Exhibit 10.1
THIS AGREEMENT DATED THIS 1st day of March, 2005
BETWEEN:
XXXXX XXXXXXXX, of the City of North Vancouver, in the
Province of British Columbia.
(hereinafter referred to as the "Consultant")
OF THE FIRST PART
AND:
KEEWATIN WINDPOWER CORP, a corporation carrying on
business under the jurisdiction of the State of
Nevada Corporations Act, and having its head office
in North Vancouver, BC Canada.
(hereinafter referred to as the "Corporation")
OF THE SECOND PART
WHEREAS the Corporation wishes to retain the services of the Consultant to
provide the services hereunder described during the terms hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the parties agree as follows:
1. TERM
The Corporation shall employ the Consultant for a period of six months
commencing on March 1, 2005 and continuing thereafter on a month to month basis
until this Agreement is terminated in accordance with paragraph 8.
2. DUTIES
The Consultant shall serve the Corporation and any subsidiaries of the
Corporation in such capacity or capacities and shall perform such duties and
exercise such powers pertaining to the management and operation of the
Corporation and any subsidiaries and associates of the Corporation as may be
determined from time to time by the board of directors of the Corporation,
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provided that same are consistent with the position of a senior executive of the
Corporation. Provided further and without limiting the foregoing, the Consultant
shall:
a. devote his time and attention and his best efforts to the business and
affairs of the Corporation;
b. perform those duties that may reasonably be assigned to the Consultant
diligently and faithfully to the best of the Consultants abilities and
in the best interest of the Corporation; and
c. use his best efforts to promote the interests and goodwill of the
Corporation.
3. REPORTING PROCEDURES
The Consultant shall report to the Board of Directors of the Corporation.
The Consultant shall report fully on the management, operations and business
affairs of the Corporation and advise to the best of his ability and in
accordance with reasonable business standards on business matters that may arise
from time to time during the term of this Agreement.
4. REMUNERATION
The annual salary payable to the Consultant for the performance of his
services hereunder for the term of this Agreement shall be USD $2,500 per month.
Any increase in the monthly salary payable to the Consultant for the performance
of his services hereunder for each successive term or any annual renewal of this
Agreement, exclusive of bonuses, benefits and other compensation, shall be
within the discretion of the board of directors of the Corporation. The salary
payable to the Consultant pursuant to the provisions of this section 4 shall be
payable in monthly instalments in advance on the 1st day of each month or in
such other manner as may be mutually agreed upon, less, in any case, any
deductions or withholdings required by law.
5. FURTHER SALARY ADJUSTMENTS
The Corporation and the Consultant shall review, on a quarterly basis, the
Consultant's salary, and bonus entitlement, if any, provided that there shall be
no change in the Consultant's salary unless agreed to in writing by the parties.
6. VACATION
The Consultant shall be entitled to four weeks' paid vacation per fiscal
year of the Corporation at a time convenient to the Corporation and the
Consultant taking into account the business requirements of the Corporation and
the need for the timely performance of the Consultant's responsibilities.
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7. EXPENSES
The Consultant shall be reimbursed for all reasonable travel and other
out-of-pocket expenses actually and properly incurred by the Consultant from
time to time in connection with carrying out his duties hereunder. For all such
expenses the Consultant shall furnish to the Corporation originals of all
invoices or statements in respect of which the Consultant seeks reimbursement.
