EXHIBIT 10.30
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("this Agreement") is made as of the Effective Date
(as defined herein).
BETWEEN:
INLOGIC SOFTWARE, INC., a Nova Scotia corporation ("Employer"),
and
XXXXXXXX XXXXX ("Executive").
WITNESSETH:
WHEREAS, Employer is the successor of Inlogic Software Inc., an Ontario company
("Inlogic Ontario"), Executive was employed by Inlogic Ontario, and Inlogic
Ontario has continued into Nova Scotia and is now a Nova Scotia Corporation;
AND WHEREAS Employer believes it is in Employer's best interest to continue to
employ Executive, and Executive desires to continue to be employed by Employer;
AND WHEREAS Employer and Executive agree that this Agreement and the employment
on the terms hereunder contemplated hereunder is conditional upon the completion
of the transaction contemplated by the Share Purchase Agreement between Xxxxxx
Technologies, Inc., Inlogic Acquisition, Inc. (the "Purchaser") and the Holders
of all of the Shares of Inlogic Software, Inc. (the "Transaction"), and the
effective date of this Agreement shall be the closing date of the Transaction
(the "Effective Date");
AND WHEREAS Employer and Executive desire to set forth the terms and conditions
on which Executive shall be employed by and provide his or her services to
Employer;
AND WHEREAS the execution and delivery of this Agreement by the Executive is a
material inducement to the Purchaser's agreement to consummate the Transaction
and is a condition precedent to the Transaction;
AND WHEREAS, the execution and delivery of this Agreement by the Employer is a
material inducement to the Executive's agreement hereunder which, as described
above, is a condition precedent to the Transaction;
AND WHEREAS the Executive will benefit personally from the Transaction.
NOW THEREFORE in consideration of the premises, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows:
1. DEFINITIONS.
For the purpose of this Agreement, unless the context otherwise
requires, the following words and expressions that shall have the following
meanings:
"AFFILIATE" shall have the meaning set forth in the Business Corporations Act
(Ontario), as amended.
"CAUSE" shall be limited to,
(i) the failure or wilful refusal of the Executive to
substantially perform his or her material duties and
responsibilities as outlined on Schedule "A" in
accordance with the provisions of this Agreement,
except as such results from the Disability of the
Executive that is not cured by Executive, within
reasonable period of written notification thereof to
Executive by Employer;
(ii) any fraudulent activity on the part of the Executive
materially adversely affecting the Employer;
(iii) the conviction of the Executive for any crime
involving fraud, misrepresentation or breach of
trust;
(iv) excessive use of alcohol or illegal drugs by the
Executive which interferes in a material way with the
performance of his or her obligations under this
Agreement;
(v) any wilful and intentional act on the part of the
Executive having the effect of materially injuring
the reputation, business or business relationships of
the Employer, or
(vi) any material breach of this Agreement by the
Executive which has not been remedied within a
reasonable period of days following written notice of
such breach from the Employer.
"COMPETITIVE BUSINESS" means any business which is substantially similar to or
in competition with any of the businesses carried on by Employer or any of its
Affiliates at any time in which the non-competition and non-solicitation
provisions of this Agreement are relevant to the Executive, which business is
without limitation, the development and sale of (i) billing and customer
management software for the telecommunication, internet, utilities and cable
industries; (ii) e-commerce billing and customer management solutions for the
internet, telecommunication, utilities and cable industries.
"CONFIDENTIAL INFORMATION" has the meaning set out in section 7.
"DISABILITY" means the Executive's physical or mental inability to substantially
fulfil his or her duties on behalf of the Employer as a result of illness or
injury for a continuous period of sixty (60) days or more or for an aggregate
period of ninety (90) days in any twelve (12) month period. If there is any
disagreement between the Employer and the Executive as to the
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Executive's Disability or as to the date any such Disability began or ended, the
same shall be determined by a physician mutually acceptable to the Employer and
the Executive. The determination of such physician shall be conclusive evidence
of any such Disability and of the date any such Disability began or ended. The
Executive shall be available for such an examination at any reasonable time upon
prior reasonable notice thereof from the Employer. If the Executive fails or
refuses to co-operate in such examination, the determination of the Executive's
Disability and the date any such Disability began or ended shall be made by the
Employer in its sole discretion.
