EMPLOYMENT AGREEMENT
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MEMORANDUM OF AGREEMENT, made as of the 1st day of April, 1997.
BETWEEN:
XXXXX XXXXXXXXXX, the Employee signing this Agreement,
(hereinafter called the "Employee")
OF THE FIRST PART,
- and -
TOUCAN GOLD CORPORATION, a corporation incorporated under the laws of
Delaware,
(hereinafter called the "Employer")
OF THE SECOND PART,
THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and
agreements herein contained and for other good and valuable consideration it is
hereby agreed as follows:
1. The Employee shall be employed by the Employer on a full-time basis in the
employment function described in Schedule "B" hereto, or in such other
capacity or capacities as may from time to time be mutually agreed by the
Employee and Employer.
2. The employment of the Employee hereunder shall continue from the date set
out in paragraph 1 of Schedule "A" hereto and thereafter from year to year
unless and until terminated in a manner provided herein.
3. This Agreement may be terminated by the Employer:
(a) upon two weeks written notice to the Employee during or before the end
of the first year of employment governed by this Agreement or payment
to the Employee of the Employee's Base Gross Salary as at the date of
notice of termination for such two week period;
(b) upon six month's written notice to the Employee during the period
commencing April 1, 1998 and ending October 1, 1998 or payment to the
Employee of the Employee's Base Gross Salary as at the date of notice
of termination for such six month period;
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(c) upon one year's written notice to the Employee after October 1, 1998
or payment to the Employee of the Employee's Base Gross Salary as at
the date of notice for such one year period; or
(d) without notice for just cause at common law.
4. The remuneration payable, and the options issuable, to the Employee for his
services hereunder shall be as set out in paragraph 2 of Schedule "A"
hereto. In addition, the Employee may be paid such other remuneration (if
any) and shall be entitled to fringe benefits as may from time to time be
determined by the Employer. [Unless otherwise agreed or stipulated in
Schedule "A" hereto, such remuneration shall be reviewed by the Employer in
the month of May of each year following the first year during which this
Agreement is in effect.]
5. The Employee shall from time to time be entitled to such vacations as are
set out in paragraph 3 of the Schedule "A" hereto.
6. The Employee shall be reimbursed by the Employer for all reasonable
expenses properly incurred by the Employee in connection with his duties
including, without limitation, travel costs (Economy Class) to and from
Santiago, Chile to Cuiaba, Brazil or wherever else the Employee is required
to work, the cost of meals and accommodations while traveling on matters
relating directly to the Employer's business, and the cost of furnished
accommodations in Brazil. For all such expenses the Employee shall furnish
to the Employer statements and vouchers as and when required by it.
Notwithstanding the foregoing, the Employee shall not be reimbursed for any
expenses relating to meals while not traveling on the Employer's business
or personal health insurance.
7. The Employee acknowledges that the Employer presently carries on, the
general business and operations of mineral resource exploration (the
"Business"). The Employee, in the course of his employment hereunder, will
have access to and be entrusted with detailed confidential information and
trade secrets concerning the manner in which the Employer conducts the
Business and concerning the results of the Employers' exploration projects,
prospecting efforts and other business activities that the Employer is not
required to publicly disclose to the general public pursuant to applicable
securities laws. The Employee acknowledges that the disclosure of any such
detailed confidential information and trade secrets to competitors of the
Employer or to the general public, or the use by the Employee of such
detailed confidential information and trade secrets for the purposes other
than purposes of the Employer, would be highly detrimental to the best
interests of the Employer. The Employee understands and agrees with the
Employer that the right to maintain confidential such detailed confidential
information and trade secrets constitutes a proprietary right which the
Employer is entitled to protect. Accordingly, the Employee covenants and
agrees with the Employer:
(a) that he will not either during the continuance of his employment by
the Employer or at any time thereafter disclose any of such detailed
confidential information and trade secrets to any person nor shall he
use the same for any purpose other than that of the Employer; and
(b) that he will not, during the continuance of his employment hereunder,
except with the prior written consent of the Employer, at any time,
either individually or in partnership or jointly or in conjunction
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with any person or persons, firm, association, syndicate, company or
corporation whether as employee, principal, agent, shareholder or in
any other manner whatsoever, directly or indirectly, carry on or be
engaged in or be concerned with or interested in or advise or permit
his name or any part thereof to be used or employed by any person or
persons, firm, association, syndicate, company or corporation engaged
in or concerned with or interested in the Business or any aspect
thereof;
provided that the foregoing restrictions shall not prohibit the Employee from:
(i) purchasing, holding or selling securities or publicly traded
vehicles on the condition that his percentage ownership of the
issued and outstanding capital of such publicly traded vehicles
does not exceed 2%; or
(ii) disclosing any such detailed confidential information and trade
secrets that are required to be disclosed by law.
