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EXHIBIT 6(1)(ii)
EMPLOYMENT AGREEMENT
This Agreement, made October 1, 1996, by and between Global Election
Systems, Inc. (Canada & USA) hereinafter "Global", and Xxxxxxx X. Xxxxxxxx,
hereinafter "Employee."
1. SERVICES.
Global hereby retains Employee as Director of Marketing for Canada and
Director of Investor Relations for Canada and the United States. Employee agrees
to perform and provide such services upon the terms and conditions contained in
this Agreement.
2. TERM.
The initial term of this Agreement is for two years commencing upon the
date first written above and ending 730 days thereafter.
3. REMUNERATION.
A. Employee shall be paid the sum of $100,000 (US) per year in twelve
equal monthly installments, payable on the last business day of each month.
B. Employee shall also receive a commission of three percent (3%) on all
sales made within Canada. The employee will distribute as he sees fit to the
value of Canadian Sureties.
C. Employee shall also receive one percent (1%) of the net profits
before taxes for all sales (excluding those in Canada) of Global during the term
of this Agreement.
4. REIMBURSEMENT OF EXPENSES.
Employee shall be reimbursed for the following, provided he first
furnishes statements and vouchers for all such expenses to Global:
A. all reasonable travelling and other out-of-pocket expenses actually
and properly incurred by Employee in connection with his duties hereunder;
B. all medical and dental expenses which are expenses covered by the
medical and dental plan or plans of Global incurred by Employee for himself or
for his spouse or children.
5. AUTHORITY.
Employee shall have such authority as shall be given to him by the
President of Global, from time to time. Without limiting the generality of the
foregoing, Employee shall have the
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authority to enter into contracts, engagements or commitments of a kind entered
into in the ordinary course of business.
6. DUTIES.
Employee will:
A. perform and conform to all lawful instructions and direction given
by the President from time to time;
B. devote his full time to the business and affairs of Global; and
C. use his best efforts to promote and sell Global products and
services.
7. CONFIDENTIALITY.
Employee shall not, during the term of this Agreement or at any time
thereafter, use for his own purposes or for any purposes other than those of
Global any intellectual property or knowledge or confidential information of
any kind whatsoever which he may acquire in relation to Global's business or
the business of any of its subsidiaries, and such shall be and remain the
property of Global and of its subsidiaries, as the case may be.
8. NON-COMPETITION.
Employee shall not, without the prior written consent of Global,
during the term of this Agreement and during the two-year period immediately
following the termination of this Agreement, should he initiate the termination
of this Agreement, or the one-year period following this Agreement, if Global
should initiate the termination of this Agreement, within those areas of the
world in which Global or any of its subsidiaries or its successors or assigns
("Global Group") is doing business at the time of such termination, either
directly or indirectly, either alone or with others, and either individually or
as a partner, shareholder, agent, manager, owner, advisor or financial backer
of any person, persons, firm, association, venture, entity or corporation of
any kind whatsoever;
A. canvass, solicit or accept orders for any product or service or
both which is or has been developed, manufactured, produced, provided,
marketed, distributed or otherwise dealt in by the Global Group from any
person, firm or company which is at the time of such termination, or has been
at any time within the eighteen-month period ending on the date of such
termination, a customer of any company in the Global Group or a prospective
customer of any company in the Global Group; or
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B. divert or attempt to divert any business of, or any customers of,
the Global Group to any other competitive establishment, by direct or indirect
inducement or otherwise.
9. TERMINATION FOR CAUSE.
Notwithstanding any other provision of this Agreement, if
three-quarters of the Directors determine that Employee is guilty of misconduct
that would constitute just cause for dismissal, Global may give Employee three
months notice in writing of its intention to terminate this Agreement, and on
the expiration of such period, this Agreement shall be wholly terminated. Such
three months notice may expire on any day of the month, and any remuneration
payable hereunder shall be proportioned to the date of such termination. For
purposes of this Agreement, the term "cause" shall mean a reasonable
determination by vote of three-quarters of the members of the Board of
Directors then holding office (other than Employee if he is then a director)
that one on the following conditions exists or one of the following events has
occurred:
A. the unjustified refusal by Employee to perform such services as
may reasonably be delegated or assigned to him, consistent with his position,
by the Chairman of the Board or President; or
B. the willful misconduct or gross negligence of Employee in
connection with the performance of his duties hereunder; or
C. the breach by Employee of any provision of Sections 6, 7 or 8 of
this Agreement; or
10. TERMINATION FOR NO CAUSE.
Either party may terminate this Agreement at any time upon giving six
(6) months written notice.
11. INUREMENT.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns. This Agreement may not be
assigned by either party hereto without the prior express written consent of
the other party.
12. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties
hereto relating to the subject matter hereof and may not be amended, waived or
discharged except by an instrument in writing executed by the party against
whom enforcement of such
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amendment, waiver or discharge is sought, and this Agreement supersedes all
prior agreements between the parties.
13. FURTHER ACTS.
Each of the parties hereto hereby covenants and agrees to execute
such further and other documents and instruments and do such further acts and
other things as may be necessary to implement and carry out the intent of this
Agreement. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
14. NOTICES.
All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
hand or mailed by postage prepaid double registered mail to the addresses noted
below or to such other address as may be given in writing, and shall be deemed
to have been received, if delivered, on the date of delivery and if mailed as
aforesaid, then on the fifth business day following the posting thereof.
Global Election Systems, Inc.
(Canada & USA)
By: /s/ XXXXXX X. XXX XXXX /s/ XXXXXXX X. XXXXXXXX
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Xxxxxx X. Xxx Xxxx, President Xxxxxxx X. Xxxxxxxx
Global Election Systems, Inc. 13961 32 Avenue
0000 Xxxxxx Xxxx XX Xxxxx 000 Xxxxxx, XX
Xxxxxxxxxxx, XX 00000 Xxxxxx X0X 232
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GLOBAL ELECTION SYSTEMS, INC.
0000 Xxxxxxx Xx.
XxXxxxxx, Xxxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Fax Cover
To: Xxxxxx Xxxxxxxx
Fax: 000-000-0000
Date: May 29, 1998
From: Xxxxx Xxxxxx
Pages: 5 including cover
Re: Xxxxxxxx agreement
