EXHIBIT 4.10
CONTRACT OF EMPLOYMENT
DATE: JUNE 4, 2003 (EFFECTIVE APRIL 11 2003)
BETWEEN STARNET SYSTEMS INTERNATIONAL INC. ("THE COMPANY")
OF KFH BUILDING, LIAT ROAD, ST. JOHN'S, ANTIGUA, WEST INDIES
AND
XXXXXXX XXXXXX XXXXX ("THE EMPLOYEE")
OF THE BURY BARN, XXXXX XXXXXX, XXXXXXXXXXXXX, XX0 0XX
EMPLOYMENT AGREEMENT WITH
STARNET SYSTEMS INTERNATIONAL INC.
AGREEMENT dated and made effective as of 11 APRIL 2003
1. INTRODUCTION
The terms and conditions of this agreement set out the particulars of
your employment with the Company ("the Contract").
2. TERMS OF EMPLOYMENT
2.1 JOB TITLE
Chief Executive Officer of the Company and a member of the Board of
Directors of the Company and of such other companies in the Group (as
hereinafter defined) as the World Gaming Board and Employee may agree
upon.
The job description may from time to time be amended by the Company and
in addition to the duties set out you may from time to time be required
to undertake additional or other duties as necessary to meet the needs
of the Company which may include working for other companies within the
World Gaming Corporate Group ("the Group").
2.2 REMUNERATION
(pound)115,000 per annum plus a house rental allowance of (pound)15,600
per annum and any relocation expenses, if necessary, to be approved by
the Board of World Gaming; provided Employee is entitled to be paid the
equivalent amounts in any other currency at his discretion.
Approximately fifty percent of your stated annual compensation shall be
paid to you monthly in accordance with the Company's normal payroll
policy. The balance of your stated annual compensation (other than
stock benefits or any other benefits specifically described herein)
shall be directed to a Senior Employee Revenue Sharing Plan (the
"Plan") maintained by the Company.
All amounts deposited in the Plan are invested on behalf of the Plan
members. All amounts deposited in the Plan (plus any income or gains
derived there from) cannot be withdrawn by Plan members who are
resident of Canada or the United States for income tax purposes.
Your remuneration will be reviewed by the Board on or before December
31, 2003 and then annually thereafter.
2.3 COMMENCEMENT OF EMPLOYMENT
Your employment with the Company commenced on 11 April 2003.
2.4 PLACE OF WORK
Your normal place of work will be in and among St. Xxxxx, Antigua, the
United Kingdom, and Vancouver, Canada at the offices of the Company or
an affiliate or associated company within the Group.
2.3 EXPENSES
You are entitled to reimbursement of all reasonable or approved
traveling and incidental expenses incurred by you in the course of your
employment subject to production of the appropriate receipts and on
such basis as may be laid down by the Company from time to time. Such
expenses shall be reviewed at least quarterly by the Board or a
designee thereof.
You shall be entitled to travel in business class on any flights of
more than 4 hours duration.
2.4 HOURS OF WORK
2.4.1 Your hours of work are between 9:00am and 5:30pm.
2.4.2 You may be required to work such additional hours as may
be necessary in order to perform your duties
satisfactorily. No overtime is payable for work in excess
of the normal business hours but time off in lieu may be
taken provided such justification is provided in writing
to the Board of Directors.
2.5 HOLIDAYS AND LEAVE
2.5.1 30 working days excluding normal Bank or Public holidays. No
more than 60 days can accrue.
2.5.2 Normal Public Holidays are usually not working days.
2.5.3 Holidays must be taken at reasonable times so as not to
disrupt the management of the Company.
2.5.4 The Chairman must approve holidays in excess of 2 consecutive
weeks.
2.5.5 Any request for special leave for reasons other than holidays
or sickness should be made to the Board of Directors of the
Company.
2.6 SICKNESS ABSENCE
2.6.3 If you are absent for more than seven calendar days you must
on the eighth calendar day of absence advise the board of
Directors of the Company who may request that you provide a
medical certificate stating the reason for absence and
thereafter provide a like certificate each week to cover any
subsequent period of absence.
