Employment Agreement between BioAmber and Jean-Francois Huc



 Exhibit 10.3 
 EMPLOYMENT AGREEMENT 
 ENTERED INTO IN MONTREAL, as of the 1st day of July, 2009.

  

			
	BETWEEN:	    	 DNPGT CANADA INC., a corporation duly incorporated under the Canada Business Corporations Act, having its
corporate office located at 2000 McGill College, Suite 2000, Montreal, Quebec, H3A 3H3, represented for the purposes hereof by Paul Jacobson, Chairman of DNP Green Technology, duly authorized as he so declares;

 
 (hereinafter referred to as the “Corporation”)

		
	AND:	    	 MR. JEAN-FRANÇOIS HUC, domiciled and residing at ***;

 
 (hereinafter referred to as the “Employee”)


 WHEREAS the Corporation is the wholly owned subsidiary of DNP Green Technology, Inc.
(“DNPGT”); 
 WHEREAS the Corporation wishes to employ the Employee as its President and CEO (“CEO”);

 WHEREAS the Corporation intends to provide DNPGT with the services of the Employee in order for the latter to also act as
CEO for DNPGT; 
 WHEREAS the Employee wishes to act as the Corporation’s and DNPGT’s CEO; 

WHEREAS the parties hereto wish to determine the terms and conditions pertaining to the employment of the Employee; 

THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 
  

	1.	EMPLOYMENT 

  

	 	1.1.	The Employee shall serve as CEO of the Corporation and of DNPGT, and perform the functions and duties attached to such position in all of the Corporation’s and
DNPGT’s sectors of activity, as well as the tasks and duties that the Board of Directors of the Corporation and of DNPGT may delegate to him from time to time, which are not inconsistent with the Employee’s position as the senior executive
officer of the Corporation and of DNPGT, it being understood that the Employee shall at all times report to the Board of Directors of DNPGT. 


  
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	 	1.2.	The Employee shall be based in the Corporation’s office in Montreal, Quebec. 


 

	2.	REMUNERATION 

  

	 	2.1.	In consideration of the Employee’s services pursuant to this Agreement, the Corporation shall: 


 

	 	2.1.1.	pay to the Employee, annually, the amount of three hundred and ten thousand dollars ($310,000), as annual base salary, payable in accordance with the Corporation’s
remuneration policy; 

  

	 	2.1.2.	review and adjust the annual base salary described in section 2.1.1 at the end of each fiscal year end, such salary adjustment being at the discretion of the Board of
Directors of DNPGT. 

  

	 	2.1.3.	pay to the Employee, in the first quarter of each fiscal year, a cash bonus equal to up to 50% of the base salary provided in Section 2.1.1., based on the
Employee’s, the Corporation’s and DNPGT’s performance during the previous fiscal year, such performance evaluation and bonus determination being at the discretion of the Board of Directors of DNPGT. 


 

	3.	STOCK OPTIONS AND RESTRICTED STOCK 

  

	 	3.1.	As additional consideration for the Employee’s services pursuant to this Agreement, DNPGT shall grant the Employee, in the first quarter of each fiscal year,
(i) stock options to purchase shares in DNPGT and (ii) restricted stock in DNPGT., based on the Employee’s, the Corporation’s and DNPGT’s performance during the previous fiscal year, such grant of stock options and
restricted stock and their related terms and conditions being at the discretion of the Board of Directors of DNPGT. All grants of stock options and restricted stock shall be in accordance with DNPGT’s stock option plan.


  

	 	3.2.	In the event (i) of the Employee’s death, or (ii) the Corporation terminates the employment of the Employee for any reason whatsoever, except for the
following grounds: 

  

	 	3.2.1.	embezzlement, fraud or similar conduct involving the Corporation or DNPGT, 


 

	 	3.2.2.	the commission of any indictable offence, or 

  

	 	3.2.3.	the persistent failure of Employee to perform his duties hereunder after notices to do so by the Corporation, 


(collectively, a “Cause”), 

  
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then the Board of Directors of DNPGT shall cause (i) all stock options and restricted stock that has been granted to the Employee to immediately vest in their entirety from the death of the
Employee or the termination date of the employment of the Employee and be exercisable for a period of three (3) years following the Employee’s death or the termination of his employment, and (ii) allow the assignment of all stock
options and restricted stock to the Employee’s estate in the event of the Employee’s death. 
  

	4.	FRINGE BENEFITS 

  

	 	4.1.	The Employee shall be entitled, as an employee of the Corporation, to the insurance and benefits (including at a minimum health, dental, accident, disability and life)
approved from time to time by the Board of Directors of the Corporation. 

