EXHIBIT 10.11
EMPLOYMENT AGREEMENT
THIS AGREEMENT made the 15th day of March, 2005.
BETWEEN:
FREE DA CONNECTION SERVICES INC., a British Columbia
Corporation having its registered and records office at
Suite 301 - 0000 Xxx Xxx Xxxxxx,
Xxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereafter called the "EMPLOYER")
OF THE FIRST PART
AND:
XXXXXXXX XXXX, an individual
residing at 0000 Xxxxxxxx Xxxxxx,
Xxxxxxx, X.X., X0X 0X0
(hereafter called the "EMPLOYEE")
OF THE SECOND PART
WHEREAS, pursuant to this Agreement, the employee is to be employed by the
Employer in a position of trust and confidence and under conditions where he has
or may have access to technical, confidential and secret information regarding
the business of the Employer;
AND WHEREAS the Employee recognizes that as part of the duties of his
employment, all ideas and suggestions of interest to the Employer, conceived or
made by him while he is employed by the Employer shall be immediately
communicated to and made available to the Employer;
AND WHEREAS the Employee may be trained by the Employer in connection with
the business and through such training or otherwise during his employment the
Employee may acquire or create knowledge, experience and expertise, as well as
detailed knowledge of the Employer's confidential customer and supplier lists
and information, marketing and production techniques, price lists, trade secrets
and other proprietary intellectual property, all of which the Employee
acknowledges is and shall be the property of the Employer, the disclosure, loss
or unauthorized use of which would substantially harm the business of the
Employer;
AND WHEREAS the Employee may create, develop or invent new and separate
intellectual property, trade secrets, designs or other inventions during the
term of his employment, whether in the work place of the Employer or elsewhere;
which property, whether capable of protection under patent, copyright,
industrial design or other intellectual property laws, is intended to be and
shall be the sole and exclusive property of the Employer;
AND WHEREAS the Employee acknowledges that the Employer is relying upon the
representations, conditions, warranties or other terms of this Agreement made by
the Employee herein as well as the full and proper performance of the
obligations of the Employee hereunder in consideration for the employment of the
Employee:
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective
covenants and agreements of the parties contained herein, the sum of one dollar
paid by each to the other and other good an valuable consideration (the receipt
and sufficiency of which is hereby acknowledged by each of the parties hereto),
it is agreed as follows:
CLAUSE 1 - AGREEMENT
--------------------
1.1 TERMINATION OF PRIOR AGREEMENTS: This Employment Agreement, from and
after the date it is effective, supercedes and takes the place of any other
contract of the same nature, including any consulting agreements, heretofore
existing between the parties.
CLAUSE 2 - EMPLOYMENT
---------------------
2.1 EMPLOYMENT: Subject to the terms and conditions contained herein, the
Employer agrees to employ the Employee and the Employee agrees to be employed by
the Employer in its business and will have the title of Director of Engineering;
unless and until the Employer may change such title, designation or duties of
the Employee.
2.2 CONFORM WITH DIRECTIONS AND POLICIES: During his employment with the
Employer, the Employee shall in all respects conform to and comply with the
directions and policies of the Employer, perform each of the duties assigned
from time to time by the Employer to the best of his skill and ability,
faithfully and diligently serve the Employer, use his best efforts to promote
the interests and reputation of the Employer and, unless separately provided in
Schedule A to this Agreement, devote his full working time, attention and
energies to the business of the Employer.
2.3 The Employee's employment may be terminated:
(a) by the Employer
(i) for just cause at any time by the Employer without notice and without
any payment in lieu of notice. The effective date of termination may be the
date that such cause occurred. "JUST CAUSE" includes, without limitation, any
misconduct by the Employee, any wilful breach or non-observance by him of any of
the conditions or obligations of this
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Agreement, any neglect or refusal by him to carry out any his duties hereunder,
any negligent performance of such duties, any insubordinate or insulting
behaviour towards the Employer, its officers and clients; or
(ii) without cause, upon giving notice in the first three months of
employment of not less than two weeks, from 4 months to 12 months not less than
six weeks notice, in year two of employment 4 month notice and thereafter 5
months notice; provided that, if by reason of any change in the statute law of
the jurisdiction governing this Agreement, the minimum period of notice required
by law should exceed the notice set forth in this paragraph, then the greater
notice so required shall apply;
and the Employee hereby waives any claim to further notice or compensation, and
the Employee agrees that the foregoing notice period(s) are deemed conclusively
to be reasonable notice of termination.
