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10.01
THIS EMPLOYMENT AGREEMENT MADE THE 30TH DAY OF NOVEMBER, 1998.
BETWEEN:
XXXXXXXXXXXX.XXX INC.
A COLORADO COMPANY HAVING ITS
REGISTERED OFFICE AT #000-0000 XXXXXX XXXXX
XXXXX XXXXXXXXX, X.X. X0X 0X0
(HEREINAFTER REFERRED TO AS THE "COMPANY")
OF THE FIRST PART
AND:
XXXXXX XXXXX, BUSINESSMAN,
OF 0000 XXXXXXX XXXXXX
XXXX XXXXXXXXX, XXXXXXX XXXXXXXX, X0X 0X0
(HEREINAFTER REFERRED TO AS THE "EMPLOYEE")
OF THE SECOND PART
WHEREAS THE EMPLOYEE IS A SHAREHOLDER IN AND A DIRECTOR OF THE COMPANY, AND THE
COMPANY DESIRES TO EMPLOY THE EMPLOYEE, AND THE EMPLOYEE DESIRES TO BE EMPLOYED
BY THE COMPANY, AS CHIEF EXECUTIVE OFFICE AND CHAIRMAN OF THE BOARD OF DIRECTORS
OF THE COMPANY;
AND WHEREAS THE PARTIES HERETO ARE DESIROUS OF ENTERING INTO A FORMAL EMPLOYMENT
CONTRACT PURSUANT TO THE TERMS AND CONDITIONS HEREINAFTER SET OUT;
NOW THEREFORE WITNESSETH THAT IN CONSIDERATION OF THE EMPLOYMENT AND OF THE
PREMSISES HEREIN, AND IN CONSIDERATION OF THE COVENANTS AND AGREEMENTS
HEREINAFTER CONTAINED, THE PARTIES HERETO MUTUALLY COVENANT AND AGREE AS
FOLLOWS:
1. THE COMPANY SHALL EMPLOY AND THE EMPLOYEE SHALL SERVE IN THE EMPLOYMENT OF
THE COMPANY AS ITS CHIEF EXECUTIVE OFFICE AND CHAIRMAN OF THE BOARD OF
DIRECTOR FROM THE DATE OF THE HEREIN AGREEMENT, UNTIL HIS EMPLOYMENT SHALL
BE TERMINATED AS PROVIDED HEREIN.
2. AS AT THE COMMENCEMENT OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, THE
EMPLOYEE'S REMUNERATION SHALL BE A FIXED SALARY OF TWO HUNDRED TWENTY
THOUSAND CANADIAN DOLLARS ($220,000) PER ANNUM PAYABLE IN MONTHLY INCREMENTS
OF EIGHTEEN THOUSAND THREE HUNDRED THIRTY THREE CANADIAN DOLLARS AND THIRTY
THREE CENTS (C$18,333.33) ON SUCH DAY DURING EACH MONTH THAT THE COMPANY
SHALL, IN ITS SOLE DISCRETION, SELECT. IN ADDITION TO THE EMPLOYEE'S FIXED
SALARY, THE EMPLOYEE SHALL BE ENTITLED TO A BONUS TO BE PAID AT THE END OF
EACH FISCAL YEAR OF THE COMPANY FOR SO LONG AS THE EMPLOYEE IS EMPLOYED BY
THE COMPANY, WHICH BONUS SHALL BE IN AMOUNT TO BE DETERMINED AT THE
DISCRETION OF THE DIRECTORS OF THE COMPANY BUT WHICH SHALL BE NOT LESS THAT
TEN (10%) PERCENT OF THE EMPLOYEE'S SALARY IN THAT FISCAL YEAR.
3. THE EMPLOYEE SHALL BE RESPONSIBLE FOR:
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(a) OVERSEEING AND DIRECTING THE COMPANY AND ITS AFFILIATES AND THE CARRYING
OUT OF ALL OF ITS EXECUTIVE DUTIES;
(b) SETTING UP THE BUSINESS POLICIES AND DIRECTIONS OF THE COMPANY AND ITS
AFFILIATES;
(c) MANAGING KEY OFFICERS OF THE COMPANY AND ITS AFFILIATES; AND
(d) OVERSEEING THE DEVELOPMENT OF STRATEGIC PARTNERSHIPS AND MAJOR
CONTRACTUAL AGREEMENTS ON BEHALF OF THE COMPANY AND ITS AFFILIATES.
