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Exhibit 3m
EMPLOYMENT AGREEMENT
THIS AGREEMENT is dated the 1st day of November, 1996,
BETWEEN:
MINCO MINING & METALS CORPORATION
0000-000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(herein the "EMPLOYER")
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XXXXX XXXXXXXX
c/o 0000-000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(herein the "EMPLOYEE")
WHEREAS the Employer desires to engage the Employee to provide services to the
Employer as an employee for the term of this Agreement and the Employee has
agreed to provide such services, all in consideration and upon the terms and
conditions contained herein;
NOW THEREFORE it is hereby agreed as follows:
1. EMPLOYMENT
A. The Employer agrees to employ the Employee as Chairman on a part-time basis
and to provide services pursuant to the terms of this Agreement and the Employee
agrees to accept such position of employment.
B. The Employee agrees to perform such duties and assume such responsibilities
as assigned by the Employer from time to time which are customarily associated
with the position of Chairman.
2. COMPENSATION AND BENEFITS
A. The Employer agrees to pay the Employee, as basic compensation for the
services provided by the Employee hereunder, $2,000.00 per month payable
semi-monthly on the fifteenth and last days of each month with such amount
reviewable in June of each year during the term of this Agreement.
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B. Deductions will be made from the Employee's compensation for Unemployment
Insurance Contributions. Canada Pension Plan contributions, and income tax as
required by law. Eligible employees may also be covered under provincial
workers' compensation legislation and the Employer will be responsible for
remitting all workers' compensation payments.
3. EXPENSES
The Employer shall pay for or reimburse the Employee for all reasonable,
ordinary and necessary expenses incurred by the Employee in the ordinary course
of his or her employment upon presentation by the Employee to the Employer of
proper accounts, statements, invoices or receipts for such items.
4. CONFLDENTIAL INFORMATION
A. The Employee acknowledges that certain of the material and information made
available to the Employee by the Employer in the performance of his or her
duties (the "CONFIDENTIAL INFORMATION") will be of a confidential nature. The
Employee recognizes that the Confidential Information is the sole and exclusive
property of the Employer, and the Employee shall use his or her best efforts and
exercise utmost diligence to protect and maintain the confidentiality of the
Confidential Information. The Employee shall not, directly or indirectly, use
for himself or herself or another, or disclose to another any Confidential
Information, whether or not acquired, learned, obtained or developed by the
Employee alone or in conjunction with others, except as such disclosure or use
may be required in connection with his or her employment or as may be consented
to in writing by the Employer.
B. The Confidential Information is and shall remain the sole and exclusive
property of the Employer regardless of whether such information was generated by
the Employee or by others, and the Employee agrees that upon termination of this
Agreement he or she shall deliver promptly to the Employer all such tangible
parts of the Confidential Information including records, data, notes, reports,
proposals, client lists, correspondence, materials, marketing or sales
information, computer programs, equipment, or other documents or property which
are in the possession or under the control of the Employee without retaining
copies thereof.
C. Each of the foregoing obligations of the Employee in this clause shall also
apply to any confidential information of customers, joint venture parties,
contractors and other entities, of any nature whatsoever, with whom the Employer
or any associate or affiliate of the Employer has business relations.
D. Notwithstanding the foregoing provisions of this clause, the Employee shall
not be liable for the disclosure or use of any of the Confidential Information
to the extent that:
(a) the Confidential Information is or becomes available to the
public from a source other than the Employee and through no
fault of the Employee; or
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(b) the Confidential Information is lawfully obtained by the
Employee from a third party or a source outside of this
Agreement.
E. The covenants and agreements contained in this clause shall survive the
termination of this Agreement and the employment relationship with the Employer.
5. TERM
Except as otherwise provided in this Agreement, the term of this
Agreement shall expire on June 25, 1999.
6. TERMINATION
A. The Employer may terminate this Agreement and the Employee's employment
immediately and without severance pay upon the occurrence of any one of the
following events:
(a) any act or omission of the Employee which constitutes grounds
for dismissal of an employee for just cause as that term is
interpreted by the applicable employment and labour law of the
province; or
(b) death of the Employee.
B. The Employer may also terminate this Agreement and the Employee's employment
by providing the Employee with two months If the applicable statutory employment
and labour laws of the province provide for a period of notice greater than that
set out in this section, then the Employer shall comply with such laws. However,
the Employee will not be entitled to any more notice or severance pay than set
out in this Agreement or as provided by the applicable statutory employment and
labour laws of the province.
C. The Employee may terminate this Agreement and the Employee's employment by
providing at least two months notice of termination.
D. Upon termination of this Agreement:
(a) the Employer's obligations to the Employee under this
Agreement shall terminate except for the Employer's obligation
to pay the Employee's compensation and expenses in accordance
with the terms of this Agreement, to the date of termination:
and
(b) the Employee's obligations to the Employer under this
Agreement shall terminate except those obligations which are
specifically expressed to survive the termination of this
Agreement.
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7. GOVERNING LAW
This Agreement shall be governed by the laws of the Province of British
Columbia and the federal laws of Canada applicable therein.
8. SEVERABILITY
If any provision of this Agreement, or the application of such
provision to any person or in any circumstance, shall be determined to be
invalid, illegal or unenforceable, the remaining provisions of this Agreement,
and the application of such provision to any person or in any circumstance other
than that to which it is held to be invalid, illegal or unenforceable, shall not
be affected thereby.
9. AMENDMENTS
Any amendment to this Agreement must be in writing and signed by both
parties hereto.
10. TIME OF ESSENCE
Time shall be of the essence in this Agreement.
11. ENTIRE AGREEMENT
This is the entire Agreement between the Employer and the Employee with
respect to the employment of the Employee by the Employer and supersedes any
prior agreements with respect to such employment whether written or oral.
12. NOTICES
Notices hereunder shall be in writing and must be either personally
delivered or sent by double registered mail to the address(es) set forth above.
A party may change the address set forth above by proper notice to the other.
13. NO WAIVER
The failure of any party to insist upon the strict performance of a
covenant or obligation hereunder, irrespective of the length of time for which
such failure continues, shall not be a waiver of such party's right to demand
strict performance in the future. No consent or waiver, express or implied, to
or of any breach or default in the performance of any covenant or obligation
hereunder shall constitute a consent or waiver to or of any other breach or
default in the performance of the same or of any other obligation hereunder.
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14. ASSIGNMENT
This Agreement is personal in nature and may not be assigned by either
party hereto.
15. ENUREMENT
This Agreement shall be binding upon and shall enure to the benefit of
each of the parties hereto and their respective permitted receivers, successors
and assigns.
IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the day
and year first above written.
MINCO MINING & METALS CORPORATION
Per: /s/ Xxxxx XxXxxxxxx
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Xxxxx XxXxxxxxx
Vice President
/s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX
