EXHIBIT 10.15
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 6th day of April 2001,
BETWEEN:
STARNET COMMUNICATIONS INTERNATIONAL INC.,
a body corporate with its Head Office at
CIBC Centre, Old ▇▇▇▇▇▇ Road, St. ▇▇▇▇▇, Antigua, West Indies
(the "Company")
AND:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
(the "Executive")
WHEREAS:
A. The Company is in the business of developing and producing a
broad range of Internet technologies and services for gaming
applications to be delivered by the Company or its affiliates or
partner companies;
B. The Executive has asserted that he has the required knowledge and
experience to manage the affairs of the Company as its Chief
Executive Officer;
C. The Executive has asserted that he has done the due diligence he
deems necessary and that he will on a best efforts basis manage
the financial affairs of the Company including the development of
further capital investment for the Company.
D. The Executive has expressed a desire to be employed by the
Company as President and Chief Executive Officer, and the Company
wishes to engage the Executive in that capacity on a full time
basis effective April 9, 2001;
For their mutual, the parties have agreed to set out all of the terms and
conditions of their employment relationship in this employment agreement
(the "Agreement").
IN CONSIDERATION FOR the premises, and the mutual covenants and agreements
herein contained, the Company and the Executive have agreed that the terms
and conditions of their employment relationship shall be as follows:
1. EMPLOYMENT AND DUTIES
1.1 The Executive's responsibilities and duties shall include those items
outlined in the Position Profile attached as Schedule "A" to this
Agreement, and such other duties and responsibilities as may reasonably be
assigned to him from time to time by the Board of Directors of the Company
(the "Board") through its Chairman (the "Chairman"). The Executive
represents and warrants to the Company that he has the required skills and
experience to perform the duties and discharge the responsibilities
described in Schedule "A". The Executive shall faithfully and diligently
perform the duties and discharge the responsibilities assigned to him,
devoting his best efforts and full business time to the business and
interests of the Company.
1.2 While employed under this Agreement, the Executive shall not be
involved, directly or indirectly, and whether as principal, partner, agent,
shareholder (other than shareholdings of less than ten percent (10%) if
such shares are listed on a recognized exchange), officer, advisor,
employee or in any other manner whatsoever, in any other business,
enterprise or undertaking in competition with the Company, other than
managing his personal investments and finances and participating in
charitable activities which do not detract from the Executive fulfilling
his responsibilities and duties to the Company.
1.3 All policies regarding employment, required behaviour and similar
matters (collectively referred to as "Company Policies") published by the
Company and delivered to the Executive prior to or following this Agreement
are incorporated within this Agreement as though fully set forth in this
Agreement. The Executive agrees to be bound by and adhere to all such
Company Policies as presently exist or as may be hereafter issued or
modified by the Company. Without limiting the foregoing, the Executive
agrees to conduct business on behalf of the Company in a manner consistent
with proper and ethical business practices and consistent with the best
interests of the Company.
2. TERM OF EMPLOYMENT
2.1 The Executive's employment under this Agreement, shall commence on
April 9, 2001, and shall continue until terminated pursuant to the
provisions set out in Article 5 of this Agreement.
3. COMPENSATION
3.1 For the services rendered by the Executive under this Agreement, the
Company shall pay the Executive, less required statutory deductions,
a base annual salary ("Base Salary") and a discretionary annual bonus
dependent on the Company's financial performance and the Executive's
performance ("Profit Bonus") in the form of cash and/or share options
all as set out in Schedule "B" attached to this Agreement (all
elements of compensation hereafter collectively described as "Total
Compensation"). Base Salary and Profit
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Bonus shall be payable in accordance with current Company Policies.
Base Salary may be increased from time to time by the Board by
amendment to Schedule "B" in writing.
3.2 The Company has agreed, subject to the approval of the Company's Board
of Directors, to grant the Executive options to purchase the Company's
capital shares in those amounts and on those terms and conditions set
out in Schedule "B", which terms and conditions will be consistent
with the Company's Employees' and Directors' Equity Incentive Plan.
