EMPLOYMENT AGREEMENT
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THIS AGREEMENT made as of the 11th day of October, 2002
BETWEEN:
Xxxxxxxxxxxx.xxx, Inc. ("IPYC") a body corporate
incorporated under the laws of the state
Wyoming, having offices in the City of Windsor,
in the Province of Ontario, (hereinafter
collectively called the "Corporation")
OF THE FIRST PART
- and -
Xxxxxx X. Xxxxxxxx Xx., an individual residing
in the City of Calgary, in the Province of
Alberta (hereinafter called the "Employee")
OF THE SECOND PART
WHEREAS the Corporation wishes to retain the services of the Employee
in the capacity of Interim Chief Executive Officer of the Corporation, to assist
in the furtherance of its Business activities as hereinafter defined;
AND WHEREAS IPYC agreed in respect to the claims of the Employee
hereunder referred to herein as the Corporation;
AND WHEREAS the Corporation and the Employee have agreed that their
relationship will be governed by the terms and conditions of this Employment
Agreement (hereinafter the "Agreement");
AND WHEREAS as of the effective date of this Agreement the Business
activities will be performed by the Employee in respect to IPYC;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
provision of services by the Employee to the Corporation, and the employment of
the Employee by the Corporation, and for other good and valuable consideration,
the Parties hereto agree as follows
Article I
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EMPLOYMENT OF EMPLOYEE
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1.1 The Corporation agrees to employ the Employee as the Interim Chief
Executive Officer of the Corporation, and the Employee agrees to accept such
employment, all in accordance with the terms and conditions of this Agreement.
1.2 The parties hereto agree that the relationship between the Corporation
and the Employee is that of employer and employee.
Article II
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TERM OF AGREEMENT
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12.1 The Term of this Agreement shall be for an indefinite period from the
Effective Date, unless earlier terminated by the Corporation or the Employee
pursuant to the terms and conditions of this Agreement.
Article III
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DUTIES OF EMPLOYEE
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3.1 The Employee shall, during the Term of this Agreement:
a) perform the duties and responsibilities of the Chief Executive
Officer of the Corporation as described below:
1.) Establish a search committee to hire and build a new
management team.
a.) New Chief Executive Officer
b.) New President
c.) New Chief Financial Officer
d.) New Chief Technology Officer
e.) New Vice President of Sale and Marketing
2.) Recruit five separate and new board members to review
and establish a new direction for IPYC. The new Board
members shall establish an executive compensation
committee, audit committee and direction and review
committee.
3.) Affect a resolution to ensure a reverse split cannot be
effective for twelve months from the commencement of
this agreement.
4.) Shall be responsible for completing and maintaining
necessary reporting requirement under rule 6530 and 6540
of Security and Exchange Act.
5.) Affect an undertaking to extinguish all outstanding
debts of the Company.
6.) Hire the necessary Investment Banker, Consultants
necessary to complete a funding plan based upon the new
direction of the company.
a.) Funding plan to have three plan interim
financing, development financing, and major
financing. Interim funding should range from
$300-400,000 USD. Development financing shall be
between $1,000,000 to $3,000,000 USD. Major
financing shall be determined in the future.
b.) Hire a certified financial analyst to review and
evaluate the business plan established under the
new Management.
ARTICLE IV
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REMUNERATION
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12.1 During the term of this Agreement, subject to being amended up words as
hereinafter provided, the Corporation shall pay to the Employee a salary of
$60,000 the year one, $65,000 year two, and $70,000 year three in USD (the "Base
Salary") being in the Base Salary of Employee under the heading "Base Salary" as
of the effective date of this Agreement, less required statutory deductions,
payable in equal semi-monthly installments in such a manner as the parties may
mutually agree. The Employee's Base Salary will be reviewed annually by the
Board of Directors of the Corporation, and may be increased at the sole
discretion of the Board of Directors, based upon such factors as the Board of
Directors in its sole discretion determines are relevant, which factors may
include the performance of the Corporation and the Employee compensation
arrangements of other corporations of a similar size engaged in a similar
Business to that of the Corporation in Canada.
12.2 The Employee may also be granted a performance bonus from time to time
on terms and conditions, and in an amount to be determined by the Board of
Directors of the Corporation, in its sole discretion. Subject to the foregoing
terms, the Board of Directors shall exercise its discretion reasonably.
12.3 The Corporation shall reimburse the Employee for all reasonable
out-of-pocket expenses incurred in the performance of his or her employment
duties under this Agreement, including, without limiting the generality of the
foregoing, all travel and promotional expenses payable or incurred by the
Employee in connection with the performance of his or her employment duties. All
payments or reimbursements of expenses shall be subject to the submission by the
Employee of appropriate vouchers, bills and receipts.