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2.6.4 During your first year of employment any payments to you
whilst you are absent due to sickness or injury for more than
60 days shall be at the discretion of the Company's Board of
Directors.
2.7 PENSION
The Company shall provide pension benefits on a substantially similar
basis as you would receive if you were employed in the United Kingdom.
2.8 PRIVATE HEALTH CARE
The Company shall either provide reasonable health care benefits for
you or provide an allowance for you to obtain such insurance with
appropriate opportunity for health coverage for your immediate family
(spouse and children). Any such benefits shall be approved by the Board
of Directors of the Company
2.9 COMPANY CAR
If the Company provides you with a Company car you will follow the
requirements of the Company's car policy as published and varied by the
Company from time to time.
2.10 CONFIDENTIALITY
2.10.1 You shall not either during your engagement or thereafter use
to the detriment or prejudice of the Company or any associated
company or, in except in the proper course of your duties,
divulge to any person, firm or company any trade secret or any
other confidential information concerning the business of the
Company or any associated company including in particular, and
without limitation:
2.10.1.1 know-how relating to the company's or any associated
company's projects;
2.10.1.2 details of research projects (including their
organization and staff involved);
2.10.1.3 lists and details of customers and former customers
of the Company or any associated company;
2.10.1.4 prices and charges of the Company or any associated
company;
2.10.1.5 any accounts, finance, contractual arrangements or
intellectual property (whether owned or licensed by
the Company or any associated company;
2.10.1.6 other dealings, transactions, relationships or
affairs of the Company or any associated company; or
2.10.1.7 any information in respect of which the Company or
any associated company is bound by an obligation of
confidence to a third party.
You may have at any time received and you shall use all
reasonable endeavors to prevent the publication or disclosure
of any such information. These obligations shall continue to
apply after
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termination of the Contract but shall cease to apply to
information which shall come into the public domain other than
by a breach of this clause 2.10 or which for any other reason,
other than through the Employee's default, shall have ceased
to be confidential.
2.10.2 All records documents files accounts and any other papers
including private notes and memoranda concerning the Company
its clients and all copies and extracts of them made or
acquired by you in the course of your employment shall be used
for the purposes of the Company only and shall be the property
of the Company and shall be returned to it on demand any time
and without demand on the termination of your employment.
2.11 RESTRICTION ON OTHER EMPLOYMENT
The employment contemplated hereunder is for your full time services.
You may not without the prior written consent of the Company engage in
any form of business or employment other than your employment with the
Company whether inside or outside your normal hours of work.
2.12 PERSONAL PROPERTY
The Company accepts no responsibility for loss damage or theft of
personal property belonging to members of staff wherever this may
occur. Staff are recommended to arrange suitable insurance cover of
their own.
2.13 NOTICE OF TERMINATION OF EMPLOYMENT
2.13.1 Your employment may be terminated by either you or the Company
without any reason giving to the other not less than six
months written notice.
2.13.2 If in the event either party terminates that employment
without cause, all stock options will continue to vest until
the six month period is completed.
2.13.3 The Company may terminate your employment without notice or
payment in lieu of notice in the event of serious or
persistent misconduct by you.
2.13.4 The Company agrees to meet your reasonable expenses incurred
in your relocation to Australia upon termination of employment
for any reason.
2.13.5 Where either you or the Company gives notice to terminate this
Contract under clause 2.13.1 or if you resign without notice
and the Company does not accept your resignation, the Company
may in its absolute discretion for all or part of the notice
period under clause 2.13.1 exclude you from its premises;
and/or require you to carry out specified duties for the
Company or to carry out no duties; and/or instruct you not to
communicate with suppliers, customers, executives,
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agents or representatives of the Company or any company within
the Company's Corporate Group, until your employment has
terminated. During your notice period you will be entitled to
be paid salary and all other contractual benefits in
accordance with this Contract.