8. TERMINATION
a. For Cause
The Corporation may terminate the employment of the Consultant for cause,
without notice or any payment in lieu of notice, only if:
i. the Consultant is convicted of a criminal offence involving fraud or
dishonesty in respect of the Corporation; or
ii. the Consultant disobeys reasonable instructions given in the course of
his employment by the board of directors of the Corporation that are
consistent with the Consultant's management position. In such a case,
at the request of the board of directors, the Consultant shall attend
at the next meeting of the board of directors. At that time, the
Consultant shall give reason for his failure to perform the
instructions of the board of directors. The Consultant may then be
directed to carry out the instructions of the board of directors
within no less than 15 days, such term may be extended by the Board of
Directors to whatever reasonable term the board of directors (the
"Period"). If at the end of the Period, the Consultant has failed to
perform the instructions of the board of directors, a board of
directors meeting will be called, and the board of directors will be
deemed to have sufficient grounds to terminate the employment of the
Consultant for cause.
b. For Disability/Death
The Agreement may be immediately terminated by the Corporation by notice to
the Consultant, if the Consultant becomes permanently disabled if in any year
during the employment period, because of ill health, physical or mental
disability, or for other causes beyond the control of the Consultant, the
Consultant has been continuously unable, as determined by two independent
physicians of at least ten years' experience who are members in good standing of
the Royal College of Physicians and Surgeons of Canada, to perform his duties
for 180 consecutive days, or if, during any year of the employment period, the
Consultant has been unable, determined as set out above, to perform his duties
for a total of 270 days, consecutive months during the employment period. This
Agreement shall terminate without notice or payment in lieu thereof upon the
death of the Consultant.
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c. Voluntary
The Consultant shall give to the Board of the Corporation no less than 30
days notice in writing should the Consultant resign during the term.
9. SEVERANCE PAYMENTS
a. Upon termination of the Consultant's employment:
i. for cause pursuant to paragraph 11(a);
ii. by the voluntary termination of employment of the Consultant; or
iii. by the non-renewal of this Agreement;
the Consultant shall not be entitled to any severance payment other than
compensation earned by the Consultant before the date of termination
calculated pro rata up to and including the date of termination.
b. If the Consultant's employment is terminated for any reason other than the
reasons set forth in subsection 8(a), the Consultant shall be entitled to
receive six month's salary at the then applicable base salary rate.
c. If the Consultant's employment is terminated as a result of the permanent
disability of the Consultant and the Consultant is thereafter in receipt of
disability insurance benefits, the Consultant shall be entitled to receive,
within 30 days of the date of such cessation of such disability hereunder, the
payment set out in subsection 9(a) hereof. In the event that the Consultant is
disentitled from disability insurance benefits, he shall be entitled to receive,
within 30 days of receiving notice of disentitlement, the payment set out in
subsection 9(a) hereof. The Consultant agrees to reasonably comply with all
requirements necessary for the Corporation to obtain disability insurance for
the term of this Agreement.
10. CONFIDENTIALITY
The Consultant acknowledges and agreed that:
a. in the course of performing his duties and responsibilities as an
officer of the Corporation, he has had and will continue in the future
to have access to and has been and will be entrusted with detailed
confidential information and trade secrets (printed or otherwise)
concerning past, present, future and contemplated products, services,
operations and marketing techniques and procedures of the Corporation
and its subsidiaries, including, without limitation, information
relating to clients, customers, suppliers and employees of the
Corporation and its subsidiaries (collectively, "Trade Secrets"), the
disclosure of any of which to competitors of the Corporation or to the
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general public, or the use of same by the Consultant or any competitor
of the Corporation or any of its subsidiaries, would be highly
detrimental to the interests of the Corporation;
b. in the course of performing his duties and responsibilities for the
Corporation, the Consultant has been and will continue in the future
to have significant responsibility for maintaining and enhancing the
goodwill of the Corporation with such customers, clients and suppliers
and would not have, except by virtue of his employment with the
Corporation, developed a close and direct relationship with the
customers, clients and suppliers of the Corporation;
c. the Consultant, as an officer of the Corporation, owes fiduciary
duties to the Corporation, including the duty to act in the best
interest of the Corporation; and
d. the right to maintain the confidentiality of the Trade Secrets, the
right to preserve the goodwill of the Corporation and the right to the
benefit of any relationships that have developed between the
Consultant and the customers, clients, and suppliers of the
Corporation by virtue of the Consultant's employment with the
Corporation constitute proprietary rights of the Corporation, which
the Corporation is entitled to protect.
