EMPLOYMENT AGREEMENT
This Employment Agreement (this Agreement) dated as of May 1, 1995 is made by
and between Xxxxx Xxxxxxxx (Xxxxxxxx) and Can Tech Investments Ltd. (Can Tech) a
Canadian corporation.
In consideration for their mutual promises and covenants and the terms and
conditions contained in this Agreement, Can Tech hereby offers and Xxxxxxxx
hereby accepts employment with Can Tech upon the terms and conditions set forth
herein.
AGREEMENT
1 Term; Termination of Employment.
1.1 The term of employment pursuant to this Agreement shall continue until
terminated by Can Tech of Xxxxxxxx in accordance with this Agreement.
Either party may terminate the employment as follows.
(a) Xxxxxxxx may terminate his employment at any time and for any reason
upon sixty (60) days prior written notice to Can Tech.
(b) Can Tech may terminate Carrigans employment at any time and for any
reason on 365 days prior written notice.
(c) Can Tech may terminate Carrigans employment for cause, if Xxxxxxxx has
failed to remedy the non-performance within a reasonable period after
written notice of any of material any non-performance has been given by
Can Tech to Xxxxxxxx to remedy any instance of material non-performance.
For purposes of the preceding sentence cause shall include, dishonesty
fraud, conviction or confession of an indictable offence or of a crime
involving moral turpitude, destruction or theft of Can Techs property,
physical attack resulting in injury to a fellow employee, intoxication at
work, use of narcotics or alcohol to an extent which impair the
performance of duties, willful malfeasance or gross negligence use of
narcotics or alcohol to an extent which impairs duties, misconduct
materially injurious to Can Tech, or any breach or threatened breach of
this Agreement.
1.2 If Carrigans employment is terminated, he shall continue to be bound by the
terms of paragraphs 5 and 6 of this Agreement.
2 Powers, Duties, Responsibilities.
Xxxxxxxx shall hold the offices of Director, President, Chief Operating Officer
and Chief Executive Office of Can Tech and shall have the power and authority
commensurate with those offices and shall have responsibilities and shall carry
out the duties and responsibilities commensurate with those offices along with
such other reasonable duties as assigned by the Board of Directors of Can Tech
from time to time.
3 Compensation.
3.1 Can Tech shall pay to Xxxxxxxx:
(a) a salary of $5,000 per month until January 31, 1996;
(b) a salary of $8,000 per month from February 1, 1996 through July 31,
1996; and
(c) thereafter, a salary, payable monthly, which is equal to that paid to
individuals with similar duties and responsibilities in other
corporations with similar revenues in the manufacturing industry in but
which salary shall, in any event, not be less than $10,000 per month.
3.2 As additional compensation Xxxxxxxx shall receive the following benefits:
(a) the exclusive use of a late model automobile provided by Can Tech and
all operating, maintenance, repair and insurance costs in connection
with the automobile shall be paid by Can Tech;
(b) any and all medical, prescriptions, dental and visual coverage, all
life and accidental death and disability insurance available to
employees of Can Tech or any affiliate of Can Tech;
(c) paid vacation benefit of 4 weeks per year subject to the normal
policies and procedures established by Can Tech from time to time;
(d) Clue dues and/or fees of not less than $2,000 per year;
(e) Commencing in 1997, and in each year thereafter, an annual contribution
of $13,500 or such greater or lesser amount as is equal to the maximum
contribution Xxxxxxxx is permitted to make in that applicable year to
Carrigans RRSP plus an annual cash bonus sufficient to offset the
income taxes on said contribution;
(f) Xxxxxxxx shall be entitled to participate in any and all stock option
plans established by Can Tech on such basis which is commensurate with
his position as the senior officer of Can Tech; and
(g) Xxxxxxxx shall be entitled to participate in any and all bonus programs
as established by the Board of Directors of Can Tech from time to time.
4 Benefits.
Xxxxxxxx shall participate fully in all other benefits provided by Can Tech to
its employees.
5 Covenant Not to Compete.
In consideration for the employment granted to him by this Agreement, Xxxxxxxx
agrees that he will not directly or indirectly compete with Can Tech during the
term of his employment with Can Tech, or for a period of two (2) years from the
date on which his employment with Can Tech terminates. This covenant not to
compete shall include all geographical areas in which Can Tech is actively
marketing products as of the termination date and shall prohibit the following
activities:
(a)design, develop, manufacture, produce, sell, market, solicit or accept
orders with regard to any product, concept, or business line which is
directly competitive with any aspect of the business of Can Tech as
conducted as of the termination date, whether or not using and
Confidential Information (as defined below);
(b)anywhere in the world where Can Tech is actively marketing products or
services as of the date of termination of employment, have any business
dealings or contacts except those which demonstrably do not relate to
or compete with the business or interests of Can Tech; or
(c)be an employee, employer, consultant, officer, director, partner,
trustee, or shareholder of more than 10% of the outstanding common
stock of any person or entity that does any of the activities just
listed.
