Summary of Key Terms of Employment Arrangement




 Exhibit 10.28 
 [PATHEON] 
  

					
		 		 	 Wesley P. Wheeler

Chief Executive Officer & President
 Patheon Inc
 PO Box 110145
 Research Triangle Park, NC 27709
 Phone: 919-226-3201

Fax: 919-226-3202

wes.wheeler@patheon.com



March 17, 2010 
 PRIVATE AND
CONFIDENTIAL 
 RE: Terms of Employment 
 Mark J. Kontny, Phd. 
 573 Shoreline Drive 
 Grayslake, IL 60030 
 Dear Mark: 
 Further to our discussions, I am pleased to present these revised terms of employment to you as President, Global Pharmaceutical Development Services and Chief Scientific Officer (President, Global
PDS & CSO), with Patheon Pharmaceutical Services Inc. (“Patheon”), commencing April 15, 2010. Attached hereto, as Exhibit A, is a summary of the key terms of your employment arrangement Your employment with Patheon shall be
governed by the terms set forth on Exhibit A, subject to the execution of an employment agreement between you and Patheon on substantially the terms set forth on Exhibit A (the “Employment Agreement). 

By executing this letter, you agree that your employment will be governed by the terms set forth on Exhibit A, subject to the final execution of the
Employment Agreement. 
 Mark, I am truly looking forward to working with you. 

 

	
	Very truly yours,
	
	/s/ Wesley P. Wheeler
	
	Wesley P. Wheeler
	Chief Executive Officer
	
	Accepted as of this 19th Day of March, 2010
	
	 /s/ Mark J. Kontny

	Mark J. Kontny, PhD









 EXHIBIT A 
 Summary of Key Terms 
 For Proposed Employment between Patheon
Pharmaceutical Services, Inc. 
 (the “Company”) 

and 

Mark J. Kontny (“Executive”) 
  

	1.	Title 

 President, Global
Pharmaceutical Development Services & Chief Scientific Officer (“President, Global PDS & CSO”). 

Position reports to the Chief Executive Officer and President (“CEO & President”). 

 

	2.	Term and Effective Date 


Indefinite term with start date of April 15, 2010 (“Effective Date”) 

 

	3.	Location of Duties 

 The
Executive’s principal office will be at the US Headquarters location in Durham, North Carolina. The Executive will be required to relocate to the Raleigh/Durham area as a condition of employment. The Executive will be eligible for relocation
assistance in accordance with the North American Tier 1 program. The Executive’s move must be completed within 9 months. 
  

	4.	Direct Reports and Functional Responsibility 

 The Executive will serve as the President, Global Pharmaceutical Development Services & Chief Scientific Office (CSO); with such authority, duties and responsibilities as are commensurate with
such position, reporting to the Chief Executive Officer & President. In addition the Executive will be a member of the Patheon Executive Committee and become legal officer on all related subsidiaries as needed. 

The Executive will have the responsibility for leading the Company’s strategy for global PDS initiatives and providing strong R&D
stewardship for the Company, including full P&L leadership responsibilities. 
  

	5.	Base Salary 

 $400,000 USD
annually. 









	6.	Performance Bonus 


Executive will be eligible to receive a target performance bonus of 45% of Executive’s Base Salary, based on achieving predetermined
financial and other targets set by the Chief Executive Officer and President. 
  

	7.	Equity Compensation – Stock Options 

 Executive will he eligible to participate in the Company’s Stock Option Plan and awarded options from time to time in accordance with the terms of such plan. 

Any options granted shall vest as to one-third per year over the first three years of the grant. All options granted to the Executive will
expire seven (7) years from the grant date. 
  

	8.	Initial Grant of Stock Options 

 As an initial grant to the Executive, subject to approval of the Board of Directors at a meeting following the Effective Date of this agreement, the Executive would receive a stock option grant of 350,000
options under the terms of the Patheon Stock Option Plan. As per securities regulatory requirements, options may not be issued when the Company is in possession of material undisclosed information. The options shall vest as to one-third per year
over the first three years. The subscription price for the shares under option will be the market price (as defined in the Patheon Stock Option Plan) on the day the grant is approved by the Committee. 

In addition to the initial grant, Executive will be entitled to participate as a senior executive of the Company, in the opportunity to be
granted further options at the discretion of the Board of Directors in the course of their periodic review of executive compensation arrangements. 
 Executive will be expected to comply with the terms of any share ownership program implemented by the Company. 
  

	9.	Employee Benefits 


Executive will be entitled to participate in the employee welfare benefit programs of the Company on a basis at least as favorable as
other senior-level executives of the Company including medical, dental, life insurance, 401-K retirement plans and other health benefit programs. 
 In addition, the Executive will be entitled to four (4) weeks of vacation time. 
  

	10.	Perquisites 

 Executive
will be entitled to an allowance of $1,200 USD per month for car related expenses subject to the normal statutory and withholding deductions. 









	11.	Sign-On Cash Compensation 


The Company will pay Executive within 30 business days of the Effective Date, a sign-on bonus of US $ 75,000. 

