EMPLOYMENT AGREEMENT
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THIS AGREEMENT date for reference the 15th day of January, 1999.
BETWEEN:
SUNCOM TELECOMMUNICATIONS INC., a company duly
incorporated pursuant to the federal laws of Canada
having an office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx, XXX, 00000
(the "Company")
OF THE FIRST PART
AND:
XXXXXXX X. XXXXXXX, businessman, of 00000 Xxxxxxx
Xxxxxx, Xxxxxx in the State of
California, U.S.A.
(the "Employee")
OF THE SECOND PART
WITNESSES THAT WHEREAS:
A. The Company is a publicly traded company and is engaged in, inter
alia, the business of e-commerce and telecommunications;
B. The Employee has certain skills and expertise required by the
Company for its operations;
C. The Company wishes to obtain and the Employee wishes to provide
certain services to the Company on the terms and conditions contained herein;
THEREFORE in consideration of the premises and of the covenants and
agreements of the parties hereinafter set forth, the parties hereto covenant and
agree each with the other as follows:
1. EMPLOYMENT, TERM, POSITIONS AND DUTIES
1.1 Employment The Company hereby employs the Employee and the Employee
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hereby accepts employment upon the terms and conditions herein set forth.
1.2 Term Employment of the Employee by the Company shall be effective
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January 15, 1999 and shall continue for a period of twelve (12) months or until
such time as this Agreement is terminated as hereinafter set out in Section 1.3
or 4 herein. The term may be extended by the Company upon thirty (30) days
written notice to the Employee, on or before December 15, 1999.
1.3 Resignation Nothing in this Agreement shall prohibit the Employee from
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resigning from the Company at any time on one (1) month written notice to the
Company, which notice may be waived by the Company in its sole discretion and,
upon such resignation taking effect, the Employee's employment shall terminate
and neither party hereto shall have any rights or obligations hereunder, except
those specifically set out in Section 2.2 hereof.
1.4 Position The Employee shall serve as Communications Representative for
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the Company.
1.5 Duties The Employee shall carry out such duties as would customarily be
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carried out by a Communications Representative in the e-commerce and
telecommunications industry.
1.6 Reporting The Employee shall report to the President of the Company and
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take direction from the President of the Company.
2. OBLIGATIONS
2.1 Full Time and Efforts During the term of his employment pursuant to
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this Agreement, the Employee shall devote his full time and effort and attention
to his duties as set out in this Agreement and shall not be engaged, employed or
associated with any other business venture without the written consent of the
President of the Company.
2.2 Fiduciary Duty, Confidentiality and Non-Competition The Employee
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recognizes and understands that in performing the duties and responsibilities of
his employment as provided in this Agreement, he will occupy a position of high
fiduciary trust and confidence, pursuant to which he will develop and acquire
wide experience and knowledge with respect to all aspects of the manner in which
the Company's business is conducted. It is the intent and Agreement of the
Employee and of the Company that such knowledge and experience shall be used
solely and exclusively in furtherance of the business interests of the Company
and not in any manner which would be detrimental to it. The Employee agrees
that following the termination of his employment for any reason whatsoever, he
shall not, without the consent of the Board of Directors of the Company by
resolution, engage in any solicitation of the clients, customers or any
individuals or firms with respect to which the Company has had dealings (and
whether or not any contractual arrangements have been concluded as between the
Company and any such individuals or firms) which might benefit any competitor of
the Company.
3. COMPENSATION
3.1 Common Shares The Employee shall be compensated by issuance to the
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Employee of One Million (1,000,000) common shares (the "Shares") in the capital
stock of the Company. The Shares shall be free trading upon registration and
shall be registered with the Securities and Exchange Commission by the Company
at its expense. The Shares shall vest as to 250,000 shares on each of the
following dates ("Vesting Dates"):
(a) January 15, 1999 - 250,000 shares;
(b) April 15, 1999 - 250,000 shares;
(c) July 15, 1999 - 250,000 shares; and
(d) October 15, 1999 - 250,000.
The share certificates representing the first 250,000 shares will be delivered
by the Company to the Employee upon the execution of this Agreement by the
parties. The remaining share certificates shall be delivered on or before each
of the Vesting Dates. If this Agreement is terminated for any reason, those
shares that have vested in the Employee at the effective date of termination
shall be deemed to have been earned by the Employee and no reduction or refund
shall take place and no claim for any additional shares, compensation, severance
or consideration of any kind may be made by the Employee.