"DEVELOPMENTS" has the meaning set out in section 9(a).
"SUBSIDIARY" means a subsidiary within the meaning of the Business Corporations
Act (Ontario), as amended.
"U.S. PERSON" means a U.S. Person within the meaning of Regulation 5 under the
Securities Act of 1933 Act, as amended.
2. EMPLOYMENT.
Employer hereby employs Executive as EVP/President of Xxxxxx- Canada,
and Executive hereby accepts such employment, all upon the terms and conditions
hereinafter set forth. The Executive will report to Xxxxx Xxxxxx of the
Employer. The Executive's duties will include the following:
(a) The Executive shall perform all functions and duties
consistent with his or her position as described in the
attached Schedule A on behalf of the Employer and its
Affiliates in a faithful, efficient, trustworthy and
professional manner, as reasonably required by the Employer.
The attached Schedule A sets forth the Executive's general
roles and responsibilities as an employee of Employer, which
general roles and responsibilities are subject to change by
Employer upon prior written notice. The Executive agrees to
comply with all written policies and regulations of the
Employer now in force or that may be properly adopted from
time to time, and the terms and conditions of this Agreement,
to devote his or her best efforts to the interests of the
Employer, and will not, without the prior written consent of
the Executive Vice President of Corporate Development, engage
in any other job or activity detrimental to the Employer's
interests or in contravention to the terms and conditions of
this Agreement. The Executive shall be based in Toronto and
shall travel as reasonably required in connection with the
performance of his or her duties hereunder. During the term of
this Agreement, the Executive shall devote substantially all
of his working time and efforts to the business and affairs of
the Employer. The Executive shall, upon request of the
Employer, perform services for any Affiliate of the Employer
without compensation except as provided herein.
(b) In addition, the Executive represents that he has not brought
to the Employer, and will not bring or use in the performance
of his duties at the Employer, any
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property or confidential information (whether or not in
writing) of a former employer or third party without that
employer's or third party's written consent. The Executive
hereby certifies that he is not a party to any other agreement
(or subject to any fiduciary obligation) which will interfere
with the Executive's full compliance with this Agreement. The
Executive has not entered into any agreement or understanding
either written or oral in conflict with the provisions of this
Agreement. The Executive acknowledges and agrees that the
Employer is employing him or her based upon its understanding
that the Executive will be fully capable, without restriction,
of performing under this Agreement in his capacity as
EVP/President of Xxxxxx -Toronto for the Employer, and that
the Employer is relying upon the representations set forth
herein in connection with its providing this Agreement to the
Executive. For purposes of this Agreement, Inlogic Ontario
will not be considered a former employer of the Executive.
3. EXISTING EMPLOYMENT AGREEMENT.
The Executive confirms that the Executive on behalf of himself, his
heirs, executors, administrators and assigns hereby releases the Employer and
its Affiliates from all claims which he has or may have against the Employer,
including Inlogic Ontario, (and its current and former officers, directors,
employees, shareholders and agents) relating to periods prior to the Effective
Date, including without limitation any claims relating to Executive's employment
or engagement prior to the Effective Date with Employer and Inlogic Ontario,
regardless of whether the Executive was engaged in a consulting or employment
capacity. For greater certainty and as permissible by law, this release shall
extend to any entity through which Executive provided consulting services to
Inlogic Ontario. Notwithstanding the above and to the extent applicable,
Employer confirms that this Agreement continues Executive's employment with
Inlogic Ontario on an uninterrupted basis.
4. TERM.
This Agreement and the Executive's employment hereunder shall, for
purposes hereof, commence on the Effective Date and shall continue for an
indefinite term unless sooner terminated in accordance with the terms and
conditions set forth in this Agreement. Notwithstanding the foregoing, the
parties may mutually agree in writing to a term of employment other than an
indefinite term.
