Exhibit 10.8
THIS AGREEMENT is made as of this 1st day of January 2005,
BETWEEN:
Strategy International Insurance Group, Inc., a corporation
incorporated under the laws of Texas
(the "Corporation")
- and -
Xxxxxxx Xxxxxxxx, of Ontario
(the "Employee")
RECITAL:
A. The Corporation and the Employee wish to enter into this Agreement to set
forth the rights and obligations of each of them as regards the Employee's
employment with the Corporation;
NOW THEREFORE in consideration of the mutual covenants and
agreements contained in this Agreement and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the Corporation
and the Employee agree as follows:
1. Definitions
1.1 In this Agreement,
1.1.1 "Affiliate" has the meaning attributed to such term in the
Ontario Business Corporations Act the same may be amended from time
to time and any successor legislation thereto;
1.1.2 "Agreement" means this agreement and all schedules attached to
this agreement, in each case as they may be amended or supplemented
from time to time, and the expressions "hereof", "herein", "hereto",
"hereunder", "hereby" and similar expressions refer to this
agreement and unless otherwise indicated, references to sections are
to sections in this agreement;
1.1.3 "Basic Salary" and "Salary" have the respective meanings
attributed to such terms in section 5.1;
1.1.4 "Business Day" means any day, other than Saturday, Sunday or
any statutory holiday in the Province of Ontario;
1.1.5 "Confidential Information" means all confidential or
proprietary information, intellectual property (including trade
secrets) and confidential facts relating to the business or affairs
of the Corporation or any of its Subsidiaries;
1.1.6 "Disability" means the mental or physical state of the
Employee such that the Employee has been unable as a result of
illness, disease, mental or physical disability or similar cause to
fulfill his obligations under this Agreement either for any
consecutive 6 month period or for any period of 12 months (whether
or not consecutive) in any consecutive 24 month period;
1.1.7 "Employment Period" has the meaning attributed to such term in
section 4;
1.1.8 "ESA" means the Employment Standards Act (Ontario) as the same
may be amended from time to time and any successor legislation
thereto;
1.1.9 "Just Cause" means the wilful failure of the Employee to
properly carry out his duties after notice by the Corporation of the
failure to do so and an opportunity for the Employee to correct the
same within a reasonable time from the date of receipt of such
notice, or theft, fraud, dishonesty or misconduct by the Employee
involving the property, business or affairs of the Corporation or
the carrying out of the Employee's duties;
1.1.10 "Person" means any individual, partnership, limited
partnership, joint venture, syndicate, sole proprietorship, company
or corporation with or without share capital, unincorporated
association, trust, trustee, executor, administrator or other legal
personal representative, regulatory body or agency, government or
governmental agency, authority or entity however designated or
constituted;
1.1.11 "Subsidiaries" has the meaning attributed to such term by the
Business Corporations Act (Ontario) as the same may be amended from
time to time and any successor legislation thereto;
1.1.12 "Term" has the meaning attributed to such term in section 4;
1.1.13 "Year of Employment" means any 12 month period commencing on
January 1, 2005 or on any anniversary of such date, provided that
for the purposes of this Agreement, the "First Year of Employment"
shall be deemed to commence on the date hereof and to end on
December 31, 2005.
1.2 For the purposes of this Agreement, the increases (if any) in the
Canadian cost of living shall be determined by changes in the Consumer
Price Index for all of Canada published by the Government of Canada or, if
the same is not available, by such equivalent or successor index as may be
available from time to time.
2. Employment of the Employee
The Corporation shall employ the Employee, and the Employee shall
serve the Corporation in the position of Chief Executive Officer on the
conditions and for the remuneration hereinafter set out. In such position, the
Employee shall perform or fulfil such duties and responsibilities as the
Corporation may designate from time to time and as are reasonably consistent
with the position of Chief Executive Officer. The Employee shall report to the
Board of Directors of the Corporation.
3. Performance of Duties
During the Employment Period, the Employee shall faithfully,
honestly and diligently serve the Corporation and its Subsidiaries as
contemplated above. The Employee shall(except in the case of illness or
accident) devote such working time and attention to his employment hereunder as
reasonably necessary and shall use his best efforts to promote the interests of
the Corporation. If the Corporation relocates any or all of its business or
operations from Toronto, its principal place of business at the date hereof, the
Employee's place of employment may be changed accordingly.