2.14 SECURITIES
You agree to observe the provisions of any law, rule, regulation or
code in relation to dealings in securities and such other law, rule,
regulation or codes, guidance or statements which the Company is
obliged to comply with or which have been or are adopted by the
Company.
2.15 OPTIONS
The Board shall grant stock options pursuant to purchase 1,000,000
ordinary shares of World Gaming which shall be fully vested only on
April 11th 2004. 500,000 of these stock options will be for a signing
as CEO and 500,000 for your position as a director.
The Board shall also issue options to purchase 500,000 ordinary shares
of World Gaming which shares shall be fully vested on April 11th 2005.
All options shall have a 10 year exercise period. The price for each
such option shall be the price of the ordinary share at the close of
business, as of June 4, 2003.
Additional options may be made available in the future at the
discretion of the Board. Terms and Condition other than as set forth
above shall be in accordance with the 2001 Share Option Plan.
If in the event of a change of control in the Company all issued
options shall vest immediately. A "Change of Control" shall be deemed
to have occurred upon any of the following events: (i) the direct or
indirect sale or exchange by the stockholders of the Company before
such sale or exchange do not retain, directly or indirectly, at least,
a majority of the beneficial interest in the voting stock of the of the
Company; (ii) a merger in which the stockholders of the Company before
the merger do not retain, directly or indirectly, at least a majority
of the beneficial interest in the voting stock of the Company; or (iii)
the sale, exchange, or transfer of all or substantially all of the
Company's assets (other than a sale, exchange, or transfer to one or
more corporations where the stockholders of the Company before such
sale, exchange, or transfer retain, directly or indirectly, at least a
majority of the beneficial interest in the voting stock of the
corporation(s) to which the assets were transferred).
2.16 RESTRICTIONS AFTER TERMINATION OF CONTRACT
2.16.1 You acknowledge that in the ordinary course of your
employment, you will be exposed to confidential information of
the Company which may not be readily available to the others
engaged in a business similar to that of the Company or to the
general public and which if disclosed will be liable to cause
significant harm to the Company. You agree
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that the provisions of clause 2.16 are necessary and
reasonable and to protect the legitimate interests of the
Company and its customers.
2.16.2 On the termination of your employment, you agree that you will
not, without the prior written consent of the Company,
directly or indirectly and whether alone or in conjunction
with or on behalf of any other person and whether as
principal, shareholder, director, executive, agent,
consultant, independent contractor, partner or otherwise:
2.16.2.1 for a period of six months from the date of
termination of your employment with the Company ("the
Termination Date") be engaged, concerned or
interested in, or provide technical, commercial, or
professional advice to, any other business which
supplies Relevant Products or Services in competition
with the Company or any company within the World
Gaming Corporate Group anywhere in the world;
2.16.2.2 for a period of six months from the Termination Date
be engaged, concerned, or interested in any business
which at any time during the Relevant Period has
supplied Relevant Products or Services to the Company
or is or was a Relevant Customer of the Company if
such engagement, concern or interest causes or would
cause a supplier to cease or materially reduce its
supplies to the Company or the Relevant Customer to
cease or materially reduce its orders or contracts
with the Company;
2.16.2.3 for a period of six months from the Termination Date
so as to compete with the Company, canvass, solicit
or approach or cause to be canvassed, solicited or
approachable any Relevant Customer for the sale or
supply of Relevant Products or Services or endeavor
to do so;
2.16.2.4 for a period of six months from the Termination Date
solicit, induce or entice away from the Company,
employ, engage or appoint or in any way cause to be
employed, engaged or appointed any employee of the
company whose annual gross salary is (pound)30,000 or
more, in connection with any business in or proposing
to be in competition with the Company whether or not
such a person would commit any breach of his or her
contract of employment or engagement by leaving the
service of the Company;
2.16.2.5 use in connection with any business any name which
includes the name of the Company, or is similar to
it; or
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2.16.2.6 for a period of six months from the Termination Date
directly or indirectly, interfere with the
continuance of supplies to the Company from any
suppliers who have been supplying materials or
services to the Company at any time during the six
month period prior to the Termination Date and with
whom you have had personal contact.
