Exhibit 4.13
THE TIREX CORPORATION
EMPLOYMENT AGREEMENT
Xxxxxx Xxxxx
[HEREINAFTER THE " EMPLOYEE "]
This Agreement will confirm the terms and conditions of your full-time
employment with the corporation, The Tirex Corporation located at 0000 Xx.
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx, X0X 0X0, effective as of January 1, 2002.
[HEREINAFTER THE " EMPLOYER "]
1. EMPLOYMENT
1.1 POSITION AND DUTIES. You are employed by the Employer in the position
of ADMINISTRATIVE ASSISTANT. You agree to be bound by the terms and conditions
of this Agreement during your employment with the Employer. In carrying out your
duties, you will respect all reasonable instructions as may be given by members
of management of the Employer. In your position, you will report to your
immediate superior, XXXX X. XXXXXXXX, XX., and are responsible for, but not
limited to, telephone answering and taking of messages when required, typing
letters, memos and reports as required, sending and receiving of faxes,
organizing the purchase of office supplies and equipment as required.
1.2 DESCRIPTION OF DUTIES
The duties enumerated above are not limited. During your employment, you may
execute all duties relating to your position or in accordance with your
capacities. The Employer, for its proper operating order, may modify your
duties. As such, the Employer hereby binds itself to inform you of any and all
such modifications. You understand and agree that the Employer may change your
position if it is confident and deems that your qualifications and capacities
are sufficient for such a change.
1.2.1 GOOD FAITH, RESPECT AND LOYALTY. You understand and agree that you have
the obligation to act in good faith, with respect and loyalty towards the
employer.
1.3 THE EMPLOYER'S POLICIES. You acknowledge and agree that the employment
relationship will be governed by the standards and terms established by the
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Employer's policies as they are established from time to time and agree to
respect the terms of such policies so long as they are note inconsistent with
any provisions of the Agreement. You undertake to inform yourself of the details
of such policies and amendments thereto established from time to time.
1.4 PROBATIONARY PERIOD. You understand and agree that the first (6) months
of your employment shall constitute a probationary period, during which time you
or the Employer may terminate your employment as set out in paragraph 4.1 of the
Agreement.
1.5 HOURS OF WORK. You will be employed on a full-time basis for the
Employer. Your hours of work are as follows:
full time (40 hrs/wk)
9 a.m. to 5 p.m.
These hours may vary and may be irregular and will be those hours required to
meet the objectives of your employment. Accordingly, this Agreement constitutes
you consent to working greater hours than those provided for in any applicable
employment or labour standards legislation.
2. REMUNERATION AND BENEFITS.
2.1 SALARY AND BENEFITS. In consideration of your performance of the
obligations and duties contained in this Agreement, the Employer will pay you a
starting salary of $11.00 per [hour] payable in [BI-WEEKLY] installments, in
arrears, subject to the normal statutory deductions. You agree and authorize the
Employer to debit any amount given to you in excess directly from your salary or
form any payment you have received. The Employer will revise your salary in
accordance with its general policy standards and in accordance with your
performance in relation to the objectives of your employment.
2.2 VACATION TIME (hereinafter "Vacation"). Vacation must be taken
immediately following the year in which it has been acquired (hereinafter the
"reference year") and cannot be deferred from year to year. Furthermore,
Vacation cannot be exchanged for money. Vacation is taken in turn while taking
into consideration your preference of dates, the number of persons concerned, as
well as the need of operation of the Employer. The "reference year" consists of
a period of twelve (12) consecutive months during which the employee
progressively acquires the right to Vacation.
The number of weeks of vacation to which you are entitled is determined from the
table attached herewith as Annex A.
2.3 NOTICE FOR CHANGES IN THE COMPENSATION ARRANGEMENTS. You understand and
agree that, on providing thirty days advance written notice, the Employer has
the right to unilaterally introduce changes to your compensation arrangements
and that such changes in your compensation arrangements will not affect the
application of this Agreement.
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3. DURATION OF CONTRACT
The Employer retains the services of the employee for an indeterminate period as
of the signing of the present and terminating in accordance with the following.