(b) by the Employee, upon the Employee giving the Employer, during the first
year of employment, 30 days written notice, and thereafter, 60 days written
notice.
(c) during the first three months of employment by either the Employer or
the Employee giving notice to the other of seven days.
In the event that the Employer or the Employee may terminate this Agreement,
except for Just Cause as hereinbefore defined, the Employer may in its absolute
discretion determine that the Employee be released from work obligations
immediately upon the giving of notice. In such event, the Employer shall pay to
the Employee during the period of notice that would otherwise have been worked
by the Employee, the amount of salary and benefits, except those benefits
provided for work purposes (such as an automobile allowance, expense account or
the like), upon the same frequency and in the same manner as if the Employee had
remained employed. The Employee shall be obligated to disclose to the Employer
all income which the Employee receives during the period of notice, and such
amount shall be deducted from the Employer's obligations during the period of
notice. In its absolute discretion, the Employer may determine to make
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payment to the Employee of the entire amount of the compensation to be paid in
lieu of notice in a single lump sum payment.
2.4 EMPLOYEE NOT TO ENGAGE IN OTHER EMPLOYMENT: The Employee agrees not to
engage or be interested in, directly or indirectly, any other business or
employment during the term of this employment, save and except with the express
written permission of the Employer, given in writing or as may be set forth on
Schedule A to this Agreement.
2.5 EMPLOYEE'S FAMILY NOT TO ENGAGE IN SIMILAR BUSINESS: The Employee
agrees that neither the Employee nor any member of the Employee's family shall
engage or be interested in the same or any similar business to that carried on
by the Employer, directly or indirectly, either as principal, agent, major
stockholder, partner, employee, investor, lender or otherwise during the term
hereof, without the written consent of the Employer. This clause shall not
apply to the holding of stock traded to the public, in any recognized stock
market organized for the sale of shares to the public, where the shareholdings
of the Employee or member of the Employee's family shall not exceed 5% of the
issued share capital available for trading to the public.
CLAUSE 3 - REMUNERATION AND BENEFITS
------------------------------------
3.1 REMUNERATION: During the Employee's employment with the Employer, the
Employee shall be entitled to receive the following remuneration:
(a) the salary of $90,000 CANADIAN ANNUALLY IN THE FIRST SIX MONTHS, THEN
$105,000 CANADIAN ANNUALLY AFTER THE EXPIRATION OF SIX COMPLETED MONTHS OF
EMPLOYMENT, paid monthly, in equal instalments on the 15th and last day of each
and every month;
(b) the employee will be granted 50,000 shares in the Company as a
signing bonus;
(c) the employee will be registered in the Employee Stock Option Plan (ESOP)
and will be entitled to a total of 175,000 options vesting in accordance
with the ESOP with said options being priced at $0.01 per share, or the maximum
allowable discount granted by the SEC; or
(d) such further and other remuneration as the Employee and the Employer may
agree to in writing from time to time.
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3.2 NO RIGHT TO XXX: The Employee shall have no further right to xxx the
Employer for damages or additional wages or benefits other than as set out in
this Agreement.
3.3 ADJUSTMENT OF REMUNERATION: The Employer and the Employee may from time
to time, by mutual written agreement, adjust the amount of the salary referred
to in clause 3.1 hereof without changing the interpretation of any of the other
provisions of this Agreement.
3.4 REDEFINITION OF EMPLOYMENT: The Employer may from time to time redefine
the job title, description, place of employment, functions or responsibilities,
or any of them, of the Employee, without changing any of the rights or
obligations of the parties hereto.
3.5 REIMBURSEMENT OF EXPENSES: The Employee shall be reimbursed by the
Employer for all business expenses actually and properly incurred by the
Employee in connection with his duties under this Agreement in accordance with
the normal policy of the Employer. The reimbursement of expenses shall be
subject to the provision by the Employee to the Employer of receipts, statements
and vouchers to the satisfaction of the Employer consistent with that policy.
Expenses incurred by the Employee not in accordance with the policy of the
Employer shall be for the sole expense of the Employee.
3.6 BENEFITS: The Employer will make available to the Employee the
benefits, in its sole discretion, it makes available to other employees from
time to time, and shall provide the Employee with written notice and disclosure
thereof.
3.7 BONUS: In addition to the salary described in clause 3.1 (a) above,
the Employee shall be entitled to consideration for bonuses from time to time.