THE EMPLOYEE SHALL FURTHER HAVE THE AUTHORITY TO MAKE THE USUAL
CONTRACTS NECESSARY FOR CARRYING ON THE BUSINESS OF THE COMPANY AND ITS
AFFILIATES IN THE ORDINARY COURSE, INCLUDING AUTHORITY TO ORDER GOODS
REQUIRED FOR THE BUSINESS OF THE COMPANY AND ITS AFFILIATES, AND TO MAKE
CONTRACTS FOR THE SALES OF THE GOODS OF THE COMPANY AND ITS AFFILIATES,
AND FOR MAINTENANCE AND REPAIRS REQUIRED UPON OR IN CONNECTION WITH THE
PROPERTY OF THE COMPANY OR ITS AFFILIATES.
4. THE EMPLOYEE SHALL DEVOTE SUCH WORKING TIME AND ATTENTION TO HIS DUTIES AS
EMPLOYEE OF THE COMPANY AS MAY BE REASONABLY REQUIRED BUY THE COMPANY SO AS
TO FAITHFULLY AND DILIGENTLY SERVE AND ENDEAVOR TO PROMOTE AND FURTHER THE
INTEREST OF THE COMPANY AND ITS AFFILIATES. THE COMPANY ACKNOWLEDGES AND
AGREES THAT THE EMPLOYEE WILL BE FREE TO ENTER INTO ANY OTHER BUSINESS
ARRANGEMENTS AND EMPLOYMENT OPPORTUNITIES AS WELL AS SERVING AS AN EMPLOYEE
OF THE COMPANY SO LONG AS ANY SUCH ARRANGEMENTS OR EMPLOYMENT OPPORTUNITIES
DO NOT DIRECTLY CONFLICT WITH THE INTERESTS OF THE COMPANY OR ITS
AFFILIATES.
5. THE EMPLOYEE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED AS FOLLOWS:
(a) IN THE EVENT THAT THE EMPLOYEE FAILS TO DEVOTE ANY WORKING TIME OR
ATTENTION TO HIS DUTIES AS EMPLOYEE OF THE COMPANY, THEN HIS EMPLOYMENT
CAN BE TERMINATED AT ANY TIME BY THE COMPANY HERETO GIVING THE EMPLOYEE
ONE YEAR WRITTEN NOTICE TO THAT EFFECT; OR
(b) AT ANY TIME BY THE EMPLOYEE PROVIDING THE COMPANY WITH ONE YEAR WRITTEN
NOTICE TO THAT EFFECT.
6. DURING THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, AND FOR A PERIOD OF ONE
YEAR AFTER THE TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY, THE EMPLOYEE
SHALL NOT WITHIN THE GEOGRAPHICAL BOUNDARIES OF CANADA:
(a) DIRECTLY OR INDIRECTLY, EITHER PERSONALLY OR AS AN EMPLOYEE, PARTNER,
MANAGER, DIRECTOR, OFFICE, AGENT OR OTHERWISE, OR BY MEANS OF ANY
CORPORATE OR OTHER DEVICE, UNDERTAKE OR ENGAGE IN A BUSINESS RELATING TO
INTERNATIONAL TRADE LOGISTICS AND TRADE COMPLIANCE (THE "BUSINESS"); OR
(b) DIRECTLY OR INDIRECTLY, LEND MONEY TO OR INVEST MONEY IN ANY PARTY,
PROPRIETORSHIP, PARTNERSHIP, FIRM OR BODY CORPORATE THAT IS DIRECTLY OR
INDIRECTLY IN COMPETITION WITH THE COMPANY OR ITS AFFILIATES; OR
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(c) USE OR DISCLOSE TO ANYONE ANY INFORMATION CONCERNING ANY OF THE BUSINESS
OF THE COMPANY OR ITS AFFILIATES WHICH MAY HAVE BEEN ACQUIRED BY THE
EMPLOYEE DURING OR IN THE COURSE OF OR AS AN INCIDENT TO HIS EMPLOYMENT
HEREUNDER.
