EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("this Agreement") is made and entered into effective
as of the fifteenth day of August, 1994, by and between Altair International
Gold Inc., ("Altair") a corporation organized pursuant to the laws of Canada and
it's subsidiary, Mineral Recovery Systems, Inc. ("MRS"), and C. Xxxxxxx Xxxxxx
("Xxxxxx").
1. DEFINITIONS. For purpose of this Agreement, the following terms shall have
the definitions specified in this Section 1:
(a) "Cause" shall mean (i) action or inaction by Xxxxxx which causes MRS
to incur substantial and material losses; and (ii) situations in which Xxxxxx,
in connection with the business of MRS, engages in willful misconduct,
fraudulent conduct, or felonious behavior or acts in a grossly negligent manner.
(b) "Common Stock" shall mean the common stock of Altair (no par value).
(c) "MRS" shall mean Mineral Recovery Systems Inc., a Nevada corporation
wholly owned by Altair International Gold Inc.
(d) "Business Expenses" shall mean those costs and expenses enumerated in
Exhibit A attached hereto and incorporated herein, and any other cost or expense
which this Agreement characterizes as a Business Expense or requires Xxxxxx to
pay or incur on behalf of MRS or Altair, and any other expenses paid or incurred
in the course of employment for which executive level employees or corporate
officers or directors in the State of Nevada are customarily reimbursed by their
employer and/or corporation.
(e) "Graphic Information" shall mean drawings, maps, plans, reports, or
any other documents which contain data or information concerning the CCJ.
2. RECITALS. Acting as an independent contractor, Xxxxxx has provided
consulting services to MRS on a non-exclusive basis and in a highly satisfactory
manner. Such consulting services involved assistance in connection with
evaluation and acquisition of the Xxxxxxxx Centrifugal Jig and Trans Mar Inc.
MRS wants Xxxxxx to continue providing the services, but in the capacity of an
employee rather than an independent contractor. Xxxxxx is willing to do so,
subject to the terms and provisions of this Agreement.
3. EMPLOYMENT. MRS agrees to employ Xxxxxx and Xxxxxx agrees to be so
employed by MRS upon these terms and conditions hereinafter set forth.
4. TERM. Unless sooner terminated as hereinafter provided, this Agreement
shall remain in full force from the effective date hereof until midnight
(Pacific Standard Time) on December 31, 1997.
5. POSITIONS AND DUTIES. Xxxxxx will be employed by MRS in the capacity of
Manager, Business Development and Operations. Subject to the terms and
provisions of this Agreement, while serving in this capacity, Xxxxxx shall have
such responsibilities, duties, obligations, rights, benefits and authority as
may be specified in MRS's and Altair's corporate Bylaws. In addition, Xxxxxx
shall have the rights, duties and authority specifically provided for in this
agreement and specified by the President, chief executive officer and Board of
Directors of XXX.
Xxxxxx Shall devote a forty (40) hour business week in the performance of his
employment duties.
Notwithstanding anything to the contrary in this agreement, Xxxxxx may have
other business interests/activities in addition to those relating to MRS. MRS,
by virtue of the employment agreement, does not share or participate in these
other interests/activities or the proceeds derived there from. Such
interests/activities may not be competitive with, or diminish in any direct
sense, MRS activities.
6. COMPENSATION. Xxxxxx shall receive the following compensation:
(a) Salary. A monthly salary paid by MRS of at least US $5,000 (before
withholding for income tax), which shall be paid to him in one installment on or
before the first business day of each calendar month. MRS's Board of Directors
shall review Xxxxxx'x monthly salary periodically, and may increase the same in
its discretion.
(b) Stock Option. An option to purchase 25,000 shares of Altair Stock.
The option price will be established as of the date of issue.
(c) Bonuses. Xxxxxx may be entitled to participate (in such manner and to
such extent as may be determined by the board) in any bonuses that may be
authorized and declared from time to time by the board.
7. CONFIDENTIAL DATA. During the term of this agreement and for one year
following the expiration or termination hereof, Xxxxxx shall not disclose to any
third party or use for his personal benefit any unpublished information
specifically concerning Altair or MRS or their associated companies, their
mining properties, their process technologies, or the companies or mining
properties which are the subject of the services performed herein, which has
been or will be disclosed to Xxxxxx or developed by Xxxxxx in the course of his
employment with MRS or its associated companies, without the prior written
consent of MRS. Nothing herein shall be interpreted or applied, however, to
prevent Xxxxxx'x use and benefit from the general expertise, knowledge and
experience gained in the course of employment with MRS and its associated
companies.
8. OTHER CAPACITIES. Subject to the provisions of Section 5 of this
Agreement, upon full disclosure to MRS's Board of Directors, Xxxxxx shall be
entitled to accept and hold positions as an officer and/or director of any other
corporations, domestic or foreign.
9. TERMINATION. This agreement may be terminated:
(a) by the mutual consent of MRS and Xxxxxx;
(b) by MRS for Cause; or
(c) at any time by Xxxxxx or MRS with ninety (90) days prior notice to the
other party.