5. REMUNERATION.
As his or her entire compensation for all services rendered to the
Employer during the term of this Agreement, the Executive shall receive the
compensation provided for in this Section, subject to deductions for income
taxes and other required deductions:
(a) SALARY. The Employer will pay the Executive a gross annual
salary (the "Base Salary") of Cdn. $257,250 to be paid in
equal installments in accordance with the payroll practices of
the Employer. The Employer will annually review the Base
Salary.
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(b) BONUS. The Executive will be entitled to receive bonus
remuneration, if any, during the term of his or her
employment, as the Employer, in its sole discretion, may
authorize, which bonus shall be set forth in writing and
presented to the Executive. Bonus remuneration will be offered
and made available to Executive on the same basis as
comparable executives employed by Employer and its Affiliates.
(c) BENEFITS. The Executive shall be entitled to participate in
all of the benefit plans for senior employees of the Employer
in effect from time to time, as of and with effect from the
Effective Date. Immediately following the Effective Date,
Employer will continue the existing benefit plans of Inlogic
Ontario. Thereafter, Employer will transition the benefit
plans to comparable level and types as those offered by
Employer and its Affiliates so as to ensure substantially
equal benefits to the extent permitted and as available. The
Executive is entitled to take vacation and other time off in
accordance with Employer's "Time Off" Policy which will be
four (4) week's per annum, and up to an additional one (1)
week per annum on prior written consent of Executive's direct
report manager.
(d) EXPENSES. The Employer shall reimburse the Executive for all
reasonable travel and other business expenses incurred by him
or her in furtherance of the Executive's business in
accordance with the Employer's written policies and
procedures, plus Cdn. $1,000 per month for car and insurance.
6. STOCK OPTIONS.
Independent of any shares of the Employer previously owned by
Executive, the Executive shall receive upon completion of the Transaction and as
part of his or her compensation package an aggregate of 120,293 options to
purchase common stock of Xxxxxx Technologies Inc. All options will be subject to
the provisions of the Xxxxxx Technologies, Inc. Amended and Restated Stock
Incentive Plan and applicable stock option agreements. Other terms of the
options granted are as follows:
(a) CONVERSION OPTIONS. These stock options reflect the conversion
of stock options in Inlogic Ontario (prior to the closing of
the Transaction) into stock options of Xxxxxx Technologies,
Inc. pursuant to the conversion formula associated with the
Transaction. Executive shall receive an option for 70,292
shares of Conversion Options. The grant date will be the
original date of grant from Inlogic Ontario and the exercise
price per share will be the original exercise price per share
as converted pursuant to the conversion formula associated
with the Transaction. Upon execution hereof, Employer will
accelerate one (1) year of vesting on all such Conversion
Options.
(b) TRANSACTION OPTIONS. These stock options reflect additional
stock options of Xxxxxx Technologies, Inc. to be issued to the
Executive in connection with their continued employment with
the Employer pursuant to the provisions of this Agreement.
Executive shall receive an option for 50,000 shares of
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Transaction Options. The grant date will be the date of this
Agreement or as otherwise granted by the Board of Directors
(or a committee thereof) of Xxxxxx Technologies, Inc., and the
exercise price per share will be the fair market value on the
date of grant.
(c) EXECUTIVE ACKNOWLEDGEMENT. Executive acknowledges that the
Conversion Options and the Transaction Options are granted to
the Executive in replacement and in full satisfaction of any
right the Executive might have under the options previously
granted to the Executive by the Employer and the Executive
acknowledges that the sole right to any options that he or she
has as of the date hereof is in the Conversion Options and
Transaction Options. Executive agrees that the terms of this
Agreement, and in particular this Section 6, supersede any
prior understanding or agreement in any way related to the
terms, conditions, vesting rights and/or value of any stock
options or other equity interests of or related to Inlogic
Ontario.
(d) ADDITIONAL STOCK OPTIONS. In addition to those set forth
above, Executive will, during the term hereof, have the
opportunity to earn additional stock option grants of Employer
or its Affiliates as those made available to comparable
executives employed by Employer and its Affiliates and based
upon performance hereunder, all at the sole discretion of the
Compensation Committee of the Affiliates of Employer.