If any covenant or provision in this paragraph 7 is determined to be
unenforceable or declared invalid in whole or in part for any reason whatsoever,
it shall not affect the enforceability or validity of any other covenant or
provision hereof or any part thereof, and any such unenforceable or invalid
covenant or provision hereof or any part thereof are hereby conceded to be
severable and subparagraphs (a) and (b) of this paragraph 7 are hereby declared
to be separate and distinct covenants.
The Employee agrees that all restrictions contained in this paragraph 7 are
reasonable and valid and all defenses to the strict enforcement of all or any
part thereof by the Employer are hereby waived by the Employee.
The Employee acknowledges that the restrictions contained in this paragraph
7 are necessary and fundamental for the protection of the Employer and that a
breach by the Employee of any covenant or provision of this paragraph 7 would
result in damages to the Employer which could not be adequately compensated for
by a monetary award to the Employer. Accordingly, it is expressly agreed by the
Employee, that in addition to all other remedies available to it, the Employer
shall be entitled to the immediate remedy of a restraining order, injunction or
such other form of injunctive relief as may be decreed or issued by any court of
competent jurisdiction to restrain or enjoin the Employee from breaching any
such covenant or provision.
8. Any notice in writing required or permitted to be given to the Employee
hereunder shall be sufficiently given if served on the Employee personally
or mailed by registered mail postage prepaid addressed to the Employee at
his last address known to the Employer. Any notice in writing required or
permitted to be given to the Employer hereunder shall be given by
registered mail postage prepaid addressed to the Employer at the location
to which the Employee normally reports to work. Any such notice mailed as
aforesaid shall be deemed to have been received on the second business day
following the date of mailing. Either party may at any time change his
address for service by giving notice to the other party.
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9. Any and all previous agreements, whether oral or in writing, between the
parties hereto or made on their behalf relating to the employment of the
Employee by the Employer are hereby terminated and canceled and each of the
parties hereto hereby releases and forever discharges the other party
hereto of and from all manner of actions, causes of action, claims and
demands whatsoever under or in respect of any such agreement.
10. This Agreement shall be deemed to have been made in and shall be construed
in accordance with the laws of the Province of Ontario.
11. Schedules "A" and "B" annexed hereto shall be incorporated in and form part
of this Agreement. This Agreement and the schedules hereto may be amended
from time to time with the mutual consent of the parties hereto evidenced
in writing.
12. The provisions hereof, where the context so permits, shall enure to the
benefits of and be binding upon the heirs, executors, administrators or
other legal representatives of the Employee and the successors and assigns
of the Employer respectively. When the context so requires or permits the
masculine gender should be read as if the feminine were expressed.
13. Each of the parties to this Agreement will be entitled to rely upon
delivery by facsimile machine of an executed copy of this Agreement and
such executed copies of this Agreement will be legally effective to create
a valid and binding agreement between the Employee and the Employer in
accordance with the terms hereof.
14. This Agreement may be executed in any number of counterparts all of which
when taken together shall be deemed to be one and the same document and
notwithstanding their actual date of execution shall be deemed to be dated
as of the date first above written.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto.
SIGNED, SEALED AND DELIVERED )
In the Presence of )
) /s/ Xxxxx Xxxxxxxxxx
) ---------------------------
XXXXX XXXXXXXXXX
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TOUCAN GOLD CORPORATION
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By: /s/ Xxxxxx Xxxxxx-Xxxx
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XXXXXX XXXXXX-XXXX
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SCHEDULE "A"
SUPPLEMENTARY TERMS OF EMPLOYMENT
1. COMMENCEMENT OF EMPLOYMENT
The date of commencement of employment under this Employment Agreement is
April 1, 1997.
2. REMUNERATION
Remuneration is:
(a) Signing Bonus: a U.S. $20,000 signing bonus;
(b) Base Gross Salary: U.S. $90,000 per annum payable in equal monthly
installments in arrears, the first of the said installments to be paid
on the 30th day of April, 1997; and
(c) Annual Bonus: minimum of U.S. $20,000 and maximum of U.S. $30,000 to
be determined at the discretion of the board of directors of the
Employer payable [three months] following the end of each year of
employment commencing with the Employee's second year of employment.
3. VACATIONS
[three] weeks with pay for the [first year] of employment.
[three] weeks with pay after [one year] of employment.
[four] weeks with pay after [two] years of employment.
4. OTHER EMPLOYEE BENEFITS
The Employee will be issued 50,000 stock options exercisable at U.S. $2.50
each. The options will expire April 1, 2002 and will vast as to 17,000 options
on the date of grant, 17,000 options on April 1, 1998, provided that the
Employee remains employed by the Employer on such date and 16,000 options on
April 1, 1999, provided that the Employee remains employed by the Employer on
such date.
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SCHEDULE "B"
JOB DESCRIPTION
[XXX to insert]
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