kl09005_ex4-13.htm


    
      
        

      
Exhibit 4.13

     

     

     

    
       

      HELIX BIOPHARMA CORP.
EXECUTIVE BONUS PLAN

       

      WHEREAS:

       

      
        	
                A.

              	
                The
      Company is currently seeking equity financing, the market for which is
      challenging;

              


      

       

      
        	
                B.

              	
                The
      Company has two critical pharmaceutical projects in the development stage,
      the successful completion of each of which demands significant time,
      attention and effort on the part of the Company’s Executives, over and
      above their normal duties and
responsibilities;

              


      

       

      
        	
                C.

              	
                The
      Company desires to establish a bonus plan for its Executives to act as an
      incentive for the completion of the required financing and pharmaceutical
      projects;

              


      

       

      NOW
THEREFORE an Executive Bonus Plan is hereby established as follows:

       

      1.    Name of
Plan

       

      This Plan
shall be known as the “Helix BioPharma Executive Bonus Plan” (hereinafter
referred to as the “Plan”), established as of January 17, 2006.

       

      2.    Term of
Plan

       

      Unless
earlier terminated by payout of the maximum funding provided under the Plan as
set forth in section , the Plan shall terminate on December 31,
2008.

       

      3.    Administration of
Plan

       

      The Plan
shall be administered by the Company’s Compensation Committee, which shall have
the power and authority to interpret and settle any issues regarding the Plan.
The Plan may not be amended, suspended or terminated without the prior approval
of the Board of Directors.

       

      4.    Participants

       

      The
initial participants in the Plan shall consist of the following
employees:

       

      -   Chairman

      -   President
and Chief Executive Officer

      -   Vice
President of Corporate Development

      -   Vice
President of Technology

      -   Chief
Financial Officer

      -   Vice
President of Regulatory Affairs (or similar position)

       

      Additional
participants may be added to the Plan from time to time by resolution of the
Compensation Committee, provided that the Compensation Committee has first
determined that the participant to be added qualifies as an “Executive” of the
Company. The Compensation Committee shall have the discretion to determine such
qualification.

       

      5.    Maximum Funding Available
under Plan

       

      The
maximum cumulative amount of all bonuses that may be paid under this Plan is
$600,000.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      6.    Milestones

       

      Each of
the following Milestones shall qualify for the granting of a minimum bonus of
$150,000 and a maximum bonus of $250,000 to all Participants in the
Plan:

       

      
        	
                (a)

              	
                Financing – An equity
      financing or series of equity financings pursuant to which the Company has
      received gross proceeds from the financing(s) of not less than $20
      million. For greater certainty,
      only proceeds received by the Company on the closing of a financing shall
      be considered for purposes of this Financing Milestone, and any proceeds
      which may be received
      on the subsequent exercise of any warrants or other rights to purchase
      securities of the Company issued as part of such Financing shall not be
      included;

              


      

       

      
        	
                (b)

              	
                Topical Interferon
      alpha-2b – The decision of the board of directors that the Company
      proceed with a Phase III clinical trial of Topical Interferon
      alpha-2b;

              


      

       

      
        	
                (c)

              	
                DOS47 – the final
      approval by the appropriate regulatory authority (e.g. the FDA in the
      U.S.) allowing the Company to proceed with a Phase I clinical trial of
      LDOS47

                or
      other DOS47
      conjugate.

              


      

       

      7.    Bonus
Allocations

       

      Within 30
days of the achievement of a Milestone, the Company’s Compensation Committee
shall meet to determine:

       

      
        	
                (a)

              	
                The
      amount of bonus to be distributed to the Plan Participants in the
      aggregate in respect of such Milestone (the “Milestone Bonus”);
      and

              


      

       

      
        	
                (b)

              	
                The
      portion of the Milestone Bonus that shall be paid to each of the
      Participants (each, a “Participant
Bonus”).

              


      

       

      In the
event that the Compensation Committee is unable to reach unanimous agreement on
the Milestone Bonus within such 30 days, the Compensation Committee shall be
deemed to have determined the Milestone Bonus to be $200,000. In the event that
the Compensation Committee is unable to reach unanimous agreement on the amount
of each Participant Bonus within such 30 days, the Compensation Committee shall
be deemed to have determined that each Participant shall share equally in the
Milestone Bonus.

       

      8.    Factors to be Considered in
Determining Milestone Bonus

       

      In
determining the amount of Milestone Bonus to be awarded in respect of any
Milestone, the Compensation Committee shall take into account, among such other
factors as it may consider relevant, the time frame within which the Milestone
was achieved, the cost to the Company to achieve such Milestone, and the benefit
to the Company and its shareholders by achieving such Milestone.

       

      9.    Factors to be Considered in
Determining Participant Bonuses

       

      In
determining the amount of each Participant Bonus to be awarded in respect of any
Milestone Bonus, the Compensation Committee shall take into account, among such
other factors as it may consider relevant, each Participant’s relative role in
achieving the relevant Milestone, each Participant’s length of service with the
Company, each Participant’s salary, stock options, bonuses paid within the
previous 12 months and other compensation benefits, and whether the Participant
met or exceeded expectations in assisting the Company to achieve the Milestone.
For greater certainty, it is acknowledged that it is not a requirement of the
Plan that all Participants participate in a Milestone Bonus, but the entire
Milestone Bonus shall be allocated and paid to at least one
Participant.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      10.   Bonus
Payments

       

      The
Company shall pay the Participant Bonuses within 10 days of the earlier of the
Compensation Committee’s determination or deemed determination pursuant to
section and the 30th day
following the achievement by the Company of the relevant Milestone.

       

      APPROVED
by the non-executive directors of Helix BioPharma Corp. this 17th day of
January 2006

       

       

       

       

      /s/ Richard
Rossman             


      Richard
Rossman, Chairman