7. CONFIDENTIALITY & NON-DISCLOSURE.
Executive acknowledges that Employer has developed, through the
expenditure of substantial time, effort and money, valuable trade secrets and
confidential and proprietary information relating to its business. Executive
further acknowledges that certain trade secrets and confidential business
information of Employer has been or will be disclosed to Executive in the course
of Executive's employment with Employer, and that the unauthorized disclosure or
use of such information would severely damage Employer's business. Therefore,
Executive agrees, subject to disclosure as may be required by law or a
governmental authority, as follows:
(a) The Executive agrees not to disclose the terms and conditions
of this Agreement to any other employee of the Employer or any
other party except the Executive may disclose such information
to his immediate family, financial advisors or
attorneys/lawyers.
(b) The Executive agrees to hold in confidence and not use or
disclose without the Employer's prior written consent (i) any
confidential information (technical or otherwise) that he or
she obtains or creates during the term of this Agreement which
pertains to any aspect of the Employer's business or (ii) any
information received in confidence by the Employer from a
third party, until such information becomes generally known by
the public. The Executive shall not make any unauthorized
copies of such information and as stated in Section 8 below,
will return to the Employer, upon termination of his or her
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employment or upon the Employer's request, all tangible forms
of such information, including, without limitation, research
and development projects and strategies, product strategies,
internet or intranet strategies, business or product
development strategies, financial information, partner and
customer relationships, and other information about former,
current, or prospective partners/customers, employee lists and
other information about former, current, or prospective
employees, software programs (source or object codes),
know-how, new product offerings, plans, projections,
confidential business information, copyrights, trade secrets,
and any other proprietary material (the "Confidential
Information").
8. SURRENDER OF EMPLOYER PROPERTY AND RECORDS.
Upon the termination of the Executive's employment, for any reason
whatsoever, and at any other time as requested by Employer, the Executive agrees
to surrender to Employer, in good condition, all records pertaining to
Employer's business operations and related to any work performed for Employer,
all Employer property, and any and all third party property, including all
Confidential Information, drawings, computer programs or copies thereof,
documentation, notebooks and notes, reports and any other materials on
electronic or printed media within the Executive's possession or under the
Executive's control. Included are any documents or media containing the names,
addresses, and other information with regard to customers or potential customers
of the Employer.
9. INVENTION ASSIGNMENT.
(a) Executive agrees that any Development Executive conceives,
develops, creates or prepares in the course of Executive's
employment with Employer shall be a work made for hire.
Executive hereby grants, transfers and assigns to Employer all
of his right, title and interest, if any, in any and all
Developments, including rights to translation and
reproductions in all forms or formats and the copyrights and
patent and patent application rights thereto, if any, and he
or she agrees that Employer may copyright said materials in
Employer's name and secure renewal, reissues and extensions of
such copyrights for such periods of time as the law may
permit. Executive hereby waives, as against Employer, its
successors and assigns and licensees, all his moral rights
which the Executive may have or will acquire in respect of the
copyright in any Developments. The Executive agrees to enforce
his or her moral rights as against others as directed by and
at the cost of Employer or its successor-in-title of the
copyright in the Developments. "Development" is defined as any
idea, invention, process, design, concept, or useful article
(whether the design is ornamental or otherwise), computer
program, documentation, literary work, audiovisual work and
any other work of authorship, hereafter expressed, related to
the business of the Employer or its Affiliates made or
conceived in the course of Executive's employment or
engagement whether solely or jointly by Executive during
Executive's employment whether or not subject to patent,
copyright or other forms of protection.
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(b) Items not assigned by this Section 9 are listed and described
on the attached "Schedule of Separate Works," for which the
parties agree to be effective must be signed by the Executive
and a duly authorized officer of Employer. Executive agrees
not to include any part of such items in the materials
Executive prepares for Employer unless and until such items
are licensed or assigned to Employer under separate written
agreement.
(c) At all times hereafter, Executive agrees promptly to disclose
to Employer all Developments, to execute separate written
assignments to Employer at Employer's request, and, at
Employer's cost, to assist Employer in obtaining patents or
copyrights in the U.S. and in all other countries, on any
Developments assigned to Employer that Employer, in its sole
discretion, seeks to patent or copyright. Executive also
agrees, at Employer's cost, to sign all documents, and do all
things necessary to obtain such patents or copyrights, to
further assign them to Employer, and upon Employer's
instruction and at Employer's cost, to reasonably protect
Employer against infringement by other parties at Employer's
expense with Employer prior approval.
