EMPLOYMENT AGREEMENT
THIS AGREEMENT date for reference the 7th day of December, 2000.
BETWEEN:
GLOBALNETCARE, INC., of 000 Xxx Xxx. Xxxxxx Xxxxxx, Xxxxxx X0X 0X0
(the "Company")
OF THE FIRST PART
AND:
XXXX HEDDO, of 0000 Xxxxxxxxxx Xxxxxx, Xx-Xxxxxxx, Xxxxxx, X0X 0X0
(the "Employee")
OF THE SECOND PART
WITNESSES THAT WHEREAS:
A. The Employee has certain skills and expertise required by the Company for
its operations;
B. The Company wishes to obtain and the Employee wishes to provide certain
services to the Company on the terms and conditions contained herein;
THEREFORE in consideration of the premises and of the covenants and agreements
of the parties hereinafter set forth, the parties hereto covenant and agree each
with the other as follows:
1. EMPLOYMENT, TERM, POSITIONS AND DUTIES
1.1 Employment. The Company hereby employs the Employee and the
Employee hereby accepts employment upon the terms and conditions herein set
forth.
1.2 Term. Employment of the Employee by the Company shall be effective
December 7, 2000 and shall continue until such time as this Agreement is
terminated as hereinafter set out in Section 1.3 or 4 herein.
1.3 Resignation. Nothing in this Agreement shall prohibit the Employee
from resigning from the Company at any time on one (1) month written notice to
the Company, which notice may be waived by the Company in its sole discretion
and, upon such resignation taking
effect, the Employee's employment shall terminate and neither party hereto shall
have any rights or obligations hereunder, except those specifically set out in
Section 2.2 hereof.
1.4 Position. The Employee shall serve as Product Development and
Regional Sales Manager, Communications for the Company.
1.5 Duties. The Employee shall carry out such duties as would
customarily be carried out by a Manager, Product Development and Regional Sales.
1.6 Reporting. The Employee shall report to the President of the
Company and take direction from the President of the Company.
2. OBLIGATIONS
2.1 Full Time and Efforts. During the term of his employment pursuant
to this Agreement, the Employee shall devote his full time and effort and
attention to his duties as set out in this Agreement and shall not be engaged,
employed or associated with any other business venture without the written
consent of the President of the Company.
2.2 Fiduciary Duty, Confidentiality and Non-Competition. The Employee
recognizes and understands that in performing the duties and responsibilities of
his employment as provided in this Agreement, he will occupy a position of high
fiduciary trust and confidence, pursuant to which he will develop and acquire
wide experience and knowledge with respect to all aspects of the manner in which
the Company's business is conducted. It is the intent and Agreement of the
Employee and of the Company that such knowledge and experience shall be used
solely and exclusively in furtherance of the business interests of the Company
and not in any manner which would be detrimental to it. The Employee agrees
that following the termination of his employment for any reason whatsoever, he
shall not, without the consent of the Board of Directors of the Company by
resolution, engage in any solicitation of the clients, customers or any
individuals or firms with respect to which the Company has had dealings (and
whether or not any contractual arrangements have been concluded as between the
Company and any such individuals or firms) which might benefit any competitor of
the Company.
3. COMPENSATION
3.1 Common Shares. The Employee shall be compensated by issuance to
the Employee of Six Hundred and Fifty Thousand (650,000) common shares (the
"Shares") in the capital stock of the Company, at a deemed price of $0.28. If
eligible, the Shares shall be registered by the Company on a Form S-8 and such
shares will be subject to the resale restrictions set forth in the rules and
regulations enacted under the Securities Act of 1933, as amended. The Employee
acknowledges that as he is a resident of Quebec, the shares to be issued
pursuant to this agreement may not be resold in the province of Quebec until the
Company has been a "reporting issuer" under the applicable legislation for the
prescribed period. The Company is not currently a reporting issuer in Quebec
nor is there any assurance that it will become a reporting issuer in Quebec.
Since the Company is not a reporting issuer in Quebec, the applicable hold
period under the applicable legislation may never expire, and if no further
statutory exemption may be relied upon, this could result in having to hold the
securities acquired under this agreement for an indefinite period of time.
3.2 Expenses. The Employee shall be responsible for paying all
expenses related to his employment with the Company without reimbursement, with
the exception of those expenses which, prior to such expenses having being
incurred, the President has agreed to reimburse to the Employee.
3.3 No Other Compensation. Except as set out in this Agreement, the
Employee shall not be entitled to any other compensation or benefits.
4. TERMINATION
4.1 Company's Right to Terminate. Notwithstanding any other provision
in this Agreement, the Company may terminate the employment of the Employee at
any time for just cause or because of permanent disability by giving written
notice to the Employee of its intention to terminate this Agreement on the date
specified in such notice. The Company may also terminate the employment of the
Employee without cause at any time upon thirty (30) days written notice.
4.2 Definition. Where used herein, "permanent disability" means any
physical or mental incapacity, disease or affliction, as determined by a legally
qualified medical practitioner selected by the Company and the Employee, acting
reasonably, which prevents the Employee to a substantial degree from performing
his obligations as Manager, Communications.
5. MISCELLANEOUS
5.1 Modification and Waiver. No provision of this Agreement shall be
modified or amended unless such modification or amendment is authorized by the
President and is agreed to in writing, signed by the Employee and by the
Company.
5.2 Law Governing. This Agreement shall be subject to and governed by
the laws of the State of Florida, the federal laws of the United States
applicable herein and the laws of the Province of Quebec. In addition, this
agreement will also be subject to the approval of the Quebec Securities
Commission.
5.3 Invalidity. The invalidity, illegality or unenforceability of any
provision hereof, shall not in any way affect or impair the validity, legality
or enforceability of the remaining provisions hereof.
5.4 Headings. The headings contained herein are for reference purposes
only and shall not in any way affect the construction or interpretation of this
Agreement.
5.5 Execution in Counterparts and by Facsimile. This Agreement may
executed in counterparts in as many copies as may be necessary. Delivery of an
executed copy of this Agreement by electronic facsimile transmission or other
means of electronic communication producing a printed copy will be deemed to be
execution and delivery of this Agreement on the date of such communication by
the party so delivering such copy.
IN WITNESS WHEREOF the parties hereunto have executed this Agreement
as of the 7th day of December, 2000.
GLOBALNETCARE, INC.
Per: /s/ signed
Authorized Signatory
SIGNED, SEALED and DELIVERED by XXXX HEDDO in the presence of:
/s/Xxxxxx Lalach
Print Name
265 Xxxxx Xxxxxxxx
Address
Beaconsfield Quebec
Businessman /s/ Xxxx Heddo
Occupation ---------------
XXXX HEDDO