The Employee understands and agrees that the amount of such bonus, entitlement
to and payment of any bonuses is entirely within the sole and arbitrary
discretion of the Employer. In the event that this Agreement and the Employee's
employment hereunder is terminated by either party for any reason whatsoever, no
bonus shall be payable to the Employee except any bonus previously awarded that
remains unpaid, and only to the extent that such bonus is unpaid.
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3.8 CAR ALLOWANCE: The Employer may, in its absolute discretion, provide to
the Employee an allowance for the operation of an automobile where such
automobile expenses are reasonably utilized in the performance of the Employee's
duties as an employee under this Agreement.
3.9 CELLULAR PHONE: The Employer, in its absolute discretion, may elect to
provide to the Employee a monthly allowance of $ 400.00 towards the costs and
charges which may be incurred by an employee as a result of the use of a
cellular telephone where the same can reasonably be required for the performance
of the Employee's duties. Alternatively, the Employer may elect to provide the
Employee with a cellular telephone and a subscription for the service of such
phone, in which event the Employee shall reimburse the Employer for all costs of
a personal nature incurred in the service contract for such telephone. In the
event that the Employer provides the Employee with such telephone and telephone
subscription service, the Employee shall deliver up all billing records of the
telephone to the Employer, and the Employer shall be entitled to rely upon them
for the purposes of this Agreement.
3.10 NO PROVISION FOR TAXABLE BENEFIT: The Employer shall not be obliged to
reimburse or otherwise make allowance to the Employee in respect of any deemed
benefit or income for income tax purposes as a result of the provision to and
use by the Employee of any benefit or allowance provided by the Employer to the
Employee.
CLAUSE 4 - VACATION
-------------------
4.1 VACATION ENTITLEMENT: The Employee shall be entitled to three weeks of
vacation at the expiration of the first completed 12 month period of employment,
to be taken in accordance with company policy. After the expiration of two
completed years of employment, the Employee shall be entitled to four weeks of
vacation, with pay, in each year, to be taken as per company policy. After the
expiration of six years of completed employment, the Employee shall be entitled
to six weeks of vacation with pay in each year, to be taken as per company
policy.
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CLAUSE 5 - EMPLOYEE COVENANTS NON-COMPETITION
---------------------------------------------
5.1 NON-COMPETITION: During the Employee's employment with the Employer and
for a period of:
(a) one year; or in the event that such time period is found by any court of
competent jurisdiction to be unreasonable or otherwise unenforceable,
(b) nine months; or in the event that such time period is found by any court
of competent jurisdiction to be unreasonable or otherwise unenforceable,
(c) six months;
following the termination of the Employee's employment with the Employer, the
Employee covenants and agrees not to compete, either directly or indirectly,
with the business of the Employer within
(a) the world; or in the event that such geographic area is found by any
court of competent jurisdiction to be unreasonable or otherwise unenforceable,
(b) anywhere in North America, or in the event that such geographic area is
found by any court of competent jurisdiction to be unreasonable or otherwise
unenforceable,
(c) within the territories of the United States of America or Canada, or
either of them; or in the event that such geographic area is found by any court
of competent jurisdiction to be unreasonable or otherwise unenforceable,
(d) within the territory of Canada.
5.2 DEEMED TO BE COMPETING: Without limiting the generality of the
foregoing, the Employee shall be deemed to be competing, directly or indirectly,
with the business of the Employer if he shall:
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(a) individually, or in partnership or as a shareholder of a corporation or
otherwise in conjunction with any person, firm or corporation, carry on a
business that competes with the Employer's business;
(b) enter into, carry on or is engaged in, connected with or interested in
any aspect of the Employer's business;
(c) solicit or contact, for the purpose of solicitation, any person that is
a customer or active prospect of the Employer at the date of termination of the
employment for the purpose of selling or supplying, whether directly or
indirectly, any product or service that competes with and is similar to the
Employer's business; or
(d) solicit or contact, for the purpose of any solicitation, any employee of
the Employer for employment or any other engagement.
5.3 CONFIDENTIALITY: The Employee acknowledges that any information which
may reasonably be described by the Employer as "secret" includes and means
information known or used by the Employer in connection with its business,
including but not limited to customer lists and information, financial
information, marketing information, business opportunities, technology, research
and development and information relating to the Employer's intellectual
property, and includes other information received from others that the Employer
may be required to keep confidential. The Employee agrees that he will hold in
confidence, as the Employer's fiduciary, and keep confidential during and after
the term of his employment, all of the secret information or secrets which at
any time become known to him, unless and until such secret information or
secrets are generally available to the public through no breach of this
Agreement.