 

	12.	Severance 

 In the event
the Executive’s employment is terminated by the Company without Cause or if the Executive terminates employment with the Company for Good Reason (as defined below), the Executive will be entitled to receive an amount equal to (i) 12 months
Base Salary and (ii) an additional amount, determined by the Board of Directors in its sole discretion, equal to the bonus he would reasonably be expected to have earned during the fiscal year in which his employment is terminated. The
Executive shall be entitled to this severance benefit only if he executes and does not revoke a Company-drafted waiver and release within a prescribed time period following termination of employment. 

The severance benefit described above shall generally be paid in equal installments over 12 months, beginning after the date the waiver
and release becomes irrevocable. However, to the extent that the Executive’s severance payment exceeds two times the lesser of (i) the Executive’s annual compensation or (ii) the IRS compensation limit for the year of
termination, any amounts not yet paid as of the “short-term deferral date” shall be paid in a lump sum on the “short-term deferral date.” The “short-term deferral date” is the date that is two and one-half months after
the end of the later of (i) the calendar year in which the Executive’s employment is terminated or (ii) the Company’s fiscal year in which the Executive’s employment is terminated. 

“Good Reason” means the occurrence of any of the following events without the consent of the Executive: (i) a
material reduction by the Company of the Executive’s duties or responsibilities or the assignment to the Executive of duties or responsibilities or the assignment to the Executive of duties materially inconsistent with such position;
(ii) a material breach by the Company of this Agreement; or (iii) requirement by the Company that the Executive’s work more than fifty (50) miles from Executive’s principle office upon commencement of Employment. A
termination of the Executive’s employment by Executive shall not be deemed to be for Good Reason unless (i) the Executive gives notice to the Company of the existence of the event or condition constituting Good Reason within 30 days after
such event or condition initially occurs or exists, (ii) the Company fails to cure such event or condition within 30 days after receiving such notice, and (iii) the Executive’s “separation from service” within the meaning of
Section 409A of the Code occurs not later than 90 days after such event or condition initially occurs or exists. 
 In the
event of termination for Cause, the Executive shall not be entitled to severance. 
 For purposes of this agreement
“Cause” means the determination, in good faith, by the Board, after notice to the Executive and, if curable, a reasonable opportunity to cure, that one or more of the following events has occurred: (i) Executive has failed to
perform his material duties, and such failure has not been cured after a period of 30 








 
days notice from the Company; (ii) any reckless or grossly negligent act by Executive having the effect of injuring the interest, business or reputation of the Company, or any of its parent,
subsidiaries or affiliates in any material respect; (iii) Executive’s commission of any felony (including entry of a nolo contendere plea); (iv) any misappropriation or embezzlement of the property of the Company, or any
of its parent, subsidiaries or affiliates; or (v) a breach of any material provision of the Employment Agreement by Executive. 
  

	13.	Change in Control 


Notwithstanding the foregoing, in the event that the Executive’s employment is terminated by the Company without Cause or terminated
by the Executive for Good Reason at any time during the 6 month period following the consummation of a Change in Control (as defined below), the Executive will be entitled to receive (i) 12 months Base Salary and (ii) an additional amount,
determined by the Board of Directors in its sole discretion, equal to the bonus he would reasonably be expected to have earned during the fiscal year in which his employment is terminated. The Executive shall be entitled to this benefit only if he
executes and does not revoke a Company-drafted waiver and release within a prescribed time period following termination of employment. 
 The severance benefit described above shall generally be paid in equal installments over 12 months, beginning after the date the waiver and release becomes irrevocable. However, to the extent that the
Executive’s severance payment exceeds two times the lesser of (i) the Executive’s annual compensation or (ii) the IRS compensation limit for the year of termination, any amounts not yet paid as of the “short-term deferral
date” shall be paid in a lump sum on the “short-term deferral date.” The “short-term deferral date” is the date that is two and one-half months after the end of the later of (i) the calendar year in which the
Executive’s employment is terminated or (ii) the Company’s fiscal year in which the Executive’s employment is terminated. 
 In addition, in the event that the Executive’s employment is terminated by the Company without Cause or terminated by the Executive for Good Reason at any time during the 6 month period following the
consummation of a Change in Control the Executive’s unvested options will be considered vested and exercisable and remain in force for the duration of the original term. 
 “Change in Control” means any of the following events: 
 Any
“Person” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than JLL Partners or its affiliates, becomes a Beneficial Owner (within the
meaning of Exchange Act Rule 13d-3) of more than fifty percent (50%) of the voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors: 

There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other Company,
other than a merger or 








 
consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation; or 
 The stockholders or the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. 
  

	14.	Other 

 Confidentiality,
one year non-solicit/no-hire and one year non-competition covenants. 
 The Executive to represent that he is under no employment
contract, non-competition or other covenants or restrictions that could limit his ability to commerce work on the Effective Date or otherwise limits his ability to perform all responsibilities of the position. 

 

	15.	Governing Law 

 North
Carolina 
  

	16.	Section 409A Compliance 

 The compensation and benefits described in this summary are designed to be exempt from, or to comply with, Section 409A of the Internal Revenue Code (“Section 409A”). The terms of
employment described in this summary will be reflected in an employment agreement, which shall include all necessary provisions to ensure exemption from or compliance with Section 409A. The Executive shall have the opportunity to have the
agreement reviewed by counsel prior to signature. In order to comply with Section 409A, the agreement must be finalized by the end of the calendar year that includes the Effective Date.