4. TERMINATION AND NOTICE OF TERMINATION
4.1 TERMINATION DURING THE PROBATIONARY PERIOD. The Employer may terminate
your employment at its sole discretion for any purpose that it may deem
reasonable, without notice or pay "in lieu of notice" and without cause, during
the six (6) month probationary period referred to in paragraph 1.4 of this
Agreement. You have the possibility to resign without notice during this
probationary period.
4.2 WRITTEN NOTICE BY THE EMPLOYEE. You may terminate your employment
pursuant to this Agreement by giving at least fifteen (15) days advance notice
in writing to the Employer. The Employer may waive such notice, in whole or in
part and if it does so, your entitlement to remuneration and benefits pursuant
to this Agreement will cease on the date it waives such notice.
4.3 TERMINATION FOR CAUSE. The Employer may unilaterally terminate your
employment pursuant to this Agreement without notice or payment in lieu thereof,
for cause. For the purposes of this Agreement, = cause = shall include:
a) any breach of the provisions of this Agreement by you;
b) consistent poor performance on your part, after being advised
as to the standard required by the Employer;
c) any intentional or grossly negligent disclosure of any
Information by you, as determined in the sole discretion of
the Employer;
d) your violation of any local, provincial or federal statute,
including, without limitation, an act of dishonesty such as
embezzlement or theft;
e) conduct on your part that is materially detrimental to the
business or the financial position of the Employer, as
determined in the sole discretion of the Employer.
f) personal conduct on your part which is of such a serious and
substantial nature that, as determined in the sole discretion
of the Employer, it would injure the reputation of the
Employer if you are retained as an employee;
g) your bankruptcy or insolvency has been declared;
h) any and all omissions, commissions or other conduct which
would constitute cause at law, in addition to the specified
causes.
4.4 NOTICE BY THE EMPLOYER. After the probationary period, the Employer may
terminate your employment pursuant to this Agreement at its sole discretion for
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any reason, without cause, upon providing to you a number of weeks of notice, as
determined from the table attached herewith as Annex B. Or , at the Employer's
option, it may pay you "in lieu of notice' as well as all payments or
entitlements to which you are entitled pursuant to the Quebec ACT RESPECTING
LABOUR STANDARDS.
4.5 PAY "IN LIEU OF NOTICE". Pay in "lieu of notice" will be calculated on
the basis of your annual base salary as of the date you receive notice of
termination. Bonuses and other forms of additional compensation will not be
considered part of your annual base salary. Your rights and entitlements under
any performance bonus shall terminate effective as of the date of your
termination of employment, or as I\at the date you receive notice of
termination, if pay "in lieu of notice" is provided.
The Employer's notice or pay "in lieu of notice" is equivalent to a vacation
period which you are entitled pursuant to the law in force in Quebec.
Consequently, you understand and agree to acquit the Employer of any claim from
your employment termination and accept to abandon any complaint against him.
Pay "in lieu of notice" will be provided in regular [bi-weekly] installments and
shall be subject to all deductions and withholdings required by law.
Should you work during the delay of the notice and resign during the said delay,
you are entitled to half of the remainder of the sums which are due in respect
of the notice as of the date of the said resignation.
4.6 FULL AND FINAL RELEASE. Furthermore, you agree and understand that
amount of money as notice or pay "in lieu of notice" constitutes a full and
final release with regard to any claim resulting from the termination of your
employment.
5. CONFIDENTIAL INFORMATION
5.1 ACQUISITION OF INFORMATION. You acknowledge that as an ADMINISTRATIVE
ASSISTANT and in such other position as you may hold with the Employer, you will
acquire information (the "information") about certain matters which are
confidential to the Employer, which Information is the exclusive property of the
Employer, including but not limited to, the following:
(a) discoveries, inventions, research and development, formulas
and technology, improvement, written works, computer
programmes, any item developed in which copyright, patent or
any Intellectual Property right subsists (hereinafter the
"Works").
(b) trade secrets;
(c) lists of present and prospective customers and buying habits;
(d) purchase requirements;
(e) pricing and sales policies and concepts;
(f) financial information, and
(g) business plans, forecasts and market strategies.
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You acknowledge that the Information could be used to the detriment of the
Employer and that the disclosure could cause irreparable harm to the Employer.