12.4 Upon termination of this Agreement for any reason, the Employee shall be
entitled to receive any Remuneration earned up to the Termination Date, in
addition to any other severance or termination payment which is payable under
the terms of this Agreement
Article V
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BENEFITS
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12.1 The Employee shall be entitled to receive the standard benefits offered
by the Corporation, subject to the terms and conditions of any applicable
benefit plan, as may be amended by the Corporation at its sole discretion from
time to time.
Article VI
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STOCK
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12.1 The Employee shall be granted 150,000 Rule 144 shares per quarter in the
Corporation at the beginning of each quarter and at the end of twelve quarters a
bonus of 250,000 Rule 144 shares if still employed by Corporation. In addition,
any stock options granted to the Employee shall be subject to the terms and
conditions of the Corporation's stock option plan.
12.2 The Employee shall receive 6,000,000 Class B Super Voting Right Shares
as incentive. Each Class B Share shall receive 10 votes per share and have no
cash value. Each Class B share may not be sold or transferred except to the
Employee's immediate family in the event of death.
Article VII
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VACATION
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12.1 The Employee shall be entitled to an annual vacation of 2 weeks.
Vacation may be taken in such a manner and at such times as the Employee and the
Corporation mutually agree. Effective January 1, 2003, the Employee shall be
entitled to an annual vacation of 3 weeks.
Article VIII
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TERMINATION BY CORPORATION
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12.1 The Corporation shall be entitled to terminate this Agreement and the
Employee's employment with the Corporation:
(a) at any time, for any reason, upon written Notice to the
Employee, in which case:
(i) the Corporation shall pay to the Employee a lump sum
retiring allowance ("Retiring Allowance") equal to the
Monthly Remuneration immediately prior to the
Termination Date, multiplied by 1/2, in full and final
settlement of any claims by the Employee against the
Corporation or any Related Corporation, arising out of
or in any way connected with the Employee's employment
with the Corporation or the termination of the
Employee's employment with the Corporation, whether at
common law or under the provision of any statute or
regulation, or pursuant to any agreement between the
Parties;
(ii) the Employee's right to receive the payment under this
Article 9.1(a) shall not be subject to any duty to
mitigate, nor affected by any actual mitigation by the
obligation of the Corporation or the directors to make
payments under this Article 9.1(a) shall be subject to
any and all withholdings and deductions required to be
made by the Corporation by law, subject to the
Corporation that the Employee shall have the right, at
the option of the Employee , (A) to receive such
Retiring Allowance in a lump sum within 30 days
following the Termination Date, or (B) to receive such
Retiring Allowance in 12 equal consecutive monthly
installments commencing the month immediately following
the Termination Date, together with interest on the
unpaid balance at the interest rate that the Corporation
could obtain on 90 day Canada Treasury Bills at the
close of market on the first business day of each month,
or (C) to receive such Retirement Allowance in 24 equal
consecutive monthly payments commencing the Termination
Date together with interest on the unpaid balanced at
the interest rate that the Corporation could obtain on
90 day Canada Treasury Bills at the close of market on
the first business day of each month, or (D) to transfer
such portion of the Retirement Allowance to a qualified
deferred income tax shelter plan proposed by the
Employee, or other plan by the employee to receive the
Retiring Allowance in a tax effective manner, providing
such proposals be in compliance with the provisions of
the Income Tax Act (Canada) and the regulations
thereunder, and then receive the balance as allowed per
his election under A, B, or C of this Article
9.1(a)(iv);
Article IX
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TERMINATION BY EMPLOYEE
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12.1 The Employee may terminate this Agreement and his employment with the
Corporation by providing 30 days' prior written Notice to the Corporation. Upon
receipt of such Notice of termination by the Employee, the Corporation shall
only be required to pay the Employee any Remuneration, and provide the Employee
with any Benefits, earned up to the Termination Date
12.2 In the event that the Employee's employment is terminated with the
Corporation in strict accordance with Article 10.2, and only in that event:
(a) the Corporation shall pay to the Employee the Retiring Allowance
and other amounts stipulated in Article 8.1(a) of this
Agreement, in full and final settlement of any claims by the
Employee against the Corporation or any Related Corporation,
arising out of or in any way connected with the Employee's
employment with the Corporation or the termination of the
Employee's employment with the Corporation, whether at common
law or under the provision of any statute or regulation, or
pursuant to the terms of any agreement between the Parties;
12.3 the Employee's right to receive the payment under this Article 10.3
shall not be subject to any duty to mitigate, nor affected by any actual
mitigation by the Employee.
Article X
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NOTICES
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12.1 Any Notice required to be given hereunder may be provided by personal
delivery, by registered mail or by facsimile to the Parties hereto at the
following addresses:
To the Corporation:
Xxxxxxxxxxxx.xxx, Inc.
000-000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxx Xxxxxx
Fax: (000) 000-0000
To the Employee:
Xxxxxx X. Xxxxxxxx Xx.