(d) Executive shall keep complete, accurate, and authentic
information and records on all Developments in the manner and
form reasonably requested by Employer. Such information and
records, and all copies thereof, shall be the property of
Employer as to any Developments assigned to Employer.
Executive agrees to promptly surrender such information and
records at the request of Employer. All these materials will
be Confidential Information upon their creation.
10. NON-COMPETITION.
The Executive acknowledges that in the course of his or her employment
with Employer, Employer will give the Executive access to the Confidential
Information and the Executive's knowledge of the Confidential Information will
enable the Executive to put the Employer at a significant competitive
disadvantage if the Executive is employed or engaged by or becomes involved in a
Competitive Business. Accordingly, during the term of this Agreement and for a
period of twelve (12) months immediately following the termination of the
Executive's employment (unless for a shorter period of time as determined by
Employer as described below), for whatever reason, whether voluntary or
involuntary (with or without Cause), the Executive will not, without the written
consent of Employer, directly or indirectly, individually or in partnership or
in conjunction with any other person carry on, be engaged in, directly or
indirectly, in any manner whatsoever, including, without limitation, as an
employee, consultant, or advisor in any Competitive Business within North
America, provided however, an exceptions will be made following termination in
the case of (a) another business wherein the Executive is not working in a
competitive capacity and the competitive products and services that constitute a
Competitive Business are less than ten percent of such business' total revenue,
or (b) Executive's ownership of the shares of a publicly-traded company where
such ownership is less than 5% of the shares outstanding and
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Executive otherwise has no involvement, directly or indirectly, in the
operation, management or support of said company.
The Employer and Executive agree that in the case of a termination of the
Executive's employment without Cause as described in Section 13(e), the length
of the non-competition period in this Section 10 and the length of the
non-solicitation period in Section 11 may be shortened by the Employer in its
sole discretion, by the Employer providing the Executive with written notice
thereof within ten (10) business days of the effective date of termination. In
no event may the Employer reduce the non-competition and the non-solicitation
provision to less than three (3) months. Executive will be entitled to severance
pay from Employer during the duration of the non-competition period and the
non-solicitation period, as such duration may be adjusted hereunder, all in
accordance with Section 13(e). The Executive and Employer further agree that the
duration of the non-competition and the duration of the non-solicitation period
shall be equal and they shall run simultaneous with one another, so that by way
of example, if the Employer were to shorten the non-competition period to six
months following termination, then the non-solicitation period shall
automatically shorten to that same six months.
11. NON-SOLICITATION.
The Executive acknowledges the uniqueness of the customer and third
party relationships developed by the Employer and the unique opportunity that
the Executive's employment and the Executive's access to the Confidential
Information offers to interfere with such relationships. Accordingly, the
Executive will not while employed or engaged by Employer and for a period of
twelve (12) months following the termination of Executive's employment with
Employer (unless for a shorter period of time as determined by Employer as
described in the second paragraph of Section 10 above), whether the termination
is voluntary or involuntary (with or without Cause), or for any other reasons
whatsoever:
(a) directly or indirectly on Executive's own behalf or on behalf
of any other person or entity, solicit from, accept from, or
transact business which would constitute Competitive Business,
with any former, current or prospective customer or supplier
of Employer with which the Executive had substantial personal
contact on behalf of the Seller, or Employer during the
twenty-four (24) month period immediately preceding the
termination of the Executive's employment; or
(b) hire, solicit for hire, recruit, or retain the services of any
employee or consultant of Employer or any Affiliate of
Employer.