Notwithstanding the provisions of Schedule "B", no option shall vest
within 60 days of the date of this Agreement. All options will relate
to the Executive's period of employment commencing 60 days from the
date of this Agreement. For greater clarity, no option shall be
earned or relate to the period of employment for the first 60 days
from the date of this Agreement
3.3 The Executive and his dependents shall be entitled at the Company's
expense to such employee benefits generally provided from time to time to
full-time salaried employees of the Company, which at the time of making
this Agreement includes a health and welfare group benefit insurance plan
(the "Group Plan") providing extended medical, dental, vision,
pharmaceutical, accidental death & dismemberment, life insurance, short
term disability and long term disability coverages. It is understood and
agreed that the extent to which the Company may supply and pay the premiums
for such employee benefits are matters solely within the Company's
discretion and may be changed from time to time as the Company, in its
absolute discretion, may decide. In addition to the foregoing, the Company
shall provide its expense for the benefit of the Executive and his
dependents an executive health care program that will indemnify the
Executive and his dependents for all health care expenses on a worldwide basis.
3.4 The Company shall lease a luxury vehicle, selected by the Executive,
for the Executive's sole use during the first two years of this Agreement.
All expenses associated with that vehicle up to a maximum of US$2,000 and
including lease costs, registration, insurance and repairs, shall be paid
by the Company.
3.5 The Executive agrees and acknowledges that it is a bona fide
occupational qualification of his position with the Company that travel may
be required. The Company shall pay or reimburse the Executive for all
reasonable travel and entertainment expenses incurred by the Executive in
connection with the performance of his duties, subject to the approval of
the Company. The Executive shall only be entitled to reimbursement to the
extent that the Executive follows the reasonable procedures established by
the Company for reimbursement of such expenses which will include, but will
not necessarily be limited to, providing satisfactory evidence of such
expenditures. The Executive expressly agrees that said expenses are
incurred as part of the Executive's work for the Company and are not
compensation as set forth in paragraphs 3.1, 3.2 and 3.3.
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3.6 If the Company requires the Executive to relocate to Antigua, it shall
indemnify the Executive for his expenses for him and his family in their
entirety.
3.7 The Company shall pay for all costs related to obtaining and
maintaining the Executive's permanent resident status in Antigua throughout
the term of the Agreement but in any event for not less than two years.
4. VACATION
4.1 The Executive shall receive an annual paid vacation of four weeks.
Such vacation entitlement will accrue to the Executive at the start of each
fiscal year and shall be pro-rated in the years in which the Executive's
employment pursuant to this Agreement begins and terminates. The
Executive's vacation will be scheduled in consultation with the Chairman so
that it will synchronize with the overall staffing needs of the Company.
5. TERMINATION WITH CAUSE, BY DISABILITY OR BY THE EXECUTIVE
5.1 The Company may terminate the Executive's employment at any time
without prior notice, pay in lieu of notice or severance compensation of
any kind, with the prior written consent of the Executive or if the Company
has just cause for termination. It is agreed that just cause includes any
material and intentional breach by the Executive of the terms of this
Agreement and any conduct which constitutes just cause for summary
dismissal under the law.
5.2 This Agreement and the employment of the Executive by the Company
shall terminate upon the death of the Executive, upon the Executive
becoming disabled (as defined below) or upon the Executive reaching the age
of 65 years. For the purposes of this agreement, "Disabled" shall mean
that the Executive shall have qualified for and be receiving benefits under
the Company's long-term disability insurance plan.
5.3 In the event of the termination of the Executive's employment and this
Agreement pursuant to paragraph 5.2, the Company:
(i) subject to paragraph (ii), will not be required or liable to pay
the Executive, his estate or any benefit plan insurer any
compensation beyond the Base Salary, Profit Bonus, unused
vacation pay, and Group Plan premiums accrued due and owing under
this Agreement as at the date of death;
(ii) will accelerate the exercise dates pursuant to any stock option
agreements between the Executive and the Company, whether or not
those options were vested on the date of termination, and will
honour any such share options which are exercised by the
Executive or the
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executors, administrators or representatives of the estate of the
Executive within one (1) year of the Executive's termination.