3.2 Number of Shares The number of shares payable to the Employee hereunder
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is subject to adjustment from time to time if the Company is subject to a
consolidation, merger or transfer of assets which reclassifies or changes its
outstanding Common shares, in which case the successor corporation (or
corporation controlling the successor corporation of the Company, as the case
may be) shall by operation of law assume the Company's obligations under this
Agreement. As a condition to the consummation of such transaction, the Employee
shall arrange for the person or entity obligated to issue securities or deliver
cash or other assets to assume, concurrently with the consummation of such
transaction, the Employee's obligations hereunder by executing an instrument so
providing and further providing for adjustments which shall be as nearly
equivalent as may be practical to the adjustments provided herein.
3.3 Expenses The Employee shall be responsible for paying all expenses
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related to his employment with the Company without reimbursement, with the
exception of those expenses which, prior to such expenses having being incurred,
the President has agreed to reimburse to the Employee. The Employee shall be
responsible for supplying his own office at his own expense.
3.4 Vacation The Employee shall be entitled in each calendar year to four
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(4) weeks vacation to be taken at such time or times as the Employee may select
and as the President may reasonably approve having regard to the business
affairs and operations of the Company.
3.5 No Other Compensation Except as set out in this Agreement, the Employee
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shall not be entitled to any other compensation or benefits.
4. TERMINATION
4.1 Company's Right to Terminate Notwithstanding any other provision in
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this Agreement, the Company may terminate the employment of the Employee at any
time for just cause or because of permanent disability by giving written notice
to the Employee of its intention to
terminate this Agreement on the date
specified in such notice. The Company may also terminate the employment of the
Employee without cause at any time upon thirty (30) days written notice.
4.2 Definition Where used herein, "permanent disability" means any physical
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or mental incapacity, disease or affliction, as determined by a legally
qualified medical practitioner selected by the Company and the Employee, acting
reasonably, which prevents the Employee to a substantial degree from performing
his obligations as Communications Representative.
5. MISCELLANEOUS
5.1 Modification and Waiver No provision of this Agreement shall be
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modified or amended unless such modification or amendment is authorized by the
President and is agreed to in writing, signed by the Employee and by the
Company.
5.2 Law Governing This Agreement shall be subject to and governed by the
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laws of the State of California.
5.3 Arbitration In the event of any dispute arising out of or relating to
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this Agreement, or the breach thereof, the parties agree to settle any such
dispute by arbitration in the County of Orange, California, in accordance with
the rules of the American Arbitration Association there in effect, except that
the parties thereto shall the right to discovery as would be permitted by the
Federal Rules of Civil Procedure and the prevailing party shall be entitled to
actual costs and actual legal fees from arbitration or any other civil action.
Judgment upon the award rendered therein may be entered in any court having
jurisdiction thereof. Jurisdiction for any legal action is stipulated between
the parties hereto to lie in the County of Orange, California.
5.4 Invalidity The invalidity, illegality or unenforceability of any
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provision hereof, shall not in any way affect or impair the validity, legality
or enforceability of the remaining provisions hereof.
5.5 Headings The headings contained herein are for reference purposes only
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and shall not in any way affect the construction or interpretation of this
Agreement.
5.6 Execution in Counterparts and by Facsimile This Agreement may executed
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in counterparts in as many copies as may be necessary. Delivery of an executed
copy of this Agreement by electronic facsimile transmission or other means of
electronic communication producing a printed copy will be deemed to be execution
and delivery of this Agreement on the date of such communication by the party so
delivering such copy.
IN WITNESS WHEREOF the parties hereunto have executed this Agreement
as of the 15th day of January, 1999.
SUNCOM TELECOMMUNICATIONS INC.
Per: /s/ Xxxxxx Xxxxxxxx
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Authorized Signatory
SIGNED, SEALED and DELIVERED by )
XXXXXXX X. XXXXXXX in the presence of: )
XXXXX XXXXX )
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Print Name )
2222 Xxxxxx #110 )
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Address ) ----------------------------
Xxxxxx, XX 00000 ) XXXXXXX X. XXXXXXX
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VP, Administration )
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Occupation )