4. Employment Period
The Employee's employment under this Agreement shall, subject to
section 9, be for an indefinite term (the "Term"). Accordingly, the Corporation
shall employ the Employee and the Employee shall serve the Corporation as an
employee in accordance with this Agreement for the period beginning on the date
hereof and ending on the date this Agreement is terminated in accordance with
section 9.2 (the "Employment Period").
5. Remuneration
5.1 Basic Remuneration. The Corporation shall pay the Employee a gross
salary in respect of each Year of Employment in the Employment Period
(before deduction for income taxes and other required deductions, such as
C.P.P. and E.I. contributions [but excluding the Benefits paid by the
Corporation as provided in section 5.3]) of USD$250,000 (the "Basic
Salary"). The Basic Salary shall be subject to increase, and a
corresponding increase shall be made in the equal installments referred to
above, effective on the first day of each Year of Employment (other than
the First Year of Employment) in the Employment Period, in respect of the
gross salary to be paid for such Year of Employment, to reflect increases
(if any) in the Canadian cost of living. For the purpose of this
Agreement, "Salary" means the Basic Salary as adjusted from time to time
to reflect increases (if any) in the Canadian cost of living.
5.2 Benefits. The Corporation shall provide to the Employee, in addition
to Salary benefits (the "Benefits"), such Benefits to be provided in
accordance with and subject to the terms and conditions of the applicable
fund, plan or arrangement relating thereto in effect from time to time.
5.3 Pro-Rata Entitlement in the Event of Termination. If the Employee's
employment is terminated pursuant to section 9 or if the Employee dies
during the Employment Period, the Employee shall be entitled to receive in
respect of his entitlement to Salary, and the Corporation shall be
required to pay in respect thereof, only that proportion of the Salary in
respect of the Year of Employment in which the effective date of the
termination of employment or the date of death occurs that the number of
days elapsed from the commencement of such Year of Employment to the
effective date of termination or the date of death is to 365.
6. Expenses
The Corporation shall pay or reimburse the Employee for all travel
and out-of-pocket expenses reasonably incurred or paid by the Employee in the
performance of his duties and responsibilities upon presentation of expense
statements or receipts or such other supporting documentation as the Corporation
may reasonably require.
7. Vacation
The Employee shall be entitled during each Year of Employment (other
than the First Year of Employment) during the Employment Period to vacation with
pay of 2 weeks. Vacation shall be taken by the Employee at such time as may be
acceptable to the Corporation having regard to its operations and no more than 2
weeks of vacation shall be taken consecutively. Notwithstanding the foregoing,
in the event that the Employee's employment is terminated pursuant to section 9,
the Employee shall not be entitled to receive any payment in lieu of any
vacation to which he/she was entitled and which had not already been taken by
him/her except to the extent, if any, of the payments in respect of vacation pay
required by the ESA.
8. Termination
8.1 Notice. The Employee's employment may be terminated prior to the end
of the Term at any time:
8.1.1 by the Corporation without prior notice and without further
obligations to the Employee for reasons of Just Cause or because of
the occurrence of Disability; or
8.1.2 in any other case, by the Corporation or by the Employee on
six months prior written notice; provided that if, in the case of a
termination by the Corporation under this section 9.1.2, the
Employee is entitled under the ESA to a longer period of notice than
that prescribed above, the notice to be given by the Corporation
under this section 9.1.2 shall be that minimum period of notice
which is required under the ESA and no more.
The Employee's employment shall be automatically terminated in the event of his
death.
8.2 Effective Date. The effective date on which the Employee's employment
shall be terminated shall be:
8.2.1 where such employment has not been terminated under section
9.1, on the last day of the Term if the Term is a period of 12
months or less;
8.2.2 in the case of termination under section 9.1.1, the day the
Employee is deemed, under section 16, to have received notice from
the Corporation of such termination;
8.2.3 in the case of termination under section 9.1.2, the last day
of the month or minimum period referred to therein; and]
8.2.4 in the event of the death of the Employee, on the date of his
death.
