EXHIBIT 10(hhhh)
165
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TIREX AMERICA INC.
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AMENDMENT NO. 1
TO EMPLOYMENT AGREEMENT
OF DECEMBER 22, 1996
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Amendment, made this 1st day of May 1997, by and between
Tirex America Inc.
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Tirex Canada Inc.
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(collectively, the "Corporation"*)
and
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(the "Employee").
the parties to a certain Corporate and United States Securities Counsel
Employment Agreement, dated December 22, 1996 (the "Second Employment
Agreement"). Terms used in this Amendment which are defined in the Second
Employment Agreement and not defined herein shall have the same meaning herein
as therein.
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Whereas, the Employee and the Corporation were parties to a certain
employment agreement, dated as of January 18, 1995, as amended as of May 31,
1996 (the "First Employment Agreement") pursuant to which the Employee served as
Secretary and General Counsel to the Corporation;
Whereas, On December 22, 1996, the First Employment Agreement was
terminated by the parties and replaced by the Second Employment Agreement for
the purposes of continuing the employment of the Employee, in her new capacity
of Corporate and United States Securities Counsel, under terms and provisions
virtually identical to those contained in the First Employment Agreement;
Whereas, It was the intention of the parties, when they entered into
the Second Employment Agreement, and remains the intention of the parties as at
the date hereof, that the Employee retain the right to receive any bonuses
granted by the board of directors of the corporation for services rendered under
the First Employment Agreement, notwithstanding that the grant of such bonuses
might be effected after the December 22, 1996 termination of the First
Employment Agreement, but the parties inadvertently omitted providing explicitly
for such event.
Now therefore, in consideration of the premises and of the
mutual promises and covenants hereinafter set forth, the parties agree to amend
the Second Employment Agreement, as follows:
A. AMENDMENT
Section 5.2 of the Second Employment Agreement is hereby amended so as
to read as follows:
5.2 Bonuses. the Employee shall be eligible to receive a
discretionary bonus for each year (or portion thereof) during the term
of this Agreement and any extensions thereof and for services
heretofore rendered by the Employee for each year (or portion thereof)
during which the Employee served as Secretary and General Counsel under
her Executive Agreement of January 18, 1995, with the actual amount of
any such bonus to be determined in the sole discretion of the Board of
Directors based upon its evaluation of the Employee's performance
during such year, provided however that the Employee shall be
considered for bonuses at such times as the Corporation is considering
granting bonuses to its executive officers and directors other than the
Chief Executive Officer. The Corporation shall promptly notify the
Employee of bonuses granted to any of the executive officers and/or
directors of the Corporation. A failure to so notify the Employee
pursuant to this paragraph 5.2 shall be considered a material breach of
this agreement. All such bonuses shall be reviewed annually by the
Compensation Committee, if any shall be in existence.
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B. NO OTHER AMENDMENTS
Except as expressly provided in this Amendment, all of the terms and
conditions of the Second Employment Agreement remain in full force and effect.
C. COUNTERPARTS
This Amendment may be executed in any number of counterparts and by
each party on a separate counterpart, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
Amendment.
In Witness Whereof, the parties hereto have caused this Amendment to be
executed the day and year first above written.
TIREX AMERICA INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
TIREX CANADA INC.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
EXECUTIVE
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