  

	5.	EXPENSES 

  

	 	5.1.	The Corporation agrees to reimburse the Employee, for all the reasonable fees, expenses and disbursements incurred by him in the performance of his duties, on behalf
and for the benefit of the Corporation and of DNPGT. The Employee shall submit to the Corporation a periodic report together with supporting documents concerning the fees, disbursements and expenses incurred by him in the performance of his duties
during the said period. 

  

	6.	UNDERTAKINGS OF THE EMPLOYEE 

  

	 	6.1.	The Employee undertakes, during the term of this Agreement: 

  

	 	6.1.1.	on a full-time basis, to devote and to use all his efforts and professional knowledge in the exercise of his functions, subject to the Employee having the right to sit
on the Board of one (1) non-affiliated company, in so far as these responsibilities do not hinder the Employee’s ability to perform his duties for the Corporation and DNPGT; and 


 

	 	6.1.2.	to act at all times within the scope of his employment and in the best interests of the Corporation and of DNPGT, to perform his duties to the best of his ability,
faithfully, honestly and diligently and to conform at all times to the instructions and directives that may be given to him, on occasion, by the Board of Directors of DNPGT; provided same are not inconsistent with the Employee’s position as he
chief executive officer of the Corporation and DNPGT. 


  
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	7.	INTELLECTUAL PROPERTY 

  

	 	7.1.	The Employee hereby: 

  

	 	7.1.1.	transfers and assigns to the Corporation, without any compensation other than the remuneration provided in Section 2 hereof, all property rights he might own on
all documents or works done by the Employee, alone or in collaboration, in the framework of the services rendered pursuant to this Agreement (the “Works”), and more particularly, but without limitation, all property rights on any material
support of the Works and all intellectual property rights on the Works; 

  

	 	7.1.2.	renounces to any right, and more particularly, but without limitation, to any intellectual property rights which may arise during the execution of the Works, including
any moral rights; and 

  

	 	7.1.3.	agrees that the Corporation may dispose of or modify the Works and the rights pertaining to the Works, at its sole discretion, and without any obligation on its part to
consult, notify or compensate the Employee. 

  

	8.	UNDERTAKINGS IN THE EVENT OF A TRANSACTION OR AN IPO 

  

	 	8.1.	In the event of a Transaction or an IPO by the Corporation or DNPGT, the Employee undertakes, at his choice, if so requested by the Corporation or DNPGT, either:


  

	 	8.1.1.	to remain in the employment of the Corporation or the entity resulting from the Transaction or IPO, for at least one year following the closing of such Transaction or
IPO, upon terms and conditions at least as advantageous to him as set out in this Agreement; or 

  

	 	8.1.2.	to continue on a consulting basis with the entity that is involved in the Transaction or IPO, in a non-management role, for at least one year following the closing of
such Transaction or IPO, upon terms and conditions at least as advantageous to him as set out in this Agreement; or 

  

	 	8.1.3.	notwithstanding any other provision of this Agreement, to execute a one year undertaking not to compete in any way, whether directly or indirectly, with the Corporation
and DNPGT and/or the entity having acquired the assets of the Corporation or DNPGT pursuant to the Transaction or the IPO, as the case may be. 

  

	 	8.2.	In the event of a Transaction or IPO, during the term of the Agreement, the Corporation and DNPGT undertake to deploy commercially reasonable efforts to cause the
Employee to participate, in a manner consistent with the Employee’s chief executive officer position, in the stock option plan and senior management benefits plan in force leading up to and following such Transaction or IPO.


  

	 	8.3.	For the purposes of this Agreement: 


  
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	 	8.3.1.	“Transaction” means (a) the sale or merger of all or substantially all of the assets of DNPGT, or (b) the sale, assignment, transfer or issuance of
shares of DNPGT such that one shareholder of DNPGT holds either (i) 50% plus one shares of the issued shares of DNPGT or (ii) the right to designate a majority of the directors to the Board of DNPGT; 


 

	 	8.3.2.	“IPO” means a business combination pursuant to which all or substantially all of the assets of DNPGT become the property of an entity, the shares of which
entity or its parent are or, in the context of a Transaction, become publicly traded. 

  

	9.	VACATION 

  

	 	9.1.	The Employee shall be entitled to four weeks of vacation per year, the duration of which and the dates of which shall be established reasonably and professionally
managed by the Employee taking into account his functions and duties. 

