understanding and agreement between the parties with respect to the terms and conditions of the employment offered with the Company.


  

	13.5	The interpretation of the agreement constituted by your acceptance of this offer is governed by the laws of Victoria. 


I look forward to welcoming you as a member of our team. It would be appreciated if you would accept this offer by signing the enclosed copy of this
letter and returning it to me by the date set out in 13.1 above. 







 Universal Biosensors Pty Ltd 
 ABN 35 098 234 309 
 1 Corporate Avenue 
 Rowville Victoria 3178 
 Australia 
 Telephone +61 3 9212 9000 
 Facsimile +61 3 9212 9099 

Email info@universalbiosensors.com 

www.universalbiosensors.com 
  





 
 Yours faithfully, 
 Paul Wright 
 Chief Executive Officer 

ACCEPTANCE 
 I accept this offer:

  

									
	Signed:	 	  
	 		 	Dated:	 	
		 	Fred Davis