12. RECOGNITION.
The Executive hereby recognizes and expressly acknowledges that the
provisions of Sections 7, 10 and 11 grant to Employer only such reasonable
protection as is admittedly necessary to preserve the legitimate interests of
Employer and the Executive equally recognizes that the description of the
"Competitive Business" is reasonable. Executive acknowledges that the services
to be rendered by Executive hereunder are extraordinary and
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unique and are vital to the success of Employer, and that damages at law would
be an inadequate remedy for any breach or threatened breach of this Agreement by
Executive. Therefore, in the event of a breach or threatened breach by Executive
of any provision of this Agreement, then Employer may be entitled, in addition
to all other rights or remedies, to equitable relief, including temporary or
permanent injunction to restrain such breach.
13. TERMINATION OF EMPLOYMENT.
This Agreement may be terminated at any time for the following reasons:
(a) by the Employer for Cause;
(b) by the Employer in the event of the death of the Executive;
(c) by the Employer in the event of the Disability of the
Executive in which case the Executive shall be entitled, to
the extent he qualifies, to the disability benefits for
employees of the Employer in effect at such time in lieu of
any other compensation whatsoever in respect of the
termination of the Executive's employment;
(d) upon mutual agreement of the parties hereto;
(e) without Cause and other than for the reasons in subsections
(a) through (d) above by the Employer providing to the
Executive pay in lieu of notice (the "severance pay") in the
form of the continuation of the Executive's Base Salary during
the duration of the non-competition and non-solicitation
provisions set forth in Sections 10 and 11 herein, which as
described in Section 10 will be no longer than twelve (12)
months and no shorter than three (3) months, as determined by
Employer pursuant to Section 10. Notwithstanding the
foregoing, to the extent the Employment Standards Act
(Ontario) mandates the payment of Base Salary for a period
longer than three (3) months, then such period shall be deemed
to be the minimum period for the purposes of this Section
13(e) and Sections 10 and 11. The Executive agrees that his or
her only entitlement on termination without Cause is that
agreed to in this Agreement and for greater certainty and
except as provided herein, the Employee is not entitled to
notice or pay in lieu of notice or severance pay under common
law; and
(f) the Executive may terminate this Agreement at any time upon
thirty (30) days prior written notice to the Employer,
provided, however, the Executive shall continue to work for
the Employer during such notice period unless otherwise
directed by the Employer.
(g) By Executive if Employer breaches a material provision of this
Agreement or violates any applicable labor or employment laws
of Ontario, which breach or violation is not cured by Employer
within a reasonable period of time of its receipt of written
notice thereof.
14. EXECUTIVE REPRESENTATIONS, WARRANTIES, AND ACKNOWLEDGEMENTS.
Executive represents and warrants to Employer that he is fully
empowered to enter and perform his or her obligations under this Agreement and,
without limitation, that he or she is under no restrictive covenants to any
person or entity that will be violated by his or her
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entering into and performing this Agreement, and that this Agreement constitutes
a valid and legally binding obligation of the Executive enforceable in
accordance with its terms. The Executive further represents and warrants that in
the performance of his or her duties he or she will not make unauthorized use of
any confidential information of any third party or knowingly infringe the
intellectual property rights of any third party. The Executive shall indemnify
Employer upon demand for and against any and all judgements, losses, claims,
damages, costs (including without limitation all legal fees and costs, even if
incident to appeals) incurred or suffered by the Employer them as a result of
the breach of the representations and warranties made in this section, or as a
result of the failure of the acknowledgement made in this section to be true and
correct at all times. The Executive further represents that he is not resident
in the United States and is not a U.S. Person.
15. ENTIRE AGREEMENT.
This Agreement represents the entire understanding and agreement
between the parties with respect to the subject matter hereof, and supersedes
all other agreements, negotiations, understandings and representations (if any)
made by and between such parties.
16. AMENDMENTS.
The provisions of this Agreement may not be amended, supplemented,
waived or changed orally, but only by a writing signed by the party as to whom
enforcement of any such amendment, supplement, waiver or modification is sought
and making specific reference to this Agreement.
17. GOVERNING LAW AND VENUE.
This Agreement is to be governed by and construed and enforced in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein. The parties acknowledge that a substantial portion of
negotiations, anticipated performance and execution of this Agreement occurred
or shall occur in Ontario, Canada and that, therefore, without limiting the
jurisdiction or venue of any other federal or provincial courts, each of the
parties irrevocably and unconditionally (a) agrees that any suit, action or
legal proceeding arising out of or relating to this Agreement may be brought in
the courts of record of the Province of Ontario; (b) consents to the
jurisdiction of each such court in any such suit, action or proceeding; and (c)
waives any objection which it may have to the laying of venue of any such suit,
action or proceeding in any of such courts.