5.4 The Employee will only use such secret information or secrets for the
benefit of the Employer. The Employee will ensure that all items that come into
his possession which contain any of the secret information or secrets are marked
with prominent confidentiality notices acceptable to the Employer. All tangible
items embodying or disclosing any portion of the secret information or secrets
will be dealt with in accordance with the provisions set out above concerning
documents and materials.
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5.5 The Employee specifically acknowledges that any violation of the
provisions of this clause will cause irreparable injury to the Employer, and the
Employer will be entitled, in addition to any other rights and remedies it may
have, to injunctive relief against the Employee.
5.6 The Employee acknowledges and agrees that the restrictions of this
clause are necessary and fundamental to the protection of the Employer and its
business interests, and each is reasonable and valid, and they are,
collectively, reasonable and valid, and the Employee specifically waives all
defences to the strict enforcement of these provisions.
CLAUSE 6 - EMPLOYEE COVENANTS
-----------------------------
6.1 COVENANTS OF THE EMPLOYEE: The Employee covenants both during and
after employment with the Employer as follows:
(a) that, except in fulfilment of his duties hereunder, he shall not enter
into any contract on behalf of, or in the name of, the Employer and shall not
pledge the credit of the Employer;
(b) that he shall not at any time be guilty of any act or conduct causing or
calculated to cause damage or discredit to the reputation or business of the
Employer;
(c) that he shall not at any time during his employment with the Employer or
after the termination thereof take any steps or make any approach, either
directly or indirectly, to any employee of the Employer calculated to lead to
such employee leaving his or her employment;
(d) that as soon as notice of termination of employment has been given by
either party and/or his employment shall terminate, whichever is the earlier, he
shall deliver up to the Employer all books, records, printouts, lists, notes and
other documents or copies thereof relating to the business of the Employer which
may be in his possession or directly or indirectly under his control;
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(e) that he shall not at any time during or after employment use for his own
interest, and shall not release directly or indirectly to anyone any information
concerning the Employer's business practices, operations, procedures, policies,
budget, products, financial information, client names, suppliers or the like,
which the Employer shall deem confidential or against its business interests;
and
(f) the Employee further acknowledges that the information found in the
Employer's books, records, printouts, lists, notes or any other documents or
copies thereof relating to the business of the Employer is the exclusive
property of the Employer and can only be used for the benefit of the Employer.
6.2 DEVELOPMENT OF INTELLECTUAL PROPERTY: The Employee covenants both
during and after employment with the Employer that it is a term of his
employment that he may, from time to time, be involved in the creation or
development of inventions, ideas, trade secrets, designs or other intellectual
property, and that all such intellectual property developed by the Employee or
in which development the Employee participates during the term of his
employment, wheresoever or howsoever such development may occur, shall be the
sole and exclusive property of the Employer; and the Employee specifically
waives any entitlement to ownership or an ownership interest in the said
intellectual property. Notwithstanding the foregoing, certain intellectual
property and the creation of it may give rise to moral rights of the Employee
which, pursuant to the law of the jurisdiction in which the Employee may be
located, may not be transferable or assignable to the Employer. To the extent
that such moral rights are not assignable, the Employee specifically agrees that
he hereby waives any and all entitlement to such moral rights and that he will
take no action of any kind, both during his employment and thereafter, for the
enforcement of such moral rights against the Employer or the interests of the
Employer's business.
CLAUSE 7 - INCAPACITY OF THE EMPLOYEE
-------------------------------------
7.1 Notwithstanding any other provision of this Agreement, where, during the
term of this Agreement, the Employee, by reason of his mental or physical
condition ("INCAPACITY") is unable, in the sole opinion of the Employer, acting
reasonable, to perform his duties hereunder, and such Incapacity shall continue
for a period of more than two consecutive or non-consecutive months
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within a 12-month period, the Employer shall thereafter have the right, on not
less than 30 days written notice to the Employee to terminate this Agreement and
the Employee's employment. In such event, notwithstanding the provisions of
this Agreement with respect to termination hereinbefore set out, the Employee
shall have no claim for wages or damages against the Employer, except for the
payment of his full salary and benefits to the date of termination.
CLAUSE 8 - GENERAL CONTRACT PROVISIONS
--------------------------------------
8.1 GOVERNING LAW: The terms of this Agreement are governed under the laws
of the Province of British Columbia, and of Canada, and is under such laws to be
considered a contract of employment.
8.2 NO RELATED PARTY DEALINGS: The Employee shall not be allowed to deal on
behalf of the Employer with any company in which he or his immediate family has
an undisclosed financial interest.