In acknowledgement of the matters described above and in consideration of
the payments to be received by the Consultant pursuant to this Agreement, the
Consultant hereby agrees that he will not, during the term of this Agreement or
after termination thereof for any reason whatsoever, directly or indirectly
disclose to any person or in any way make use of (other than for the benefit of
the Corporation), in any manner any of the Trade Secrets, provided that such
Trade Secrets shall be deemed not to include information that is or becomes
generally available to the public other than as a result of disclosure by
Consultant.
11. NON-SOLICITATION
The Consultant hereby agrees that he will not, either during his employment
by the Corporation or for two years following termination of his employment by
the Corporation for whatever reason, be a party to or abet any solicitation of
existing customers, clients or suppliers of the Corporation or any of its
subsidiaries, to transfer business from the Corporation or any of its
subsidiaries to any other person, or seek in any way to persuade or entice any
employee of the Corporation or any of its subsidiaries to leave that employment
or to be a party to or abet any such action.
12. NON-COMPETITION
The Consultant hereby agrees that he will not, either during his employment
by the Corporation, or for 12 months following termination of his employment by
the Corporation for whatever reason, directly or indirectly carry on, be engaged
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in or employed by or have an interest in, a business in Canada which offers
services or sells products that compete with the services and products
13. CONFLICT OF INTEREST
During the employment period, the Consultant shall promptly disclose to the
board of directors full information concerning any interest, direct or indirect,
of the Consultant (as owner, shareholder, partner, lender or other investor,
director, officer, employee, consultant or otherwise) or any member of his
family in any business that is reasonably known to the Consultant to purchase or
otherwise obtain services or products from, or to sell or otherwise provide
services or products to the Corporation or to any of its suppliers or customers.
14. RETURN OF MATERIALS
All files, forms, brochures, books, materials, written correspondence,
memoranda, documents, manuals, computers and related hardware, computer disks,
software products and lists (including lists of customers, suppliers, products
and prices) pertaining to the business of the Corporation or any of its
subsidiaries and associates that may come into the possession or control of the
Consultant shall at all times remain the property of the Corporation or such
subsidiary or associate, as the case may be. On termination of the Consultant's
employment for any reason, the Consultant agrees to deliver promptly to the
Corporation all such property of the Corporation in the possession of the
Executive or directly or indirectly under the control of the Consultant. The
Consultant agrees not to make for his personal or business use or that of any
other party, reproductions or copies of any such property or other property of
the Corporation.
15. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia.
16. NO ASSIGNMENT
The Consultant may not assign, pledge or encumber the Consultant's interest
in this Agreement nor assign any of the rights or duties of the Consultant under
this Agreement without the prior written consent of the Corporation.
17. SUCCESSORS
This Agreement shall be binding on and enure to the benefit of the
successors and assigns of the Corporation and the heirs, executors, personal
legal representative and permitted assigns of the Consultant.
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18. NOTICES
Any notice or other communications required or permitted to be given
hereunder shall be in writing and either delivered by hand or mailed by prepaid
registered mail. At any time other than during a general discontinuance of
postal service due to strike, lock-out or otherwise, a notice so mailed shall be
deemed to have been received three business days after it is so delivered. If
there is a general discontinuance of postal service due to strike, lock-out or
otherwise, a notice sent by prepaid registered mail shall be deemed to have been
received five business days after the resumption of postal service. Notices
shall be addressed as follows:
a. If to the Corporation:
Keewatin Windpower Corp.
Suite 44, 0000 Xxxxx Xxxxx
Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
b. If to the Consultant:
Xxxxx Xxxxxxxx
Suite 44, 1294 Xxxxx Place
North Vancouver, British Columbia
Canada V7J 1R3
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above written.
KEEWATIN WINDPOWER CORP.
/s/ Xxxxx Xxxxxxxx per: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx Authorized Signatory
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