18. NOTICES.
Any notice, request, demand or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been given
if delivered or sent by facsimile transmission, upon receipt, or if sent by
registered or certified mail, upon the sooner of the date on which received is
acknowledged or the expiration of three (3) days after deposit in their post
office facilities properly addressed with postage prepaid. All notices to a
party will be sent to the address set forth below or to such other address or
person as such party may designate by notice to each party hereunder:
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To the Employer at:
Xxxxxx Technologies, Inc.
000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Human Resources Department
To the Executive Xxxxxxxx Xxxxx.
19. BINDING EFFECT.
All of the terms and provisions of this Agreement, whether so expressed
or not, shall be binding upon, inure to the benefit of, and be enforceable by
the parties and their respective administrators, executors, legal
representatives, heirs, successors and permitted assigns.
20. SEVERABILITY.
If any provision of this Agreement is contrary to, prohibited by or
deemed invalid under applicable law or regulation, such provision shall be
inapplicable and deemed omitted to the extent so contrary, prohibited or
invalid, but the remainder hereof shall not be invalidated thereby and shall be
given full force and effect so far as possible.
21. SURVIVAL.
Notwithstanding anything to the contrary herein, in the event the
Executive's employment and this Agreement is terminated, whether voluntarily or
involuntarily (with or without Cause), each party shall remain bound by the
provisions of this Agreement which by their terms impose obligations upon that
party that extend beyond the termination of this Agreement more particularly,
but not limited to, Sections 7, 10 and 11 of this Agreement.
22. WAIVERS.
The failure or delay of either party at any time to require performance
by the other party of any provision of this Agreement, even if known, shall not
affect the right of that party to require performance of that provision or to
exercise any right, power or remedy hereunder, and any waiver by a party of any
breach of any provision of this Agreement should not be construed as a waiver of
any continuing or succeeding breach of such provision, a waiver of the provision
itself, or a waiver of any right, power or remedy under this Agreement. No
notice to or demand on either party in any case shall, of itself, entitle such
party to any other or further notice or demand in similar or other
circumstances.
23. COUNTERPARTS.
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This Agreement may be executed by the parties in one or more
counterparts, each of which when so executed and delivered shall be deemed to be
an original and such counterparts shall together constitute one and the same
instrument.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
Effective Date.
INLOGIC SOFTWARE, INC.
By: /s/ Xxxx Xxxxx
--------------------------------------
Authorized Signing Officer
/s/ XXXXXXXX XXXXX
------------------------------- -----------------------------------------
Date Employee
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SCHEDULE OF SEPARATE WORKS
The following are works that are not assigned by section 9 of the
Employment Agreement, in which Executive has any right, title or interest, and
which were conceived or written either wholly or in part by Executive, prior to
or outside the scope of Executive's employment by Employer or Seller.
DESCRIPTION: (If none, enter the word "None")
Indicate any item listed above that has been published, registered as a
copyright, or is or has been the subject of a patent application:
Indicate the name of such organization or third party who also has rights in any
of the listed items (such as former employers, partners, etc.):
The foregoing is complete and accurate to the best of Executive's knowledge.
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Date Executive
------------------------------------- ------------------------------------
Date Employer (name and title)
- 15 -
SCHEDULE "A"
EXECUTIVE'S GENERAL ROLES AND RESPONSIBILITIES
Xxxxxxxx Xxxxx
President- Xxxxxx Canada, EVP
As the President of Xxxxxx Canada, EVP, your position will be based in Toronto
and report into both Xxxx Xxxxx and Xxxxx Xxxxxx. As the president of Xxxxxx
Canada you will be responsible for the seamless assimilation/ transition of the
Toronto operation into the overall Xxxxxx strategy. Additionally, as EVP you
will provide leadership and direction to Corporate initiatives as assigned by
the CEO.
