EXECUTIVE EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (Agreement), dated as of the 8th day of April, 2019, is entered into by and among CRH Medical Corporation, a Delaware company (Employer), CHR Medical Corporation, a British Columbia corporation (CRH Canada) and Tushar Ramani (Executive) (each a Party and collectively the Parties). The Parties, in consideration of the mutual covenants and representations, set out herein, agree to the terms and conditions in this Agreement as follows:
1. Employment. Employer employs Executive and Executive agrees to accept such employment, upon the terms and conditions set forth in this Agreement.
2. Term of Employment. Executives Employment pursuant to the terms of this Agreement shall commence on April 8, 2019 (Start Date). The term of employment will not be for a definite period, but rather continue indefinitely until terminated in accordance with the terms and conditions of this Agreement. This Agreement supersedes any prior agreements between the parties made prior to the Start Date.
3. Position, Duties, Responsibilities.
3.1 Position. Executive shall be employed by the Employer in the position of Chief Executive Officer (CEO) of the Employer. During the course of employment, Executive shall provide services for CRH Canada and its related entities or affiliates (together with the Employer, the Company for the purposes of this Agreement) and shall be designated the CEO of each such entity. Executive shall have authority and powers, and perform services appropriate to and consistent with that position and title. Executive will report directly to the Board of Directors of the Employer and CRH Canada (each, the Board). During the term of this Agreement, Executive shall be entitled to serve on the Board of the Employer and will be nominated by the Company for election to the Board of Directors of CRH Canada.
3.2 Other Activities. Executive will devote his full business time to diligently and faithfully perform his duties and obligations under this Agreement. During the term of this Agreement, except upon the prior written consent of the Company, Executive will not (i) accept any other full-time or part-time employment, (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is or may be in conflict with, or that might place Executive in a conflicting position to that of the Company, or prevent Executive from devoting such time as necessary to fulfill his responsibilities under this Agreement, (iii) sell, market, or represent any product or service other than the Companys products or services unless otherwise specified, or (iv) serve on any board of directors for any other company or entity except with the consent of the Company, which consent will not be unreasonably withheld. Nothing in Section 3.2(iv) is intended to or does prevent Executive from serving on the board of directors of trade associations and charitable organizations, engaging in charitable activities and community affairs, or managing Executives personal investments and affairs, provided that these activities do not conflict with Executives obligations under this Section 3.
3.3 Work Location. Executive shall work from Palm Beach Gardens, Florida but shall, as reasonably required by business circumstances, visit on a regular basis the Companys Atlanta, Georgia offices and such other locations as are required in the performance of his duties as CEO.
In consideration of the services to be rendered under this Agreement, Executive shall be entitled to the following (where all amounts are stated in US dollars):
4.1 Base Salary. The Employer shall pay to Executive an annual base salary of five hundred thousand dollars ($500,000), less all applicable taxes and withholdings, which will be payable in accordance with the Employers general payroll practices (Base Salary).
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