EX-10.13 19 o14590exv10w13.txt TRUST SHARE TRANSFER AGREEMENT EXHIBIT 10.13 TRUST SHARE TRANSFER AGREEMENT BETWEEN: RICHARD M. GLICKMAN, an individual resident in the Province of British Columbia (the "TRUSTEE") AND: BRUCE G. COUSINS, an individual resident in the Province of British Columbia (the "TRANSFEREE") WHEREAS: A. The Trustee is the trustee of the 2002 Aspreva Incentive Stock Purchase Plan Trust Agreement (the "TRUST AGREEMENT"); B. The Trustee desires to transfer to the Transferee, and the Transferee desires to receive, 20,000 common shares (the "TRUST SHARES") in the capital of Aspreva Pharmaceuticals Corporation (the "COMPANY"); and C. The board of directors of the Company has approved the transfer of the Trust Shares from the Trustee to the Transferee. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, the mutual covenants and agreements set forth in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties), the parties hereby agree as follows: 1. Transfer. The Trustee hereby agrees that, as soon as reasonably practicable following the execution of this Agreement, the Trustee will distribute to the Transferee under the Trust Agreement the Trust Shares and will cause to be delivered to the Transferee a share certificate (the "TRUST SHARE CERTIFICATE") registered in the Transferee's name representing the Trust Shares. 2. Agreement to Be Bound. The Transferee agrees that, as a condition to being entitled to receive the Trust Shares and the Trust Share Certificate, the Transferee will execute and deliver to the Company, in a form satisfactory to the Company's solicitors, an agreement to be bound (the "AGREEMENT TO BE BOUND") to the amended and restated shareholders' agreement dated March 5, 2004, as amended, between the Company and its shareholders. 3. Return of Trust Shares. The Transferee agrees that, as an additional condition to being entitled to receive the Trust Shares and the Trust Share Certificate, the Transferee will, if the Transferee's executive employment agreement between the Transferee and the - 2 - Company (the "EMPLOYMENT AGREEMENT") dated January 23, 2004 is terminated in accordance with its terms, immediately transfer to the Trustee, or as the Trustee may direct, for no consideration, all right, title and interest in and to the following Trust Shares, if any, and will cause a certificate representing such Trust Shares to be issued to the Trustee, or as the Trustee may direct, unless there has been a "CHANGE IN CONTROL" of the Company (as defined in the change of control agreement between the Company and the Transferee dated January 23, 2004 and attached to the Employment Agreement as Schedule B) during the term of the Employment Agreement:
TERMINATION DATE NUMBER OF TRUST SHARES TO BE TRANSFERRED ---------------- ---------------------------------------- Before April 15, 2004 19,444 Before May 15, 2004 18,888 Before June 15, 2004 18,332 Before July 15, 2004 17,776 Before August 15, 2004 17,220 Before September 15, 2004 16,664 Before October 15, 2004 16,108 Before November 15, 2004 15,552 Before December 15, 2004 14,996 Before January 15, 2005 14,440 Before February 15, 2005 13,884 Before March 15, 2005 13,328 Before April 15, 2005 12,772 Before May 15, 2005 12,216 Before June 15, 2005 11,660 Before July 15, 2005 11,104 Before August 15, 2005 10,548 Before September 15, 2005 9,992 Before October 15, 2005 9,436 Before November 15, 2005 8,880 Before December 15, 2005 8,324 Before January 15, 2006 7,768 Before February 15, 2006 7,212 Before March 15, 2006 6,656 Before April 15, 2006 6,100 Before May 15, 2006 5,544 Before June 15, 2006 4,988 Before July 15, 2006 4,432 Before August 15, 2006 3,876 Before September 15, 2006 3,320 Before October 15, 2006 2,764 Before November 15, 2006 2,208 Before December 15, 2006 1,652 Before January 15, 2007 1,096 Before February 15, 2007 540 On or before March 15, 2007 NIL
- 3 - 4. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and applicable laws of Canada and the parties hereto attorn to the exclusive jurisdiction of the provincial and federal courts of British Columbia. 5. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and may only be varied by further written agreement of the Trustee and the Transferee. This Agreement supersedes any previous communications, understandings and agreements between the Trustee and the Transferee. 6. Further Assurances. The parties will execute and deliver to each other such further instruments and assurances and do such further acts as may be required to give effect to this Agreement. 7. Headings. Marginal headings as used in this Agreement are for the convenience of reference only and do not form a part of this Agreement and are not to be used in the interpretation hereof. 8. Wording. Whenever the singular or masculine or neuter is used throughout this Agreement the same shall be construed as meaning the plural or feminine or body corporate when the context or the parties hereto may require. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 9. Notice. All notices and other communications that are required or permitted by this Agreement must be in writing and shall be hand delivered or sent by express delivery service or certified or registered mail, postage prepaid, to the parties at the addresses indicated below. IF TO THE TRUSTEE: Richard M. Glickman 2377 Tyron Road Sidney, BC V8L 5H8 IF TO THE TRANSFEREE: Bruce G. Cousins 4505 Emily Carr Drive Victoria, BC V8X 2N5 Any such notice shall be deemed to have been received on the earlier of the date actually received or the date five (5) days after the same was posted or sent. Either party may change its address by giving the other party written notice, delivered in accordance with this Article 9. 10. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Agreement. DATED effective December 8, 2004. /s/ RICHARD M. GLICKMAN /s/ BRUCE G. COUSINS ----------------------------------- ----------------------------------- RICHARD M. GLICKMAN, Trustee BRUCE G. COUSINS of the 2002 Aspreva Incentive Stock Purchase Plan Trust Agreement