5.4 The Executive may terminate his employment by giving the Company no
less than one month's written notice of termination. In such event, the
Company will not be required or liable to pay the Executive or any benefit
plan insurer any compensation or benefit premiums beyond those which are
accrued due and owing under this Agreement as at the effective date of
termination.
6. CHANGE OF CONTROL OR TERMINATION WITHOUT JUST CAUSE
6.1 "ACTING IN CONCERT" has the meaning given to such phrase by Section 91
of the Securities Act (Ontario), or any replacement section, and includes
the successful solicitation of proxies for the election of a slate of the
Company's directors, other than the slate of directors proposed by the
Company's management which results in such slate being elected as the
Company's directors.
6.2 "CHANGE OF CONTROL" means:
(i) where a Person (which term has the meaning ascribed in paragraph
9.1(c)) or group of Persons Acting in Concert acquires ownership
or control of that percentage of the outstanding shares of the
Company carrying voting rights which confer on the holder or
holders thereof the right to elect at least the majority of the
Board; or
(ii) where more than 50.1% of the voting shares are acquired by a
person, or group of persons, who were not shareholders of the
Company as of April 9, 2001 through a single transaction or
series of transactions; or
(iii) where less than a majority of the nominees of the Company are
elected to the Board at any shareholders' meeting at which an
election of directors takes place; or
(iv) the sale, lease or transfer of all or substantially all of the
Company's assets to any other Person or Persons, except for the
company's present undertaking to redomicile the company to the
United Kingdom; or
(v) the entering into of a merger, amalgamation, arrangement or other
reorganization by the Company with another unrelated corporation;
other than any merger with WorldGaming Plc that is completed on
or before September 1, 2001.
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6.3 "CONSTRUCTIVE DISMISSAL" means any adverse material change, without
the Executive's prior written consent, in the duties or responsibilities
set out in Schedule "A" or in the compensation set out in Schedule "B".
6.4 "SERVICE PERIOD" means the sum of One (1) plus 0.0833 for each year of
completed service by the Executive pursuant to this Agreement, but in no
event shall the Service Period exceed two (2).
6.5 "TERMINATION DATE" means the effective last day of the Executive's
employment when this Agreement is terminated pursuant to any paragraph of
this Article.
6.6 In the event that:
(a) the Company terminates the employment of the Executive without
just cause or if such employment is terminated by the resignation
of the Executive which resignation has been required by the
Company without cause, or if the Executive is terminated through
constructive dismissal, each such termination being herein
referred to as "Company Termination"; or
(b) a Change of Control occurs and in the further event that:
(i) the Executive's employment with the Company is subsequently
or contemporaneously terminated by the Company; or
(ii) the Executive in his absolute and unfettered discretion
elects, within six (6) months of the date of a Change of
Control, to terminate the Executive's employment;
then the Company agrees to:
(c) pay to the Executive within one (1) month following the
Termination Date, or at such other time as is mutually agreed
upon in writing between the Company and the Executive, a
settlement payment equal to the total of:
(i) an amount equal to the product of the Base Salary to which
the Executive was entitled at the Termination Date
multiplied by the Service Period; plus
(ii) an amount equal to the product of the Company's monthly
premium contributions paid on behalf of the Executive
immediately prior to the Termination Date relating to the
Group Plan multiplied by twelve and by the Service Period; plus
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(iii) an amount equal to the product of the aggregate of all
bonuses which the Executive received, or was entitled to
receive, from the Company during, or referable to, the
twelve (12) months immediately prior to the Termination
Date, multiplied by the Service Period.