  

	10.	TERM 

  

	 	10.1.	 This Agreement shall take effect on July 1st, 2009 and continue in force for an undetermined period thereafter. 



 

	 	10.2.	The Employee shall have the right to terminate this Agreement at any time by giving a six (6) month written notice to this effect to the Corporation.


  

	 	10.3.	Subject to Section 10.4, in the event that the Corporation terminates the employment of the Employee for any reason whatsoever (other than resulting from a Cause
or as a result of the death or disability of the Employee), the Employee shall be entitled to receive a severance payment in lieu of notice of an amount equal to 12 months’ base salary (as set out in Section 2.1.1).


  

	 	10.4.	In the event that the Corporation terminates the employment of the Employee for any reason whatsoever (other than resulting from a Cause or as a result of the death or
disability of the Employee) in the twelve (12) months preceding or following a Transaction or IPO, the Employee shall be entitled to receive a severance payment in lieu of notice of an amount equal to 24 months base salary (as set out in
Section 2.1.1). 

  

	 	10.5.	This Agreement shall terminate (i) upon the termination of the employment of the Employee resulting from a Cause, (ii) upon the death of the Employee or
(iii) following a period of six (6) consecutive months or an aggregate of six (6) months during any twelve (12) consecutive month period during which the Employee will have been unable to perform his duties provided hereunder due
to sickness or disability, in any case without any severance payment in lieu of notice being due. 


  
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	11.	CONFIDENTIALITY AND NON-COMPETITION 

  

	 	11.1.	The Employee agrees that he shall not, as long as he is employed by the Corporation and for a period of ten (10) years thereafter, disclose and/or reveal in any
manner whatsoever and to whomever, confidential information obtained during his employment on and about the business of the Corporation, of DNPGT and their affiliated companies, to use his commercially reasonable efforts in order to maintain the
confidentiality of this information and to prevent any inopportune disclosure including but not limited to, information regarding the financial situation of the Corporation, of DNPGT and their affiliated companies, their operations and their
projects of operation, and undertakes not to use for his own benefit or for purposes other than those of the Corporation, of DNPGT and their affiliated companies, to the detriment of the Corporation, of DNPGT and their affiliated companies, any
information thus obtained. The disclosure of confidential information shall be restricted to the officers, directors and shareholders and, on a need to know basis, employees, agents and professional advisors of the Corporation, of DNPGT and of their
affiliated companies. Any confidentiality undertaking made under this subsection shall continue to be in full force after the termination of this Agreement. The confidentiality undertakings provided in this section shall not apply to information
that: i) is already known to the Employee without having been obtained from the Corporation, DNPGT or their affiliated companies, directly or indirectly, ii) was in the public domain before its disclosure to the Employee, iii) becomes in the
public domain after its disclosure to the Employee without breach of any obligation under this Agreement, and iv) is required to be disclosed by operation of law or a judicial order. 


 

	 	11.2.	The Employee agrees, for so long as he is employed by the Corporation and, until the expiry of a period of twelve (12) months thereafter, that he shall not,
directly or indirectly, alone or through a company, or jointly with any person, firm, corporation, partnership, company or other business organization whether as principal or as agent, mandater, mandatory, officer, partner, director, employee,
consultant, shareholder or in any other manner except for the benefit and in the interests of the Corporation, DNPGT or their affiliated companies: 

  

	 	11.2.1.	encourage or attempt to bring any person employed by the Corporation or DNPGT or any of their affiliated companies to leave his employment with the Corporation or DNPGT
or their affiliated companies; and 

  

	 	11.2.2.	carry on a business engaged in, involved in or interested in the Corporation’s or DNPGT’s sectors of activities, within the territories in which the
Corporation or DNPGT does business. 

  

	 	11.3.	In the event the Employee terminates this Agreement in accordance with section 10.2 hereof, during the six (6) month notice provided for there, the Corporation may
require that the twelve (12) month period mentioned in section 11.2 hereof be increased to twenty four (24) months, in which case the Employee will be entitled to receive, as compensation, a payment of an amount equal to one (1) year
base salary at the latest on the date of termination of his employment. 


  
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	 	11.4.	The Employee acknowledges that his failure to respect his undertakings and obligations mentioned in 11.1 and 11.2 would be detrimental to the Corporation so as to
justify, without prejudice to any other recourse of the Corporation, an injunction and a seizure before judgment, all recourses of the Corporation being cumulative and non-alternative. 