The foregoing restrictive covenant shall not be considered to be breached by
reason only of Xxxxxxxx holding any shares of a corporation where such shares
are publicly traded.
6. Ownership of Technology; Confidentiality.
Xxxxxxxx recognizes and acknowledges that during the course of his employment he
will have access to certain information not generally known to the public,
relating to the products, sales or business of Can Tech, which may include
without limitation software, literature, data programs, customer or contact
lists, sources of supply, prospects or projections, manufacturing techniques,
processes, formulas, research or experimental work, work in process, trade
secrets or any other proprietary or confidential matter (collectively, the
Confidential Information). Xxxxxxxx recognizes and acknowledges that this
Confidential Information constitutes a valuable, special and unique asset of
access to and knowledge of which are essential to the performance of Xxxxxxxx'x
Duties. Xxxxxxxx acknowledges and agrees that all
such Confidential Information, including without limitation that which he
conceives or develops, either alone or with others, at any time during his
employment Can Tech, is and shall remain the exclusive property of Can Tech.
Xxxxxxxx further recognizes, acknowledges and agrees that in order to enable Can
Tech to perform services for its customers or clients, such customers or clients
may furnish to Can Tech Confidential Information concerning their business
affairs, property, methods of operation or other data, that the goodwill
afforded to Can Tech depends upon Can Tech and its employees preserving the
confidentiality of such information, and that such information shall be treated
as Confidential Information of Can Tech for all purposes under this Agreement.
6.1 Non-Disclosure. Xxxxxxxx agrees that, except as directed by Can Tech,
Xxxxxxxx will not at any time, whether during or after his employment
with Can Tech, use or disclosure to any person for any purpose other
than for the benefit of Can Tech any Confidential Information, or
permit any person to use, examine and/or make copies of any documents,
files, data or other information sources which contain or are derived
from Confidential Information, whether prepared by Xxxxxxxx or
otherwise coming into Can Tech's possession or control, without the
prior written permission of Can Tech.
6.2 Possession. Xxxxxxxx agrees that upon request by Can Tech, and in any
event upon termination of employment, Xxxxxxxx shall turn over to Can
Tech all Confidential Information in Xxxxxxxx'x possession or under his
control which was created pursuant to, is connected with or is derived
from Xxxxxxxx'x services to Can Tech, or which is related in any manner
to Can Tech's business activities or research and development efforts,
whether or not such materials are in Xxxxxxxx'x possession as of the
date of this Agreement.
6.3 Saving Provision. Can Tech and Xxxxxxxx agree that the agreements and
covenants not to compete contained in the preceding paragraphs 5 and 6,
including the scope of the restricted activities described therein and
the duration and geographic extent of such restrictions, are fair and
reasonably necessary for the protection of Can Tech's Confidential
Information, goodwill, and other interests, in light of all of the
facts and circumstances of the relationship between Xxxxxxxx and Can
Tech. In the event a court of competent jurisdiction should decline to
enforce any provision of the preceding paragraphs, such paragraphs
shall be deemed to be modified to restrict Xxxxxxxx'x competition with
Can Tech to the maximum extent, in both time and geography, which the
court shall find enforceable.
7. Injunctive Relief.
Xxxxxxxx acknowledges that disclosure of any Confidential Information or breach
or threatened breach of the non-competition and non-disclosure covenants or
other agreements contained herein would give rise to irreparable injury to Can
Tech or clients of Can Tech, which injury would be inadequately compensable in
money damages. Accordingly, Can Tech or where appropriate, a client of Can Tech,
may seek and obtain injunctive relief from the breach or threatened breach of
any provision, requirement or covenant of this Agreement, in addition to and not
in limitation of any other legal remedies which may be available.
8. General
(a) This Agreement is made under and subject to the laws of the Province of
Ontario and the laws of Canada applicable therein.
b) There are no oral or other agreements which modify or affect this
Agreement.
(c) All dollars expressed in this Agreement are in Canadian dollars.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day, month and year first above written.
CAN TECH INVESTMENTS LTD.
Per: ___________________________
Name:
Title:
SIGNED, SEALED AND DELIVERED )
In the presence of )
)
)
____________________________ ) ___________________________ l/s
) Xxxxx Xxxxxxxx
