Exhibit 10.9
EMPLOYMENT AGREEMENT
This Agreement made as of January 7, 2004 between:
Strategy Insurance Limited
A corporation incorporated under the laws of Barbados (the "Corporation")
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Xxxx Xxxxxxx
(the "Employee")
RECITALS
A. The Corporation is engaged in the business of insurance and
financial services;
B. The Corporation wishes to employ Employee upon the terms and
conditions hereinafter set forth;
NOW THEREFORE in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the parties agree as
follows:
SECTION 1 - EMPLOYMENT
1.1 Position
The Corporation shall employ Employee as its Chief Underwriting Officer.
As such, he shall be subject to the direction and control of the Board of
Directors of the Corporation ("the Board"), or such person designated by
the Board. He shall oversee the administration and operation of the
Corporation with all the authority normally possessed and exercised in
such a position and shall perform such other duties and functions as shall
be reasonably prescribed from time to time by the Board or it's designate.
1.2 Place of Employment
Place of employment shall be at the Corporation's principal offices in
Toronto.
SECTION 2 - COMMENCEMENT DATE
2.1 Commencement Date
Employment with the Corporation as Chief Underwriting Officer shall
commence on January 7, 2004 (the "Commencement Date") and continue until
terminated in accordance with the termination provisions contained herein.
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SECTION 3 - REMUNERATION AND BENEFITS
3.1 Salary
The Corporation shall pay the Chief Underwriting Officer a salary of
$250,000 USD per annum. Such salary shall be payable in substantially
equal semi-monthly installments in arrears and shall be subject to
applicable statutory deductions. The Board will review the performance of
his duties and his salary annually.
3.2 Bonus
In addition to his annual salary, the Chief Underwriting Officer will be
eligible for an annual bonus, at the discretion of the Board, based on the
performance of the Corporation and on the Chief Underwriting Officer's
performance in each year of his employment.
3.3 Benefits
The Chief Underwriting Officer shall be entitled to participate in all
health, disability, death and other employee benefit plans and programs of
the Corporation as may be in place and as the same may be amended from
time to time.
3.4 Vacation
The Chief Underwriting Officer shall be entitled to 3 weeks paid vacation
each year of his employment. He shall take his vacation at a time or times
reasonable for each of the Corporation and he as mutually agreed.
3.5 Expenses
The Corporation shall reimburse the Chief Underwriting Officer for all
reasonable entertainment, travel and other business expenses properly
incurred by him in the course of his employment with the Corporation, upon
providing appropriate receipts verifying such expenses and in accordance
with its expense reimbursement policies and procedures set out by the
Board.
SECTION 4 - EMPLOYEE'S COVENANTS
4.1 Confidential Information
Employee acknowledges that, by reason of his employment with the
Corporation, he will have access to confidential information. Employee
agrees that, during and after his employment with the Corporation, he will
not disclose, except in the proper course of his employment with the
Corporation, or as required by law, or use for his personal gain or
benefit, any confidential information acquired by him by reason of his
employment with the Corporation.
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4.2 Non-competition
Employee acknowledges and agrees that knowledge and experience acquired
during employment at the Corporation shall be used exclusively in the
furtherance of the business of the Corporation and not in any way
detrimental to it. Employee shall not, either during his employment or for
a period of one year following termination of his employment for any
reason, directly or indirectly on his own behalf or on behalf of anyone
else, sell advise on the sale of any products or services which are the
same or similar to or in competition with the products or services sold by
the Corporation.
4.3 Non-solicitation
Employee shall not, either during his employment or for a period of one
year following termination of his employment for any reason, directly or
indirectly on his own behalf or on behalf of anyone else, solicit any
customers of the Corporation for the purpose of selling to those customers
any products which are the same or similar to or in competition with the
products sold by the Corporation.
Employee shall not, either during his employment or for a period of one
year following termination of his employment for any reason, directly or
indirectly on his own behalf or on behalf of anyone else, solicit any
employee of the Corporation to leave his employment with the Corporation.