 

	 	11.5.	The Employee acknowledges and agrees that all the restrictions contained in 11.1 and 11.2 are reasonable and valid, in particular in respect of their duration, their
scope and the persons they affect, and that these restrictions are essential in order to allow the Corporation, DNPGT and their affiliated companies to adequately protect their position in the field in which they carry on business and operate.


  

	12.	ASSIGNMENT 

  

	 	12.1.	Except in the event of a merger or change in control involving the Corporation, the Corporation may not transfer or assign in whole or in part its rights and
obligations hereunder without the prior written consent of the Employee. The Employee may not transfer or assign in whole or in part its rights and obligations hereunder. 


 

	13.	PREAMBLE 

  

	 	13.1.	The preamble forms an integral part of this Agreement. 

  

	14.	NOTICES 

  

	 	14.1.	Any notice or other communication which is required or permitted to be given hereunder shall be given in writing and shall be deemed properly given when delivered to
its recipient, either by bailiff, by courier, messenger or by mail, or by fax, in which latter case said notice shall immediately thereafter be confirmed by mail copy, when sent to the addresses set out on the first page hereof.



  
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	 	14.2.	Any notice sent in accordance with this Agreement shall be deemed to be received by its recipient at the time of its delivery, if delivered by courier, messenger or by
bailiff, or the fifth (5th) business day following its sending by mail, or the business day after its sending by fax. However, if ordinary postal or fax service is interrupted and such interruption is by reason of force majeure, the party
sending said notice shall use a service that has not been interrupted or send said notice by courier or messenger to ensure prompt delivery of same. Any change of address may be given in the manner above described. 


 

	15.	ARBITRATION PROVISION 

  

	 	15.1.	This Agreement shall in all respects be interpreted in accordance with and its performance governed by the laws of the Province of Quebec without regard to any
principle of conflict of laws. 

  

	 	15.2.	Any disputes which cannot be amicably resolved between the parties shall be settled by arbitration in the city of Montreal as follows according to the Rules of the
International Chamber of Commerce (ICC) as the appointing authority in UNCITRAL arbitration proceedings: 

  

	 	15.2.1.	The arbitration shall take place in the city of Montreal, according to the laws of the Province of Quebec. 


 

	 	15.2.2.	The decision of arbitration shall be final. Enforcement of the award may be requested by either party through application to any court having jurisdiction.


  

	16.	GENERAL PROVISIONS 

  

	 	16.1.	The parties agree to sign all documents and to do all things required to give effect to the provisions of this Agreement. 


 

	 	16.2.	All amounts referred to in this Agreement are so in Canadian Dollars (CDN$). 


 

	 	16.3.	The waiver by a party hereto to the breach of any provision of this Agreement by the other party shall not prevent said party from exercising any of its rights as a
result of a subsequent breach of said provision or of any other provision of this Agreement. A waiver by a party to any provision of this Agreement shall be made in writing; otherwise it shall not be deemed to be a waiver. 


 

	 	16.4.	This Agreement expresses the entire agreement between the parties hereto with respect to all matters contained herein and supersedes any other agreement, proposal,
representation, negotiation, oral or written, among the parties concerning such matters. 

  

	 	16.5.	The headings and captions contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation hereof.



  
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	 	16.6.	The invalidity of all or any part of any section of this Agreement shall not render invalid the remainder of that section or of this Agreement. If any provision of this
Agreement is so broad as to be unenforceable, such provision shall be interpreted and enforced only to the extent that such provision is enforceable. 

  

	 	16.7.	Any modification, amendment or qualification hereof shall be null and void and shall not be binding upon any party unless recorded by written instrument duly signed by
the parties hereto. 

  

	 	16.8.	This Agreement shall be governed by, construed and interpreted in accordance with the laws in force in the Province of Quebec. 


 

	 	16.9.	This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and
the same Agreement. 

  

	 	16.10.	Subject to section 15, each of the parties attorns and submits to the non-exclusive jurisdiction of the courts of the Province of Quebec with respect to any matter or
dispute pertaining to this Agreement. 

  

	 	16.11.	This Agreement shall be binding upon and enure to the benefit of the parties hereto together with their respective heirs, executors, successors and permitted assigns.


 IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS AGREEMENT AT THE PLACE AND AT THE DATE HEREINABOVE FIRST MENTIONED.

  

			
		  	DNPGT CANADA INC.
		
	Per:	  	 /s/ Paul Jacobson

		  	PAUL JACOBSON
		
		  	 /s/ Jean-François Huc

		  	JEAN-FRANÇOIS HUC



  
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