(d) assign in favour of the Executive or the Executive's nominee, all
rights and interests in any leases of any vehicle(s) currently
available to the Executive; and undertake, and the Company does
hereby undertake, to obtain any and all releases from the
appropriate leasing companies or agents and to pay any and all
outstanding invoices to the said leasing companies or agents in
order that the Executive may be fully entitled to all benefits
under the said lease(s) without any obligation by the Executive
to the leasing companies or agents, excluding the payment of any
amounts necessary to convey title in the vehicle(s) to the
Executive upon completion of the term(s) of the lease(s);
(e) accelerate the exercise dates pursuant to any stock option
agreements between the Executive and the Company (the "Option
Agreement") to allow the Executive to exercise the options to
purchase shares granted thereby, whether or not those options are
vested at the Termination Date, within one year of the
Termination Date. In the event that any of the terms of such
option are not ascertainable or in the event that applicable
securities legislation precludes the acceleration of the exercise
dates in the manner described herein, the Company agrees to
compensate the Executive by way of a cash payment with that
amount of money which the Executive would have been entitled to
if he had exercised any such option on the Termination Date at
the price pursuant to the Option Agreement and sold the
securities on The Toronto Stock Exchange at the highest trading
price during the one year immediately following the Termination
Date on which the subject securities were traded. In the event
that such average trading price does not exceed the exercise
price no compensation is payable by either party with respect to
the Option Agreement.
6.7 In the event that the Executive determines that he has been subjected
to constructive dismissal he shall provide with six (6) months of the event
or events giving rise to the constructive dismissal a written notice to the
Company to that effect, specifying the matters constituting constructive
dismissal, and notifying the Company of his election to treat his
employment as being terminated as a result.
6.8 If the Executive's employment is terminated pursuant to this Article,
the Executive will accept the payments and options stipulated, in full
and final satisfaction and accord of any and all claims which the
Executive has or may have for compensation resulting from, arising out
of or connected with the termination of this Agreement and his
employment with the Company. It is
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understood and agreed that such payments will serve to release and
forever discharge the Company, its Executives, directors,
predecessors, successors and assigns from any and all manner of
claims, complaints, actions, causes of action, damages, costs and
expenses which the Executive then has or may have at common law, in
equity or under statute.
7. DUTY TO MITIGATE
The Executive shall in no circumstances whatsoever be under any duty
to mitigate the Executive's losses with respect to the termination of the
Executive's employment with the Company, regardless of the cause of that
termination or whether that termination is initiated by the Company or the
Executive.
8. SUBSEQUENT EMPLOYMENT
The Executive shall not be bound in any manner whatsoever to rebate to
the Company nor to forgive any claim against the Company with respect to
any amounts or benefits payable hereunder in the event of the Executive's
subsequent re-employment in any manner whatsoever.
9. NON-DISCLOSURE AND CONFIDENTIALITY
9.1 In this Article 9:
(a) "Confidential Information" means all information, data, facts,
knowledge, plans, feasibility studies, approvals, business
projections, trade secrets and know-how (whether or not reduced
to writing or stored in electronic form) in any way concerning or
relating to the business of the Company which is not in the
public domain and which in any way has been or may be
communicated to the Executive by the Company under this Agreement
or is acquired by, or learned of by the Executive Confidant,
either directly or indirectly, from the Company.
(b) "Confidant Group" means directors, officers, employees, agents
and advisors of the Company and its affiliates and their
respective directors, officers, employees, agents and advisors;
(c) "Person" shall be interpreted broadly to mean any corporate
entity, association, proprietorship, group, joint venture,
partnership or individual.
9.2 The Executive acknowledges that the Confidential Information is and
will remain the sole and exclusive property of the Company and agrees
that he will at all times keep all Confidential Information in the
strictest confidence, will
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hold all Confidential Information in trust for the Company; and will
not at any time directly, indirectly or in any other manner:
(a) reproduce, exploit or disclose the Confidential Information, in
whole or in part, to or for any Person;
(b) publish, or in any way participate or assist in the publishing
of, any Confidential Information; or
(c) utilize any Confidential Information, except as provided below in
Article 9.4 of this Agreement.