2.16.3 Each covenant contained in clause 2.16 shall be construed as a
separate covenant and, if one or more of the covenants is held
to be against the public interest or unlawful or in any way an
unreasonable restraint of trade the remaining covenants shall
continue to bind you.
2.16.4 Whilst the covenants in clause 2.16 are considered by the
parties to be reasonable in all the circumstances as at the
date of the Contract, the Company may by notice in writing to
you will reduce in whole or in part the extent or duration of
the restrictions in them in such manner and to such extent as
the Company in its absolute discretion determines and you then
agree to be bound by such additional covenants in the form
reduced and the validity if any other covenant and provision
contained in the Contract shall not be affected. Further, both
you and the Company agree that the periods referred to in
clause 2.16.2 will be reduced by one day for every day during
which you are excluded from the Company's premises pursuant to
clause 2.13.3 and/or not required to undertake your duties as
set out in this Contract.
2.16.5 If you apply for or are offered new re-employment, or a new
engagement, before entering into any related contract, you
will bring the terms of the Contract to the attention of the
third party proposing directly or indirectly, to appoint or
engage you.
2.16.6 For the purposes of clause 2.16:
2.16.6.1 "Relevant Customer" means any customer or client of the
Company who either opened an account or placed a bet of any
nature with the Company, any company within the World Gaming
Corporate Group or any third party with whom any company
within the World Gaming Corporate Group has entered into an
arrangement or agreement within twenty four months of the
Termination Date; and
2.16.6.2 "Relevant Products or Services" means products or services
which are of the same kind as or of a materially similar kind
to or competitive with any products or services or supplied by
the Company within the six month period to the Termination
Date.
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2.17 BONUS
2.17.1 Performance related Bonus
50% of salary determined as follows:
i) 50% of such bonus based upon reaching 80% to 125% of
target net operating profit approved by the Board
based on recommendation of CEO ("Target"). Where more
than 100% of Target is reached, an additional bonus
will be paid based on the percentage exceeded. For
example if 120% of Target is reached then the bonus
is calculated by Bonus x 120%.
ii) 50% of such bonus based on individual performance
achievement. Objectives are to be agreed by the
Board. In any event, no payment is due if the company
does not show a full year operating profit.
The first performance related Bonus is to be measured for one full year
based upon the 31st December 2003 financials and payable no later than
30 April 2004.
2.17.2 Deferred Bonus
75% of the aggregate of 3 years bonus payable only in the
event that you are still employed by the Company on 11 April
2006 (e.g. If bonus is (pound)50,000 for 3 years, then 75% of
(pound)150,000 equals (pound)112,500).
This deferred bonus is for employee retention and would be
payable in the event of wrongful termination or change of
control of the company but not if the employee voluntarily
leaves or is dismissed for cause.
2.17.3 The Company reserves the right in its absolute discretion to
vary the terms of and/or the level of bonus payable under any
agreed scheme.
2.18 DIRECTORS AND OFFICERS LIABILITY INSURANCE / INDEMNIFICATION
The Company shall use its best efforts to purchase and maintain for you
so long as you remain a Director of the Company or any affiliate
directors and officers insurance against (so far as the law permits)
any liability which by law (whether common law or otherwise) would
otherwise attach to him in respect of any negligence, default, breach
of duty, or breach of Trust of which he may be liable in relation to
Company and/or any associated company. The Company agrees that it shall
indemnify the Directors of the Company to the fullest extent possible
under applicable law. The degree of cover including coverage for legal
fees and costs will be set by the Board, and reviewed annually.
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2.19 ADDITIONAL BENEFITS
2.19.1 The Company agrees to meet the cost of one economy return
ticket to Australia for you and your family during each
calendar year of this Contract payable against receipt of the
appropriate invoice.
2.19.2 If relocation to Antigua or Vancouver is required then the
following benefits will be offered by the Company:
2.19.2.1 Any addition rental costs over and beyond the current
rental allowance to a maximum of US$4,000 per month.