4.4 Return of Property
Upon the cessation of his employment with the Corporation for whatever
reason, Employee shall deliver promptly to the Corporation all books,
documents, materials and other property of the Corporation that are in his
possession, charge, control or custody and shall not keep copies of the
same.
4.5 Breach of Obligations
Employee acknowledges that a breach or threatened breach of his
obligations under Sections 4.2, 4.3 and 4.4 would result in irreparable
harm to the Corporation that could not be calculated or adequately
compensated by recovery of damages alone. Employee therefore agrees that
the Corporation shall be entitled to interim or permanent injunctive
relief, specific performance and other equitable remedies.
SECTION 5 - TERMINATION
5.1 Termination Without Cause
The Corporation at its absolute discretion may terminate Employee's
employment at any time without cause. In the event of termination by the
Corporation without cause the Corporation shall provide to him severance
payments as follows:
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(a) an amount equal to three months' base salary, less applicable
statutory deductions to be paid by periodic payments at the ordinary
time and in the ordinary manner should he be terminated prior to or
on the first anniversary of the Commencement Date, or
(b) an amount equal to six months' base salary, less applicable
statutory deductions to be paid by periodic payments at the ordinary
time and in the ordinary manner should he be terminated after the
second anniversary of his Commencement Date.
In addition, participation in any group health benefit plan in which
he is enrolled at the time of termination will be maintained for a
period of eight weeks.
The parties agree that the provision of severance payments shall
constitute full and final satisfaction of any claim and entitlement
which Employee may have against the Corporation, arising from or
related to the termination of his employment, whether such claim or
entitlement arises under statute, contract, common law or otherwise.
5.2 Termination With Cause
The Corporation may terminate Employee's employment at any time with cause
without notice or severance payments to him.
5.3 Termination by Employee
Employee may resign his employment at any time upon providing the
Corporation with at least 90 days' notice of his intention to resign. The
Corporation may at its absolute discretion waive notice of resignation
provided that it provide to Employee an amount equal to eight weeks base
salary, less applicable statutory deductions should the Corporation waive
entitlement to notice of resignation.
SECTION 6 - GENERAL
6.1 Notices
Unless otherwise specified, all notices provided under this Agreement must
be given in writing and delivered personally or by courier, sent by
prepaid registered mail or transmitted by fax to the party as follows:
If to the Corporation:
Name: Xxxxxxx Xxxxxxxx
Address: 000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxxxxxx, X0X 0X0
Fax No.: (000) 000-0000
If to Employee:
Name: Xxxx Xxxxxxx
Address: 0000 Xxxxxxx Xxxx Xxxxxxxxxxx, XX X0X 0X0
Or to any other address, fax number or Person that the party designates.
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6.2 Assignment
The Corporation may assign this Agreement without obtaining the consent of
Employee. He may not assign this Agreement. This Agreement inures to the
benefit of and binds the parties and their respective successors and
permitted assigns.
6.3 Governing Law
This Agreement shall be governed by and interpreted in accordance with the
laws of the province of Ontario and the courts of Ontario shall have
exclusive jurisdiction with respect to any disputes that arise herein.
6.4 Survival of Agreement
The provisions of Sections 4.2, 4.3 and 4.4 hereof shall survive and
remain in effect notwithstanding the termination of Employee's employment
or any finding that his employment with the Company has been improperly
terminated.
6.5 Entire Agreement
This Agreement constitutes the entire agreement between the parties with
respect to Employee's employment by the Corporation and supersedes all
prior agreements and understandings, oral or written. Any modification of
this Agreement shall be ineffective unless in writing and signed by both
parties.
6.6 Severability
Any provision of this Agreement that is invalid or unenforceable shall not
affect any other provision and shall be deemed to be severable.
The parties have executed this Agreement as of the date first
above-written.
Strategy Insurance Limited:
Per: /s/ Xxxxxx Xxxxxxxx Title: CEO and President
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Xxxxxx Xxxxxxxx
I have authority to bind the Corporation.
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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