9.3 If the Company requests the return of any Confidential Information,
the Executive will immediately:
(a) return all Confidential Information to the Company and will not
retain any reproductions or extracts of the Confidential
Information for any purpose; and
(b) destroy all documents, memoranda, notes and records prepared by
the Executive based on or arising from the Confidential
Information and certify such destruction to the Company in a form
reasonably satisfactory to the Company.
9.4 The Executive may disclose Confidential Information only in the
following limited circumstances:
(a) to a Person who has entered into a non-disclosure and
confidentiality agreement with the Company in substantially the
same form as this Agreement;
(b) to a member of the Confidant Group who is directly involved and
needs to know the contents of the Confidential Information in
order to analyze and evaluate the Company's business, who has
been provided with a copy of this Agreement by the Executive and
who has acknowledged in writing that he is bound by the terms of
the Agreement;
(c) if required by law to disclose Confidential Information, in which
case the Executive will first seek agreement with the Company on
the form of the disclosure prior to its being made; or
(d) with the prior written permission of the Company.
9.5 Notwithstanding anything to the contrary, the provisions of this
Agreement shall not apply to the following Confidential Information:
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(a) Confidential Information which at the time of disclosure is
already in the public domain;
(b) Confidential Information which, after disclosure, is published or
otherwise becomes part of the public domain through no fault of
the Executive;
(c) Confidential Information which was already in the Executive's
possession at the time of disclosure and was not acquired,
directly or indirectly, from the Company; or
(d) Confidential Information which the Executive received from a
third person who did not acquire it, directly or indirectly, from
the Company and who did not require the Executive to hold it in
confidence.
9.6 The Executive:
(a) acknowledges that the success, profitability and competitive
position of the Company requires that strict confidentiality be
maintained at all times with respect to all Confidential
Information, and that any breach of such confidentiality is
capable of causing substantial damage to the Company;
(b) acknowledges and agrees that a breach by him of any of the
covenants contained in the above paragraphs 9.2, 9.3, or 9.4 of
this Agreement would result in irreparable harm to the business
carried on by the Company, such that the Company could not be
adequately compensated for such harm by an award of damages.
Accordingly, the Executive agrees that in the event of any such
breach, in addition to all other remedies available to the
Company at law or in equity, the Company shall be entitled as a
matter of right to obtain from a Court of competent jurisdiction
such relief by way of restraining order, injunction, decree or
otherwise as may be appropriate to ensure compliance with the
provisions of paragraphs 9.2, 9.3, and 9.4 of this Agreement.
9.7 The covenants contained in this Article 9 of this Agreement shall
remain in full force and effect, together with the Company's right to
enforce such covenants and recover damages in the event of a breach of any
such covenants, notwithstanding the termination of the Executive's
employment with the Company.
10. RESTRICTIVE COVENANTS
10.1 The Executive agrees that following termination of this Agreement, for
a period of twelve (12) months, the Executive will not individually or in
partnership or in conjunction with any person, association, syndicate,
partnership, firm, company,
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corporation or other business enterprise, whether as principal, partner,
agent, shareholder, officer, advisor, employee or in any other manner
whatsoever:
(a) except for the benefit of the Company or its subsidiaries or its
affiliates, solicit any clients or customers of the Company or
its subsidiaries with whom he has dealt in the course of being
engaged in the business of the Company or its subsidiaries (as
such business, as a whole, is being conducted at the time of
termination);
(b) carry on or engage in any business which competes directly or
indirectly with the Company or its subsidiaries (as such
business, as a whole, is being conducted at the time of
termination);
(c) offer his services to or participate in any way with any company,
partnership or other organization which competes directly or
indirectly with the Company or any of its subsidiaries (as such
business, as a whole, is being conducted at the time of
termination); or
(d) solicit or intend to solicit, interfere with or endeavour to
procure, recruit, entice or advise the Company's employees away
from the Company for any reason, including, but not limited to,
other employment opportunities existing or contemplated and
within the knowledge of the Executive.