2.19.2.2 A fully maintained vehicle to a maximum value of
US$1,000 per month
2.19.2.3 An allowance for school fees for your three children
over the current aggregate fees paid of US$1,000 to a
maximum of US$9,000 per annum.
3 PROFESSIONAL REQUIREMENTS
You must retain and hold during your employment any professional
qualifications which the Company considers to be necessary or desirable
for the performance of your duties under this Contract.
4 HEALTH AND SAFETY AT WORK
4.1 You are reminded that you have a statutory duty to familiarize yourself
with and to observe all health and safety rules and take all reasonable
care to promote the health and safety at work of yourself and your
fellow employees.
4.2 The Company is required to keep records of your working time under the
Regulations and you will comply with the recording policies and/or
requirements of the Company from time to time in order that such
records may be accurately maintained.
5 ACCEPTANCE OF GIFTS
You may not without prior written consent of the Company accept any
gift and/or favor of whatever kind from any customer, client or
supplier of the Company or any prospective customer, client or supplier
of the Company or any third party whatsoever.
6 POSITIVE WORK ENVIRONMENT
In order that the Company may maintain a positive work environment for
all employees, you are required not to engage in or permit any fellow
employee to engage in any sexual, racial or other harassment of or
unlawful discrimination against any person (whether or not another
employee of the Company) in the course of your work or your employment
by the Company. A copy of the Positive
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Work Environment Policy is included in the Company's employment
policies manual.
7 MATERNITY PAY
All female employees are entitled to maternity leave. The Company
operates the Statutory Maternity Pay scheme under the Social Security
Xxx 0000. Maternity rights and rules that apply are based on statutory
entitlement and vary from employee to employee depending on the length
of services, hours worked and the expected date of birth. If
appropriate or relevant, you are required to co-operate in the
maintenance of all records necessary for the operation of the scheme,
particulars of which are in the Company's employment policies manual.
The Company does not operate an additional contractual maternity
scheme.
8 RETIREMENT AGE
Your employment will automatically terminate at the end of the month in
which you attain the age of 65.
9 AMENDMENTS
Further changes in the particulars of the terms and conditions of your
employment will be notified to you by circular. All the foregoing terms
shall continue to apply to the employment notwithstanding any changes
in remuneration.
10 COLLECTIVE AGREEMENTS
There are no collective agreements that directly affect the terms and
conditions of your employment.
11 OVERPAYMENT AND DEDUCTION
If at any time money is owed and payable to the Company by you whether
under the provisions of this contract or otherwise you agree that the
Company may deduct the sum or sums owing to the Company from any
payment due to you from the Company under the Contract.
12 COPYRIGHT
If at any time during your employment you (whether alone or with any
other person) in the course of the duties of your employment or other
duties specifically assigned to you originate any work in which
copyright may subsist, you shall promptly disclose it to the Company
and at the request and expense of the Company do all things necessary
or desirable to substantiate the rights of the Company in relation to
such work. Failing which, you agree to appoint any executive director
of the Company as your attorney to enter into such agreements as maybe
required to perfect the Company's right hereunder.
13 ADDITIONAL EMPLOYMENT POLICIES
The Company's policies relating to Parental Leave and Time Off for
Dependents are included in the Company's employment policies manual.
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THESE TERMS AND CONDITIONS:
The terms and conditions contained herein are the terms on which you
are employed from the date hereof. These terms replace any previous
particulars or terms and conditions of employment subject to any rights
or liabilities arising before the date hereof.
STARNET SYSTEMS INTERNATIONAL INC.
SIGNED: BY: ___________________________
XXXXX X. XXXXXXXX (CHAIRMAN)
SIGNED: _______________________________
XXXXXXX XXXXXX XXXXX (EMPLOYEE)
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ACKNOWLEDGEMENT OF RECEIPT OF PARTICULARS OF EMPLOYMENT
The Employee hereby acknowledges receipt of a duplicate copy of this
Contract and all additional materials referred to in it.
SIGNED: BY: ___________________________
XXXXXXX XXXXXX XXXXX (EMPLOYEE)
DATED: BY: ___________________________
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