7. IN THE EVENT OF A BREACH OR THREATENED BREACH OF ANY OF THE COVENANTS
HEREIN, THE COMPANY SHALL, IN ADDITION TO ALL OTHER REMEDIES AVAILABLE AT
LAW OR EQUITY, BE ENTITLED TO INJUNCTIVE RELIEF RESTRAINING SUCH BREACH OR
THREATENED BREACH.
8. THE COMPANY AGREES TO CONTINUE TO MAINTAIN AND PAY FOR THE FOLLOWING
EMPLOYEE BENEFITS FOR THE EMPLOYEE FOR THE DURATION OF HIS EMPLOYMENT WITH
THE COMPANY:
(a) A DISCRETIONARY EXPENSE ACCOUNT IN THE AMOUNT OF FIFTEEN THOUSAND
CANADIAN DOLLARS (C$15,000.00) PER ANNUM WHICH DISCRETIONARY EXPENSES
SHALL BE REIMBURSED TO THE EMPLOYEE ON AN ONGOING BASIS NOT LATER THAN
THIRTY DAYS FORM THE DATE THAT THE EMPLOYEE SHALL SUBMIT RECEIPTS TO THE
COMPANY EVIDENCING SUCH EXPENSES.
(b) PREMIUMS FOR MEDICAL, EXTENDED MEDICAL AND DENTAL PLANS;
(c) LONG-TERM DISABILITY INSURANCE;
(d) MEMBERSHIP FEES (INCLUDING INITIATION OR INITIAL FEES) IN THE
RECREATIONAL FACILITY OF THE EMPLOYEE'S CHOOSING; AND
(e) AN ALLOWANCE FOR ATTENDANCE AT PROFESSIONAL DEVELOPMENT SEMINARS IN THE
AMOUNT OF FIFTEEN THOUSAND CANADIAN DOLLARS (C$15,000.00) PER ANNUM.
9. THE COMPANY OR ITS AFFILIATES WILL FURTHER GRANT TO THE EMPLOYEE A STOCK
PURCHASE OPTION WHEREBY THE EMPLOYEE WILL BE GRANTED AN OPTION TO PURCHASE
FUTURE SHARES IN THE ISSUED CAPITAL OF THE COMPANY OR ITS AFFILIATES, ALL IN
ACCORDANCE WITH ANY STOCK OPTION PLAN OR PROGRAM SET UP BY THE COMPANY OR
ITS AFFILIATES FOR THE BENEFIT OF THE KEY OFFICERS OF THE COMPANY OR ITS
AFFILIATES. THE COMPANY COVENANTS TO EXERT ITS BEST EFFORTS TO OBTAIN AND
SECURE STOCK OPTIONS FOR THE EMPLOYEE IN ANY PUBLIC COMPANY WHICH THE
COMPANY IS AFFILIATED.
10. THE EMPLOYEE SHALL BE PROVIDED WITH A CAR, PARKING AND GAS ALLOWANCE OF FIVE
HUNDRED CANADIAN DOLLARS (C$500.00) PER MONTH, AND THE EMPLOYEE SHALL BE
REIMBURSED FOR ALL TRAVELLING AND OTHER EXPENSES ACTUALLY AND PROPERLY
INCURRED BY HIM IN CONNECTION WITH THE CARRYING OUT OF HIS OBLIGATIONS
HEREIN, AND FOR ALL SUCH EXPENSES HE SHALL FURNISH STATEMENTS AND VOUCHERS
TO THE COMPANY.
11. IN EACH FISCAL YEAR, THE EMPLOYEE SHALL BE ENTITLED TO RECEIVE SIX (6) WEEKS
VACATION TIME IN ANY ONE YEAR, AND HIS VACATIONS SHALL BE TAKEN AT SUCH TIME
AS THE DIRECTORS MAY, FROM TIME TO TIME DETERMINE.