000 Xx. Xxxxxxx Xxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Fax: (000) 000-0000
Any Notice, direction or other instrument shall, if delivered, be deemed to have
been given and received on the business day on which it was so delivered, and if
not a business day, then on the business day next following the day of delivery,
and, if mailed, shall be deemed to have been given and received on the fifth day
following the day on which it was so mailed, and, if sent by facsimile
transmission, shall be deemed to have been given and received on the next
business day following the day it was sent.
12.2 Either Party may change its address for Notice in the aforesaid manner.
Article XI
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GENERAL
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12.1 Time shall be of the essence in this Agreement.
12.2 This Agreement shall be construed and enforced in accordance with the
laws of the Province of Alberta, and subject to the provisions of Article 16.11
of this Agreement, the Parties hereby attorn to the jurisdiction of the Alberta
Courts. Should any provision in this Agreement fail to comply with the
requirements of the Alberta Employment Standards Code or the Alberta Human
Rights, Citizenship and Multiculturalism Act, as amended, or other applicable
legislation, the Agreement shall be interpreted and construed in accordance with
those statutory requirements.
12.3 This Agreement and any other agreements expressly incorporated by
reference herein, constitute the entire agreement between the Parties with
respect to the subject matter hereof, and supercede and replace any and all
prior agreements, undertakings, representations or negotiations pertaining to
the subject matter of this Agreement. The Parties agree that they have not
relied upon any verbal statements, representations, warranties or undertakings
in order to enter into this Agreement. In the event of a conflict between this
Agreement and any other agreement expressly incorporated by reference herein,
the terms of this Agreement shall prevail.
12.4 This Agreement may not be amended or modified in any way except by
written instrument signed by the Parties hereto. In the event that the Parties
hereto wish to amend the terms of any of the Schedules annexed hereto, this
shall be done by way of a written amending agreement (the "Amending Agreement")
setting forth that the particular schedule or schedules being amended are
amended per the terms of the schedule (s) attached to the Amending Agreement,
but otherwise the terms of the Agreement will continue in full force and effect,
mutatis mutandis, and both parties will then sign the Amending Agreement, and
the Amending Agreement will then be attached to this Agreement and then each
page of the Agreement and the Amending Agreement shall then be dated and
initialed by the Parties hereto.
12.5 This Agreement shall endure to the benefit of and be binding upon the
Parties hereto, together with their personal representatives, successors and
permitted assigns.
12.6 This Agreement is a personal services agreement and may not be assigned
by either Party without the prior written consent of the other Party.
12.7 The waiver by either Party of any breach of the provisions of this
Agreement shall not operate or be construed as a waiver by that Party of any
other breach of the same or any other provision of this Agreement.
12.8 The Parties agree to execute and deliver such further and other
documents, and perform or cause to be performed such further and other acts and
things as may be necessary or desirable in order to give full force and effect
to this Agreement.
12.9 The Employee agrees that following the termination of the Employee's
employment with the Corporation for any reason, the Employee shall tender his or
her resignation from any position he or she may hold as an officer or director
of the Corporation or any Related Corporation.
12.10 Should any provision in this Agreement be found to be invalid, illegal
or unenforceable, the validity, legality or enforceability of the remaining
provisions of the Agreement shall not be affected or impaired thereby in any
way.
12.11 Any dispute concerning the rights or obligations of the Parties to this
Agreement, or concerning the interpretation, validity or enforcement of the
Agreement, shall be submitted to binding arbitration in Calgary, Alberta before
a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of
the arbitrator shall be final and binding on the Parties, and the successful
Party shall be entitled to receive its solicitor and client legal costs and
disbursements incurred in the arbitration.
Article XII
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REQUIREMENT OF EXISTING MANAGEMENT
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12.1 Xxxxx Xxxxxx shall resign his position as Director, President, Chief
Executive Officer, and Chief Financial Officer of IPYC effective upon the
commencement of the SEPARATION Agreements between IPYC and Xxxxx Xxxxxx.
12.2 Xxxxx Xxxxxxxxx shall resign his position as Chairman of the Board and
Secretary of IPYC effective upon the commencement of the SEPARATION Agreements
between IPYC and Xxxxx Xxxxxxxxx.
IN WITNESS WHEREOF the Parties hereto acknowledge and agree that they have read
and understand the terms of this Agreement, and that they have had an
opportunity to seek independent legal advice prior to entering into this
Agreement, and that they have executed this Agreement with full force and effect
from the date first written above.
Xxxxxxxxxxxx.xxx, Inc.
Per:________________________________
Director
Per:________________________________
Director
SIGNED, SEALED & DELIVERED
in the presence of:
____________________________________ ____________________________________
Witness Xxxxxx X. Xxxxxxxx Xx., Employee
