EXHIBIT 10.1
AGREEMENT OF ENGAGEMENT
This AGREEMENT is made as of this 1st. day of October, 1996, by and
between Wolf Industries Inc., a Nevada Corporation with principal offices
located at 000X-0xx Xxxxxx X.X Xxxxxxx, Xxxxxxx, X0X 0X0 and Xxxxx Xxxxx
of Calgary, Alberta, or his assigns.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
1. ENGAGEMENT. Wolf Industries Inc. hereby engages the services of Xxxxx
Xxxxx which services shall include the have vested in them the powers
duties and responsibilities vested in the position of President, Chief
Executive Officer and Secretary of the Corporation. The duties of this
position shall largely be involved with the development, staffing and
executive management of the operation of the Corporation's business and
the the attendant responsiblities thereof. Xxxxx Xxxxx agrees that he
shall industriously at all times and to the best of his ability,
experience, talents and capacity and to the reasonable satisfaction of
the Board of Directors provide all such services and accomplish all such
duties normally associated with this position.
2. COMPENSATION AND BENEFITS. Remuneration for services rendered shall
be set at US$4,380.00 per month for the first six months, at which time
subject to a review by the Board of Directors at that time and every six
months thereafter, may be adjusted as deemed suitable in the
circumstances then present, but shall not be less that US$4,380.00 per
month and three weeks paid vacation per annum at any time during the term
of this agreement. Additionally, during the term of this agreement
entitlement to participation in any group benefit plans or other programs
that way exist or be established by Wolf Industries Inc. and or its
Subsidiary(s) from time to time is hereby granted and may be exercised at
the option of Xxxxx Xxxxx.
3. CONFIDENTIALITY. Information acquired by Xxxxx Xxxxx concerning
matters which are confidential to the Corporation and or its
subsidiary(s) is the exclusive property of the said entitlies.
"CONFIDENTIAL INFORMATION" means all information acquired directly or
indirectly concerning the Corporation and its subsidiary(s) except:
(a) Information possessed prior to the term of this Agreement.
(b) Information in the public domain.
(c) Information which after receipt or acquisition of same, became a
part of the public domain through no act of Xxxxx Xxxxx.
(d) Information which subsequent to receipt or acquisition thereof is
lawfully obtained from a third party, without restriction on
disclosure provided, then making the disclosure, such third party is
not in breach of any obligation of confidentiality with respect to
such information. Not withstanding any other
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provision of this Agreement, the provisions of this paragraph shall
survive the termination of this Agreement.
4. NON COMPETITION. Throughout the term of this Agreement and for a
period of two years after the termination of this Agreement Xxxxx Xxxxx
will not undertake or indulge in any of the following activities:
(a) Engage in any business activities that are in competition with the
Corporation and or its subsidiary(s).
(b) Make use of any information or technical knowledge concerning the
Corporation and or its subsidiary(s), that is not already in the
public domain, other than in the normal course of business in
carrying out the duties of the position described herein during the
term of this Agreement or subsequent to the termination of this
Agreement.
5. TERM OE AGREEMENT. This Agreement shall be effective as of October 1,
1996 (Effective Date). This Agreement shall continue for an initial term
of Sixty (60) months, unless terminated in accordance with the provisions
contained herein. Should this Agreement not have been terminated prior
to the end of the initial term, this Agreement may be extended for a
period of one (1) year, at the sole discretion of Xxxxx Xxxxx. Any such
extension to be described in writing no less than three (3) calendar
months prior to the end of the initial term.
6. TERMINATION. This Agreement may be terminated prior to the end of the
initial term or extended in any one of the following ways:
(a) By mutual agreement of Wolf Industries Inc. and Xxxxx Xxxxx.
(b) Upon resignation of Xxxxx Xxxxx.
(c) At the option of Wolf Industries Inc. with cause, due to neglect of
duties, failure to devote time and attention to the interests of the
Corporation, the commission of any act chargeable as a felony
against the Corporation, shall be examples but not exclusive reasons
to terminate this Agreement.
(d) At the option of Xxxxx Xxxxx, after not less than thirty (30) days
written notice, if it is not in his best interest to continue due to
health, as determined by his Physician(s). Not withstanding such
termination, such termination shall not affect any benefits that
shall have accrued in favour of Xxxxx Xxxxx prior to such
termination.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns. The services rendered
hereunder are individual and personal and performance of such services
shall not be rendered on behalf of Xxxxx Xxxxx without prior written
consent of Xxxxx Xxxxx. Should the Corporation and or its subsidiary(s)
be purchased by another person(s) company or group and or should
effective control of the Corporation and or its subsidiary change hands,
Xxxxx Xxxxx at his option may elect to have the remaining term of this
Agreement bought out on mutually agreeable terms, thereby effecting his
immediate resignation or elect to
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remain in the position under the terms of this Agreement ongoing. In
either circumstance any benefits that shall have accrued in favour of
Xxxxx Xxxxx shall remain in full force and effect. Further Xxxxx Xxxxx
shall have the right to assign this Agreement as he may deem appropriate
in the circumstance, in order to effect his work, estate and tax
planning.
8. ENTIRE AGREEMENT. Except as otherwise set forth herein, this
Agreement constitutes the entire Agreement between the parties with
respect to the subject matter hereof and supercedes all prior
understandings, if any, not made part hereof. No representation or
warranty herein may be relied upon by any person, firm, or corporation,
except as contained herein, other than the parties to this Agreement.
9. FURTHER ASSURANCES. The parties agree to do such further acts and
things and to execute and deliver such additional agreements and
instruments as any party may reasonably require to consumate, evidence or
confirm any agreement contained herein in the manner contemplated hereby.
10. CONSTRUCTION. This Agreement shall be construed according to its
fair meaning and neither for or against any party thereof.
11. MODIFICATION. Any modification or waiver of any term of this
Agreement, including a modification or waiver of this term, must be in
writing and signed by the parties to be bound by the modification or
waiver.
12. SEVERABILITY. In the event any portion of this Agreement shall be
declared by any court of competent jurisdiction to be invalid, illegal,
or unenforceable, such portion shall be deemed severed from this
Agreement, and the remaining parts hereof shall remain in full force and
effect.
13. GOVERNING LAW. This Agreement shall be governed in accordance with
the laws of the Provence of Alberta.
14. ARBITRATION. All disputes arising out of or relating to this
Agreement shall be determined and settled by arbitration in the Provence
of Alberta, should any matter arising out of or relating to this
Agreement not be able to be resolved other than by arbitration. the
arbitration shall be done in accordance with the then existing applicable
rules of the Alberta Arbitration Association.
15. NOTICES. Any notice or communication given under the terms of this
Agreement ("NOTICE") shall be in writing and shall be delivered in person
or mailed by registered mail to the appropriate party addressed as
follows:
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TO: Wolf Industries Inc.
0000-0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
TO: Xxxxx Xxxxx
00 Xxxxxxxxx Xxxxx X.X
Xxxxxxx, Xxxxxxx
X0X 0X0.
Dated as of the date first written.
Wolf Industries Inc.
On Behalf of The Board of Directors
Witness: /s/ XXXXX X. XXXXX /s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx, Director
Witnes: /s/ XXXXX X. XXXXX /s/ XXXXX XXXXX
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Xxxxx Xxxxx
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