10.2 The Executive acknowledges that he has extensive knowledge of all the
services and products proposed or to be provided by, and the present
customers and clients of, the Company and its subsidiaries and therefore
fully understands and accepts the scope of the restraints on his activities
set out above as being necessary, reasonable and fundamental to the
protection of the competitive advantage of the Company in its business, its
trade secrets, confidential information and goodwill, while at the same
time do not place undue restrictions on his ability to utilize at the
conclusion of his employment, the knowledge and skills gained by him while
employed by the Company.
10.3 The Executive acknowledges and agrees that a breach by him of any of
the covenants contained in paragraphs 10.1 or 10.2 of this Agreement would
result in irreparable harm to the business carried on by the Company, such
that the Company could not be adequately compensated for such harm by an
award of damages. Accordingly, the Executive agrees that in the event of
any such breach, in addition to all other remedies available to the Company
at law or in equity, the Company shall be entitled as a matter of right to
obtain from a Court of competent jurisdiction such relief by way of
restraining order, injunction, decree or otherwise as may be appropriate to
ensure compliance with the provisions of paragraphs 10.1 and 10.2 of this
Agreement.
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10.4 The Company and the Executive acknowledge that the covenants made in
section 10.1 of this Agreement are made in recognition of the Executive's
specific knowledge of the Company's business and of the fact that the
Company intends to carry on its business throughout the geographic area
specified therein. If any of such covenants shall be held to be
unreasonable by a Court of competent jurisdiction by reason of the area,
duration or type or scope of service, then said covenant shall be given
effect in such reduced form as may be decided or directed by such Court.
Notwithstanding the foregoing, if any portion of such covenant should be
declared to be unenforceable or invalid for any reason whatsoever, such
declaration shall be severable from this Agreement and shall not affect the
enforceability or validity of the remaining portions of such covenant.
11. ENTIRE AGREEMENT
11.1 The terms of this Agreement may be amended or supplemented by those
terms as may be set out in Schedule B. To the extent that there is an
inconsistency between this Agreement and Schedule B, the terms and
conditions contained in Schedule B shall prevail.
11.2 This Agreement, and any policies and Schedules, referred to herein
constitute the complete and entire agreement between the Executive and the
Company concerning the employment of the Executive and, as of the date this
Agreement is executed, replace and supersede any and all prior agreements,
written or oral, between the Executive and the Company or any of its
predecessors or affiliates relating thereto. Except as specifically set
forth in this Agreement, neither party makes any representation or
warranty, express or implied, statutory or otherwise, to the other.
11.3 No waiver or modification of this Agreement or any covenant, condition
or restriction herein contained shall be valid unless executed in writing
by both the Company and the Executive.
12. CONSIDERATION
12.1 The parties acknowledge and agree that this Agreement has been
executed by each of them in consideration of the mutual promises and
covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged.
12.2 The parties hereby waive any and all defences relating to an alleged
failure or lack of consideration in connection with this Agreement.
12.3 In the event that this Agreement provides a lesser benefit to the
Executive than the minimum standard contained in any applicable
legislation, the minimum standard contained in the legislation shall
prevail to the extent of such inconsistency.
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13. NOTICE
13.1 Any notice required to be given under this Agreement shall be
sufficiently given if delivered by hand or sent by registered mail to the
Executive at:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇.
and to the Company at:
CIBC Centre, Old ▇▇▇▇▇▇ Road, P.O. Box 3265, St. ▇▇▇▇▇, Antigua, West Indies.
14. SEVERABILITY
14.1 All paragraphs and covenants contained in this Agreement are
severable, and in the event that any of them shall be held to be invalid,
unenforceable or void by a court or tribunal of competent jurisdiction,
such paragraphs or covenants shall be severed and the remainder of this
Agreement shall remain in full force and effect.
