EXHIBIT 5.4
EMPLOYMENT AND CONSULTING CONTRACT
AMONG
XXXXXXXX XXXXXXXX ("CR"), AND
XXXXXXXXX.XXX INC. ("PCS")
Whereas:
1. CR is an independent contractor,
2. PCS wishes to engage CR in a consulting assignment for the period June 14,
1999 to August 31, 1999, the successful execution of which will lead to a
full-time employment contract between PCS and CR,
3. CR wishes to earn an equity position in PCS,
Therefore:
This agreement establishes the components of the Consulting Assignment between
PCS and CR and the Employment Contract between PCS and CR.
CONSULTING AGREEMENT
1. Terms of Reference: To advance the business plan of PCS in
general, including the financing of PCS and
the distribution of PCS's products and
services.
2. Start Date: 14 June 1999.
3. Completion Date: 31 August 1999.
4. Time Commitment: Minimum 80%.
5. Compensation Schedule: Minimum $8,000 per month or as agreed by
compensation committee ("Base Amount").
6. Payment Schedule: On the last day of each month. PCS will treat
such payments as employment obligations.
7. Indemnification: PCS agrees to fully indemnify and hold
harmless CR from all damages which may occur
as a result of CR acting on behalf of PCS.
This indemnification will include funding of
all expenses incurred by CR in defending
itself or themselves from actions relating to
this Consulting Agreement.
EMPLOYMENT CONTRACT
The following sets out the terms under which PCS will offer employment to CR
upon successful completion of the Consulting Assignment with SMI set out above.
1. Position: Vice President
2. Reporting: to the President of PCS.
3. Start Date: September 1, 1999.
4. Time Commitment. Full-time.
5. Salary: Equal to other like members of the PCS management team.
Initially this will be $8,300/month.
6. Compensation Committee Review. The Board of Directors of PCS will establish
a Compensation Committee. Such Committee will review the employment
packages for all senior executives and will cause such employment packages,
including salary, cash incentives and performance options, to be adjusted
to industry standards for the technology industry in the Vancouver area.
Such review will be complete by December 31, 1999.
7. Timing of Payments.
7.1 Salary. No later than the last day of each month.
7.2 Cash Incentives. Within 30 days of the completion of the task
for which the incentive is earned.
8. Annual Review. PCS will review CR's performance and
compensation package no less than annually.
9. Base Equity. 150,000 options. Vested monthly over 36
months starting July 1, 1999. Other details
as per the standard executive PCS Options
agreement.
10. Benefits:
10.1 Vacation. Four weeks paid vacation in each calendar
year, to be increased from time to time in
accordance with PCS's standard policy. Unused
vacation period can accumulate only until
August 31 of the following year.
10.2 Health Benefits. According to such plans in place for all PCS
employees.
11. Severance. If PCS terminates CR's performance other than for cause
("Termination"), the following provisions will apply:
11.1 Termination prior to December 31, 1999: no severance payments will be
made.
11.2 Termination during the period from January 1, 2000 to December 31,
2000: three months severance including salary and performance
compensation, and the continuation of all benefits then in effect,
other than long-term disability, for three months.
11.3 Termination after January 1, 2001: Similarly, three months severance
plus one month for each additional year or partial year of
employment.
11.4 All termination payments will be made in a manner most tax-efficient
for CR.
11.5 Pursuant to clause 6, the Compensation Committee will recommend
compensation packages for the senior executives. Notwithstanding the
provisions in clauses 15.1-15.3, if the Compensation Committee
recommends severance provisions that are more beneficial to CR in
CR's sole opinion, then such provisions will apply and clauses 15.1-
15.3 will be deleted.
12. Non-compete and non-disclosure. CR agrees to be bound by non-compete and
non-disclosure agreements standard in the industry.
13. Non-assignment. This Contract may not be assigned without the prior written
consent of CR.
AGREED:
________________________
Xxxxx Xxxxxxxx
________________________
Xxxx XxXxxx
Date: ________________________