10. INDEMNIFICATION. MRS agrees to and hereby assumes all liability for and
indemnifies, protects, saves, and holds Xxxxxx harmless from and against any and
all losses, costs, expenses, attorneys' fees, claims, demands, liabilities,
suits and actions of every kind and character which may be imposed on or
incurred by Xxxxxx on account of, arising directly or indirectly from, or in any
way connected with or related to Xxxxxx'x activities as a manager or officer or
member of the Boards of Directors of MRS and Altair.
11. NOTICES. All notices, requests, statements, deliveries, reports, payments,
consents, or other communications from or to a party to this Agreement which are
required, permitted, or made necessary by the terms hereof shall be written.
All such communications shall be either delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to Xxxxxx:
0000 Xxxxxx Xxx
Xxxx, Xxxxxx 00000
If to MRS:
Attn: Xx. Xxxxxxx X. Xxxx
0000 Xxxxxxxx Xxx, XXX 000
Xxxx, XX 00000
Either of the parties may change its respective address for notice from
time to time by giving notice of such change to the other party in the manner
specified in this Section 16. Communications sent by registered or certified
mail shall be deemed to have been given and received on the date of receipt
indicated on the return receipt therefor.
12. MODIFICATION. This agreement may not be extended, supplemented, modified,
or otherwise altered except by written instrument executed by Xxxxxx and
appropriate and authorized representatives of MRS.
13. ASSIGNMENT. Xxxxxx may not assign this agreement. MRS may assign this
agreement to a parent or subsidiary company.
14. GOVERNING LAW AND SEVERABILITY. This agreement, its validity,
interpretation and enforcement, shall be governed by the laws of the State of
Wyoming, except those concerning conflicts of law. The individual provisions of
this Agreement are severable. If any such individual provision is contrary to
or in conflict with any requirement or principle of applicable statuary or
common law, then that provision and the remainder of this Agreement shall be
construed so as to give effect to the intent of the parties.
15. NO WAIVER. No waiver of any breach of or default in any of the terms and
provisions of this Agreement shall be considered valid unless in writing, and no
such waiver shall be deemed to constitute or be construed as a waiver of any
subsequent breach or default of the same, similar, or dissimilar nature.
16. SOLE AGREEMENT. This Agreement and the exhibits incorporated herein
contain and set forth the entire agreement between the parties with respect to
the subject matter hereof, all previous agreements between the parties with
respect to the subject matter hereof being expressly rescinded and replaced
hereby.
17. INTERPRETATION. If necessary to give effect to the terms and provisions
herein, references to the singular shall include the plural and references to
the neuter gender shall include the masculine and/or the feminine genders. In
the event of any conflict between the terms and provisions of this Agreement and
the terms and provisions of the corporate Bylaws of MRS and/or Altair (as the
same may be amended from time to time), the terms and provisions of this
Agreement shall control in all respects.
18. CUMULATIVE REMEDIES. The remedies provided in this Agreement in the event
that either party hereto fails to perform under the terms, provisions and
conditions hereof are intended to be cumulative and non-exclusive. Use of any
one or more remedies provided herein shall not preclude the use of any
other remedies provided herein or any other remedies that may be available by
statute or through applicable common law.
19. MULTIPLE COUNTERPARTS. This Agreement may be signed in any number of
counterparts, all of which taken together shall constitute a fully-executed
agreement.
20. JOINT AND SEVERAL OBLIGATIONS. MRS and Altair shall have joint and several
liability for the obligations of MRS hereunder.
21. ATTORNEYS' FEES. In the event of any litigation between the parties
regarding the interpretation or enforcement hereof, the court shall award
reasonable attorneys' fees to the prevailing party.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
day and year first above written.
Altair International Gold Company
(a Canadian corporation)
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(Vice President)
ATTEST:
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, Secretary
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Mineral Recovery Systems, Inc.
(a Nevada corporation)
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(President)
ATTEST:
-----------------------------------
, Secretary
------------------------
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C. Xxxxxxx Xxxxxx
OF )
) SS.
OF )
The foregoing instrument was acknowledged before me this _______ day of
_______________, 1994, by Xxxxx X. Beach as Vice President of Altair
International Gold Company, a Canadian Corporation.
Expires
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Notary Public
(SEAL)
STATE of WYOMING )
) SS.
COUNTY OF PARK )
The foregoing instrument was acknowledged before me this ______ day of
_______________, 1994, by Xxxxxxx X. Xxxx as President of Mineral Recovery
Systems, Inc., a Nevada corporation.
Expires
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------------------------------------
Notary Public
(SEAL)
STATE OF NEVADA )
) SS.
COUNTY OF WASHOE )
The foregoing instrument was acknowledged before me this ____ day of
_________________, 1994, by C. Xxxxxxx Xxxxxx.
WITNESS my hand and official seal.
Expires ----------------------------
------------------------------------
Notary Public
(SEAL)
EXHIBIT A
BUSINESS EXPENSES
Charges for:
Secretarial services;
Long-distance telephone expenses;
Telecopying expenses;
Photocopying and other reproduction expenses;
Drafting costs;
Postage costs, including Federal Express and other
mailing expenses;
Costs of office supplies and equipment;
Business-related travel expenses, including
transportation, meals and hotel accommodations; and
Reasonable charges for the use of Xxxxxx'x personal
vehicles.
