EMPLOYMENT AGREEMENT
This Employment Agreement (this Agreement) dated as of January 1, 1997 is made
by and between Xxxx XxXxxxxx (XxXxxxxx) and Transway Capital Inc. and
Cantech Composites Inc. (both referred to as Transway).
In consideration for their mutual promises and covenants and the terms and
conditions contained in this Agreement, Transway hereby offers and XxXxxxxx
hereby accepts employment with Transway 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 Transway or 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 Transway.
(b) Transway may terminate XxXxxxxx'x employment at any time and for any
reason on 90 days prior written notice.
(c) Transway may terminate XxXxxxxx'x employment for cause, if XxXxxxxx has
failed to remedy the non-performance within a reasonable period after
written notice has been given by Transway 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 offense or of a crime involving moral
turpitude, destruction or theft of Transways property, physical attack
resulting in injury to a fellow employee, intoxication at work, use of
narcotics or alcohol to an extent which impairs the performance of
duties, willful malfeasance or gross negligence use of narcotics or
alcohol to an extent which impairs duties, misconduct materially
injurious to Transway, or any breach or threatened breach of this
Agreement.
1.2 If XxXxxxxx'x employment is terminated, he shall continue to be bound by
the terms of paragraphs 4 and 5 of this Agreement.
2. POWERS, DUTIES RESPONSIBILITIES
XxXxxxxx shall hold the offices of VP Finance and Chief Financial Officer and
Secretary to the Board of Directors of Transway 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 President of Transway
from time to time.
3. COMPENSATION
3.1 Transway shall pay to XxXxxxxx:
(a) a salary of $5,000.00 per month until March 31, 1997, or until
commercial production commences which is evidenced by an order of pallets
from a customer;
(b) a salary of $7,000.00 per month from April 1, 1997 through December 31,
1997; 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 but
which salary, in any event, not be less than $8,500.00 per month.
3.2 As additional compensation XxXxxxxx shall receive the following benefits:
(a) XxXxxxxx shall fully participate in any and all benefits provided by
Transway to its employees.
(b) paid vacation benefits of 4 weeks per year subject to the normal
policies and procedures established by Transway from time to time. No
more than 2 weeks to be taken concurrently;
(c) Club dues and/or fees of not less than $1,500.00 per year;
(d) life insurance and critical illness coverage as provided to other
members of senior management of Transway. XxXxxxxx shall have the
option of transferring these plans in the event of termination of
employment with Transway. XxXxxxxx shall be entitled to participate in
any other deferred compensation programs established by Transway for
senior management.
(e) an annual contribution equal to 50% of the annual maximum contribution
XxXxxxxx is permitted to make in that applicable year to XxXxxxxx'x
RRSP plus an annual cash bonus sufficient to offset the income taxes on
said contribution. Such contribution to be subject to applicable income
tax rules and regulations;
(f) a monthly fee of $200.00 for local transportation costs;
(g) XxXxxxxx shall be entitled to participate in any and all stock options
plans established by Transway on such basis which is commensurate with
his position as a senior officer of Transway; and
(h) XxXxxxxx shall be entitled to participate in any and all bonus programs
as established by the Board of Directors of Transway from time to time,
less any amount contributed to XxXxxxxx'x RRSP pursuant to (e) above.
4. 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 Transway during the
term of his employment with Transway, or for a period of two (2) years from the
date on which his employment with Transway terminates. This covenant not to
compete shall include all geographical areas in which Transway 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 Transway as
conducted as of the termination date, whether or not using any
Confidential Information (as defined below);
(b) anywhere in the world where Transway 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 Transway; 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.
5. 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 Transway, 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 with Transway, is and shall
remain the exclusive property of Transway. XxXxxxxx further recognizes,
acknowledges and agrees that in order to enable Transway to perform services for
its customers or clients, such customers or clients may furnish to Transway
Confidential Information concerning their business affairs, property, methods of
operation or other data, that the goodwill afforded to Transway depends upon
Transway and its employees preserving the confidentiality of such information,
and that such information shall be treated as Confidential Information of
Transway for all purposes under this Agreement.
5.1 Non-disclosure. XxXxxxxx agrees that, except as directed by Transway,
XxXxxxxx will not at any time, whether during or after his employment with
Transway, use or disclose to any person for any purpose other than for the
benefit of Transway 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
Transways possession or control, without the prior written permission of
Transway.
5.2 Possession. XxXxxxxx agrees that upon request by Transway, and in any event
upon termination of employment, XxXxxxxx shall turn over to Transway 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 Transway, or which is related in any manner to
Transways business activities or research and development efforts, whether
or not such materials are in XxXxxxxx'x possession as of the date of this
Agreement.
5.3 Saving Provision. Transway and XxXxxxxx agree that the agreements and
covenants not to compete contained in the preceding paragraphs 4 and 5,
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 Transway's Confidential
Information, goodwill, and other interests, in light of all of the facts
and circumstances of the relationship between XxXxxxxx and Transway. 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 Transway to the maximum
extent, in both time and geography, which the court shall find enforceable.
6. 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
Transway or clients of Transway, which injury would be inadequately, compensable
in money damages. Accordingly, Transway or where appropriate, a client of
Transway, may seek and obtain injunctive relief from the breach or threatened
breach of any provision, requirement or covenants of this Agreement, in addition
to and not in limitation of any other legal remedies which may be available.
7. 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 dollar amounts 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.
TRANSWAY CAPITAL INC. AND
CANTECH COMPOSITES INC.
per:__________________________
Name:
Title:
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF
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XXXX XXXXXXXX