Accordingly, you undertake to treat confidentially all Information and not to
disclose it to any third party or to use it for any purpose either during your
employment, except as maybe necessary in the proper discharge of your duties, or
after termination of your employment for any reason, except with the written
permission of the Employer.
5.2 EMPLOYER'S OWNERSHIP OF WORKS. You acknowledge that the Employer owns
all Works that may be developed by you during the course of your employment with
the Employer and you agree to waive, by the present, all rights to any such
Works.
5.3 THE EMPLOYER'S RIGHTS ON INFORMATION. All notes, data, tapes, reference
items, sketches, drawings, memoranda, records, diskettes and other materials in
any way relating to any of the Information or to the Employer's business,
produced by you or coming into your possession by or through your employment,
shall belong exclusively to the Employer and you agree to turn over to the
Employer all copies of any such materials in your possession or under your
control, forthwith, at the request of the Employer or, in the absence of a
request, on the termination of your employment with the Employer.
6. NON-COMPETITION
You acknowledge and agree that as an ADMINISTRATIVE ASSISTANT for the employer
you will gain a knowledge of and a close working relationship with the
Employer's customers (hereinafter "Knowledge"), which would injure the Employer
if made available to a competitor or used for competitive purposes. Accordingly,
you undertake to treat confidentially all Knowledge and not to disclose it to
any third party or to use it for any purpose either during your employment,
except as may be necessary in the proper discharge of your duties, or after
termination of your employment for any reason, except with the written
permission of the Employer.
7. INJUNCTIVE RELIEF
7.1 PRESERVATION OF THE RELATIONSHIPS BETWEEN THE EMPLOYER AND HIS CLIENTS.
You understand and agree that the Employer has a material interest in preserving
the relationships it has developed with its customers against impairment by
competitive activities of a former employee. Accordingly, you agree that the
restrictions and covenants contained in paragraph 5 (Confidential Information)
and paragraph 6 (Non-competition), are reasonably required for the protection of
the Employer and its goodwill and that your agreement to same by your execution
of this Agreement, are of the essence to this Agreement and constitute a
material inducement to the Employer to enter into this Agreement and to employ
you, and that the Employer would not enter into this Agreement absent such an
inducement.
7.2 REMEDIES FOR THE EMPLOYER. You understand and agree, without prejudice
to any and all other rights of the Employer, that in the event of your violation
or attempted violation of any of the covenants contained in paragraphs 5 and 6
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of this Agreement, an injunction or other like remedy shall be the only
effective method to protect the Employer's rights and property as set out, and
that an interim injunction may be granted immediately on the commencement of any
suit.
8. NOTICES
Any notice required or permitted to be given to either party must be delivered
by hand or personally to the party's address last known to the other party and
will be deemed to be received on the date of hand delivery or personal delivery
to such address. Personal delivery shall include delivery by a commercial
courier.
9. SEVERABILITY
In the event that any provision of this Agreement is found to be void, invalid,
illegal or unenforceable by a court of competent jurisdiction, such finding will
not affect any other provision of this Agreement which will continue to be in
full force and effect.
10. WAIVER
The waiver by either party of any breach or violation of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
or violation.
11. ENTIRE AGREEMENT
This Agreement contains the final and entire understanding and agreement between
you and the Employer with respect to the terms and conditions of your employment
addressed herein.
12. MODIFICATION OF AGREEMENT
Any modification of this Agreement must be in writing and signed by both and the
Employer or it shall have no effect and shall be void.
13. TITLES
The titles of all the provisions contained herein have been inserted for ease of
reference and do not affect the construction and interpretation of the
provisions of the Agreement in any way.
14. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the Province of Quebec.
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15. INDEPENDENT LEGAL ADVICE
You acknowledge that you have read and understand this Agreement, and
acknowledge that you have had the opportunity to obtain legal advice about it.
The parties have expressly requested that the Agreement be drawn by and executed
in English only; les parties ont expressement exige que la Convention soit
redigee uniquement en langue anglaise.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the below
effective date.
Montreal, January 1, 2002
/s/ XXXX X. XXXXXXXX XX. /s/ XXXXXX XXXXX
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The Tirex Corporation Xxxxxx Xxxxx
Administrative Assistant
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