9. Notices
Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by prepaid first-class mail, by
facsimile or other means of electronic communication or by hand-delivery as
hereinafter provided, except that any notice of termination by the Corporation
under section 9 shall be hand-delivered or given by registered mail. Any such
notice or other communication, if mailed by prepaid first-class mail at any time
other than during a general discontinuance of postal service due to strike,
lockout or otherwise, shall be deemed to have been received on the fourth
Business Day after the post-marked date thereof, or if mailed by registered
mail, shall be deemed to have been received on the day such mail is delivered by
the post office, or if sent by facsimile or other means of electronic
communication, shall be deemed to have been received on the Business Day
following the sending, or if delivered by hand shall be deemed to have been
received at the time it is delivered to the applicable address noted below
either to the individual designated below or to an individual at such address
having apparent authority to accept deliveries on behalf of the addressee.
Notice of change of address shall also be governed by this section. In the event
of a general discontinuance of postal service due to strike, lock-out or
otherwise, notices or other communications shall be delivered by hand or sent by
facsimile or other means of electronic communication and shall be deemed to have
been received in accordance with this section. Notices and other communications
shall be addressed as follows:
If to the Corporation:
Name: General Counsel
Address: 000 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxx, Xxxxxxx, X0X 0X0
Fax No.: (000) 000-0000
If to Chief Executive Officer:
Name: Xxxxxxx Xxxxxxxx
Address: 00000 Xxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxx, XX X0X 0X0
10. Headings
The inclusion of headings in this Agreement is for convenience of
reference only and shall not affect the construction or interpretation hereof.
11. Invalidity of Provisions
Each of the provisions contained in this Agreement is distinct and
severable and a declaration of invalidity or unenforceability of any such
provision or part thereof by a court of competent jurisdiction shall not affect
the validity or enforceability of any other provision hereof. To the extent
permitted by applicable law, the parties waive any provision of law which
renders any provision of this Agreement invalid or unenforceable in any respect.
12. Entire Agreement
This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter of this Agreement. This Agreement supersedes
and replaces all prior agreements, if any, written or oral, with respect to the
Executive's employment by the Corporation and any rights which the Executive may
have by reason of any such prior agreement or by reason of the Executive's prior
employment, if any, by the Corporation. There are no warranties, conditions or
representations (including any that may be implied by statute) and there are no
agreements between the parties in connection with the subject matter of this
Agreement except as specifically set forth or referred to in this Agreement. No
reliance is placed on any warranty, representation, opinion, advice or assertion
of fact made either prior to, contemporaneous with, or after entering into this
Agreement, or any amendment or supplement thereto, by the Corporation or its
directors, officers and agents to the Executive, except to the extent that the
same has been reduced to writing and included as a term of this Agreement, nor
has the Executive been induced to enter into this Agreement, or any amendment or
supplement, by reason of any such warranty, representation, opinion, advice or
assertion of fact. Accordingly, there shall be no liability, either in tort or
in contract, assessed in relation to any such representation, opinion, advice or
assertion of fact, except to the extent contemplated above.
13. Waiver, Amendment
Except as expressly provided in this Agreement, no amendment or
waiver of this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any provision of this Agreement shall
constitute a waiver of any other provision nor shall any waiver of any provision
of this Agreement constitute a continuing waiver unless otherwise expressly
provided.
14. Currency
Except as expressly provided in this Agreement, all amounts in this
Agreement are stated and shall be paid in US currency.
15. Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein.
16. Counterparts
This Agreement may be signed in counterparts and each of such
counterparts shall constitute an original document and such counterparts, taken
together, shall constitute one and the same instrument.
17. Acknowledgement
The Employee acknowledges that:
17.1 the Employee has had sufficient time to review and consider this
Agreement thoroughly;
17.2 the Employee has read and understands the terms of this Agreement and
the Employee's obligations hereunder; and
17.3 the Employee has been given an opportunity to obtain independent
legal advice, or such other advice as the Employee may desire, concerning
the interpretation and effect of this Agreement; and
17.4 this Agreement is entered into voluntarily and without any pressure
and the Employee's continued employment has not been made conditional upon
execution of this Agreement by the Employee.
IN WITNESS WHEREOF the parties have executed this Agreement.
Strategy International Insurance Group, Inc.
Per: /s/ Xxxxx Xxxxxxxx
-------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Financial Officer
Witness
Per: /s/ Xxxx Xxxxxxx Per: /s/ Xxxxxxx Xxxxxxxx
---------------------- -------------------------
Xxxx Xxxxxxx Xxxxxxx Xxxxxxxx