15. INTERPRETATION
15.1 Headings are included in this Agreement for convenience of reference
only and do not form part of this Agreement.
16. GOVERNING LAW
16.1 This Agreement shall be governed by the laws of Antigua, West Indies
and the parties irrevocably attorn to the courts of that jurisdiction.
17. ENUREMENT
17.1 The provisions of this Agreement shall be binding upon the Executive,
his heirs, executors, administrators, successors and assigns, and shall
enure to the benefit of the Company, its successors and assigns.
18. ASSIGNMENT
18.1 This Agreement may not be assigned by either party.
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19. INDEPENDENT LEGAL ADVICE
19.1 By the execution of this Agreement, the Executive acknowledges that he
has received independent legal advice with regard to all of the terms and
conditions set forth herein. Should the Executive waive independent legal
advice, he acknowledges that the Executive does so of his own free will,
free of any duress, unconscionability, or such other factor as may be
applicable. If the Executive waives independent legal advice, the
Executive acknowledges same by affixing his initials next to this clause.
IN WITNESS WHEREOF this Agreement has been executed by the parties as
of the day, month and year first above written.
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Witness Signature
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Witness Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Address
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Occupation
STARNET COMMUNICATIONS
INTERNATIONAL INC.
by its authorized signatory
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▇▇▇▇ ▇▇▇▇▇▇
Chairman of the Board
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SCHEDULE "A"
POSITION PROFILE FOR ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
The Executive's title shall be President and Chief Executive Officer. As
a senior officer and executive of the Company, the Executive shall report
directly to the Chairman of the Board of Directors and/or the Executive
Committee of the Board of Directors. As the Chief Executive Officer, this
Executive will be accountable for all other Executives and Officers and for
setting the direction of the Company and executing as appropriate.
The Executive shall be responsible for financial management and for raising
the funds required by the company for its re-launch, as well as for
stabilizing and expansion activities. The Executive is also responsible for
recruiting well established senior individuals to the Board of Directors
who can assist the Company with its financing activities.
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SCHEDULE "B"
(Additional Terms - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇)
1. BASE SALARY AS AT APRIL 9, 2001: US$300,000/annum
2. BASE SALARY AS AT JULY 9, 2001: US$350,000/annum
3. PROFIT BONUS: up to 100% of Base Salary, as determined
approved by the Board of Directors.
4. OPTIONS AS AT APRIL 9, 2001: 1,200,000 base options, to vest 60 days from
date of employment, at $0.31, subject to a
6 month hold requirement upon exercise
5. ADDITIONAL OPTIONS 1,200,000 options, to vest in 22 equal
tranches of 54,545 options, monthly over the
22 month period commencing June 9, 2001, at
the following exercise prices
First 200,000 options share price in effect
on March 29, 2001
Second 200,000 options $1.25
Third 200,000 options $2.25
Fourth 200,000 options $4.25
Fifth 200,000 options $6.25
Sixth 200,000 options $8.25
6. BONUS OPTIONS AS AT APRIL 30, 2003: 400,000 bonus options, vested on
April 30, 2003, at the closing market
price on March 31, 2003
7. ADDITIONAL SHARES: If the Company issues additional shares
from treasury, the executive shall be
immediately given options to acquire 7% of
all such shares at the closing market
price on the dates of any such issuance.
8. ALLOWANCES In accordance with Company Policies for its
Executives - up to $2,000/month for a vehicle
leased by the Company and an additional
$4,000/month housing allowance to be utilized
in the Executive's discretion for housing
in Vancouver and/or Antigua.
9. DIRECTORSHIP The Company shall use its best efforts to
have the Executive appointed to its Board of
Directors throughout the term of this Agreement,
and shall in any event include the
Executive as a member of any slate for the
Board of Directors proposed by the Company.
10. AUDITORS: The Board of Directors Company shall use its
best efforts to ensure that its auditors be
chosen from among the "Big Five"
international accounting firms.
