EMPLOYMENT AGREEMENT
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THIS AGREEMENT effective as of November 1, 1999.
BETWEEN:
GLOBALNETCARE, INC., of Suite 950, 2000 XxXxxx College, Xxxxxxxx, Xxxxxx, X0X
0X0
(the "Company")
OF THE FIRST PART
AND:
XXXXX XXXXXXXXX, of Xxxxx X, Xxx. 0000, Xx Xxxx, 0000 Xxxx Xxxxxx,
Xxxxxxxx, Xxxxxx X0X 0X0
(the "Employee")
OF THE SECOND PART
WITNESSES THAT WHEREAS:
A. The Employee has certain skills and expertise required by the
Company for its operations;
B. The Company wishes to obtain and the Employee wishes to provide
certain services to the Company on the terms and conditions contained herein;
THEREFORE in consideration of the premises and of the covenants and
agreements of the parties hereinafter set forth, the parties hereto covenant and
agree each with the other as follows:
1. EMPLOYMENT, TERM, POSITIONS AND DUTIES
1.1 Employment The Company hereby employs the Employee and the Employee
hereby accepts employment upon the terms and conditions herein set forth.
1.2 Term Employment of the Employee by the Company shall be effective
November 1, 1999 and shall continue until such time as this Agreement is
terminated as hereinafter set out in Section 1.3 or 4 herein.
1.3 Resignation Nothing in this Agreement shall prohibit the Employee from
resigning from the Company at any time on one (1) month written notice to the
Company, which notice may be waived by the Company in its sole discretion and,
upon such resignation taking effect, the Employee's employment shall terminate
and neither party hereto shall have any rights or obligations hereunder, except
those specifically set out in Section 2.2 hereof.
1.4 Position The Employee shall serve as Communications Representative for
the Company.
1.5 Duties The Employee shall carry out such duties as would customarily be
carried out by a Communications Representative in the e-commerce and
telecommunications industry.
1.6 Reporting The Employee shall report to the President of the Company and
take direction from the President of the Company.
2. OBLIGATIONS
2.1 Full Time and Efforts During the term of his employment pursuant to
this Agreement, the Employee shall devote his full time and effort and attention
to his duties as set out in this Agreement and shall not be engaged, employed or
associated with any other business venture without the written consent of the
President of the Company.
2.2 Fiduciary Duty, Confidentiality and Non-Competition The Employee
recognizes and understands that in performing the duties and responsibilities of
his employment as provided in this Agreement, he will occupy a position of high
fiduciary trust and confidence, pursuant to which he will develop and acquire
wide experience and knowledge with respect to all aspects of the manner in which
the Company's business is conducted. It is the intent and Agreement of the
Employee and of the Company that such knowledge and experience shall be used
solely and exclusively in furtherance of the business interests of the Company
and not in any manner which would be detrimental to it. The Employee agrees
that following the termination of his employment for any reason whatsoever, he
shall not, without the consent of the Board of Directors of the Company by
resolution, engage in any solicitation of the clients, customers or any
individuals or firms with respect to which the Company has had dealings (and
whether or not any contractual arrangements have been concluded as between the
Company and any such individuals or firms) which might benefit any competitor of
the Company.
3. COMPENSATION
3.1 Common Shares The Employee shall be compensated by issuance to the
Employee of Five Hundred (500,000) common shares (the "Shares") in the capital
stock of the Company, at a deemed price of $0.56. If eligible, the Shares shall
be registered by the Company on a Form S-8 and such Shares will be subject to
the resale restrictions set forth in the rules and regulations enacted under the
Securities Act of 1933, as amended.
3.2 Salary. In consideration of the Employee providing the serviced
referred to herein, the Company agrees to pay the Employee a bi-weekly salary of
two thousand Canadian dollars ($2,000 Cdn.), subject to increase as from time to
time approved by the Board of Directors.
3.3. Expenses The Employee shall be responsible for paying all
expenses related to his employment with the Company without reimbursement, with
the exception of those expenses which, prior to such expenses having being
incurred, the President has agreed to reimburse to the Employee.
3.4 No Other Compensation Except as set out in this Agreement, the
Employee shall not be entitled to any other compensation or benefits.
4. TERMINATION
4.1 Company's Right to Terminate Notwithstanding any other provision in
this Agreement, the Company may terminate the employment of the Employee at any
time for just cause or because of permanent disability by giving written notice
to the Employee of its intention to terminate this Agreement on the date
specified in such notice. The Company may also terminate the employment of the
Employee without cause at any time upon thirty (30) days written notice.
4.2 Definition Where used herein, "permanent disability" means any physical
or mental incapacity, disease or affliction, as determined by a legally
qualified medical practitioner selected by the Company and the Employee, acting
reasonably, which prevents the Employee to a substantial degree from performing
his obligations as Communications Representative.
5. MISCELLANEOUS
5.1 Modification and Waiver No provision of this Agreement shall be
modified or amended unless such modification or amendment is authorized by the
President and is agreed to in writing, signed by the Employee and by the
Company.
5.2 Law Governing This Agreement shall be subject to and governed by the
laws of the State of California.
5.3 Invalidity The invalidity, illegality or unenforceability of any
provision hereof, shall not in any way affect or impair the validity, legality
or enforceability of the remaining provisions hereof.
5.4 Headings The headings contained herein are for reference purposes only
and shall not in any way affect the construction or interpretation of this
Agreement.
5.5 Execution in Counterparts and by Facsimile This Agreement may executed
in counterparts in as many copies as may be necessary. Delivery of an executed
copy of this Agreement by electronic facsimile transmission or other means of
electronic communication producing a printed copy will be deemed to be execution
and delivery of this Agreement on the date of such communication by the party so
delivering such copy.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
1st day of November, 1999.
GLOBALNETCARE, INC.
Per: /s/ Nick Pedafronimos
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Authorized Signatory
SIGNED, SEALED and DELIVERED by )
XXXXX XXXXXXXXX in the presence of: )
)
Xxxxxx Lalach )
------------------------------------- )
Print Name )
265 Xxxxx Xxxxxxxx )
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Address )
Beaconsfield, Quebec )
------------------------------------- )
Businessman ) /s/ Xxxxxx Lalach
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Occupation ) XXXXXX LALACH