12. THIS AGREEMENT CONTAINS ALL THE TERMS AND CONDITIONS RELATING TO THE
EMPLOYMENT OF THE EMPLOYEE AS THE CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF
THE BOARD OF DIRECTORS OF THE COMPANY AND SUPERSEDES ALL PREVIOUS AGREEMENTS
RELATED THERETO. ANY FURTHER AMENDMENT OR VARIATION HEREOF SHALL BE VALID
ONLY IF IT IS IN WRITING AND SIGNED BY ALL THE PARTIES HERETO.
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13. THIS AGREEMENT SHALL REMAIN IN EFFECT FOR A PERIOD OF FIVE (5) YEARS FROM
THE DATE OF EXECUTION OF THE AGREEMENT. ON THE EXPIRY OF THE AGREEMENT THE
EMPLOYMENT OF THE EMPLOYEE WITH THE COMPANY MAY BE RENEWED BY MUTUAL
AGREEMENT FOR A FURTHER TERM OF FIVE (5) YEARS AND THE TERMS OF THIS
AGREEMENT SHALL BE DEEMED TO CONTINUE ON THE SAME BASIS FOR THE DURATION OF
THE RENEWED TERM SAVE AND EXCEPT WITH REGARD TO THE EMPLOYEE'S ANNUAL SALARY
AND THE EMPLOYEE'S BENEFITS ALL AS SET OUT IN PARAGRAPHS 8, 9 AND 10, ALL OF
WHICH SHALL BE SUBJECT TO FUTURE AGREEMENTS BETWEEN THE COMPANY AND THE
EMPLOYEE.
14. ANY NOTICE TO BE GIVEN TO ANY PARTY HERETO SHALL BE GIVEN BY DELIVERING THE
SAME, OR BY MAILING THE SAME IN CANADA BY PREPAID FIRST CLASS MAIL, TO SUCH
PARTY AT THE PARTY'S ADDRESS SET OUT ABOVE OR AT ANY OTHER ADDRESS OF WHICH
SUCH SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTIES HERETO ANY NOTICE SO
GIVEN BY MAIL SHALL BE DEEMED TO BE GIVEN ON THE SECOND BUSINESS DAY AFTER
IT WAS MAILED.
15. IF ANY PROVISION OF THIS AGREEMENT OR ANY PART THEREOF SHALL TO ANY EXTENT
BE FOUND AND DETERMINED TO BE INVALID, OR UNENFORCEABLE, IT SHALL BE
SEVERABLE FROM THIS AGREEMENT AND THE REMAINDER OF THIS AGREEMENT SHALL BE
CONSTRUED AS IF THE INVALID PROVISION OR PART THEREOF HAD BEEN DELETED FROM
THIS AGREEMENT.
16. THIS AGREEMENT AND ALL MATTERS ARISING HEREUNDER SHALL BE INTERPRETED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA.
17. THIS AGREEMENT SHALL ENURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES
AND THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND
PERMITTED ASSIGNS.
18. IN THIS AGREEMENT THE SINGULAR INCLUDES THE PLURAL AND VICE-VERSA; THE
MASCULINE INCLUDES THE FEMININE AND VICE-VERSA; ANY REFERENCE TO A PARTY
INCLUDES THAT PARTY'S HEIRS, EXECUTORS, ADMINISTRATORS AND PERMITTED
ASSIGNS, AND IN THE CASE OR A CORPORATION, ITS SUCCESSORS AND PERMITTED
ASSIGNS.
IN WITNESS WHEREOF THE PARTIES HERETO ENTERED INTO THIS AGREEMENT ON THE DATE
HEREINBEFORE SET OUT.
XXXXXXXXXXX.XXX INC.
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BY ITS AUTHORIZED SIGNATORY
SIGNED, SEALED AND DELIVERED BY
XXXXXX XXXXX
IN THE PRESENCE OF:
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SIGNATURE
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NAME
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ADDRESS
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OCCUPATION
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XXXXXX XXXXX