8.3 NOTICE: Any notice to be given by either party hereunder may be validly
given if sent by registered mail, postage prepaid, addressed to the other at the
address set forth above, and such notice shall be deemed to have been received
if sent by registered mail on the third business day after the date of mailing.
Alternatively, such notice may be given personally, and it shall be deemed to
have been received on the date of its receipt.
8.4 SURVIVAL: The representations, warranties and covenants of the Employee
contained in this Agreement shall survive any termination of the Employee's
employment with the Employer.
8.5 INJUNCTIVE RELIEF AND DAMAGES: The Employee agrees that in the event of
any breach of this Agreement by the Employee, damages may not be an adequate
remedy and that the Employer will be entitled to make application to a court of
competent jurisdiction for temporary or permanent injunctive relief against the
Employee, without the necessity of proving actual damage to the Employer.
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8.6 SEVERABILITY: If any covenant or provision contained herein is
determined to be void, invalid or unenforceable, in whole or in part, for any
reason whatsoever, it shall not be deemed to affect or impair the validity or
enforceability of any other covenant or provisions hereof, and such
unenforceable covenant or provisions or part thereof shall be treated as
severable from the remainder of this Agreement.
8.7 NO UNTRUTHS: The Employee represents and warrants that all information
provided to the Employer in any application form or during any interview for
employment was and remains accurate and contains no untruths or
misrepresentations. The Employee agrees that the provision of any false or
misleading information on an application form or during any employment interview
or in respect of any employment disciplinary matter during the employment are
grounds for immediate dismissal of the Employee by the Employer, as Just Cause,
without any further compensation payable to the Employee.
CLAUSE 9 - JOB DESCRIPTION
--------------------------
9.1 JOB DESCRIPTION: The Employee acknowledges that he has been hired to
perform the job description set out as Schedule B to this Agreement. The
Employee specifically acknowledges that, from time to time, the nature of the
Employer's business may require the Employer, acting reasonably, to alter the
job description and requirements of employment by the Employee. Such alteration
may require the Employee to perform differing duties from those of the original
employment description contained in Schedule B, to relocate and to take up
residence elsewhere than where the Employee may be residing at the commencement
of the employment, and to accept a position within the structure of the
Employer's business differing in title and status from that of the initial
employment. The Employer shall be entitled, acting reasonably, to exercise its
management discretion to make such changes to the employment as in its absolute
discretion it deems necessary for the business.
9.2 ENTIRE AGREEMENT: This Agreement and any schedules attached hereto
constitutes the whole of the agreement between the parties. There are no
collateral representations, agreements or conditions not specifically set forth
herein. The Employee acknowledges that any express representations not
contained in this Agreement, made negligently, innocently or otherwise to the
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Employee by the officers, directors, employees or agents of the Employer,
whether acting with actual or ostensible authority or otherwise, and whether
such representations are made prior to, on or subsequent to the date hereof,
have been, are or shall be so made without responsibility on the part of the
Employer, its officers, directors, employees or agents, for any tortious
liability, economic losses, non-pecuniary losses or other damages. The Employee
also further acknowledges and agrees that any representation that may by
implication arise as a result of the past, present or future interactions of the
Employer and the Employee, shall not attribute or import any tortious liability
to the Employer, its officers, directors, employees or agents.
9.3 AMENDMENTS: No modification, amendment or variation hereof shall be of
effect or binding upon the parties hereto unless agreed to in writing by each of
them, and thereafter such modification, amendment or variation shall have the
same effect as if it had originally formed part of this Agreement.
9.4 ENUREMENT: This Agreement shall enure to the benefit of and be binding
upon the parties hereto, and their respective legal personal representatives,
heirs, executors, administrators or successors.
9.5 ASSIGNMENT: This Agreement is personal to the Employee and may not be
assigned by the Employee.
9.6 WAIVER: No waiver by the parties hereto of any breach of any condition,
covenant or agreement hereof shall constitute a waiver of such condition,
covenant or agreement except in respect of the particular breach giving rise to
such waiver.
9.7 EMPLOYEE'S ACKNOWLEDGEMENT: The Employee acknowledges that he has read
and understands the foregoing, and that the Employer has advised him that this
Agreement substantially alters and supercedes the Employee's rights at common
law. The Employee specifically acknowledges that the Employer has advised him
to seek independent legal advice prior to executing this Agreement.
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9.8 TRANSMISSION BY FACSIMILE: The parties hereto agree that this Agreement
may be transmitted by facsimile or such similar device, and the reproduction of
signatures by facsimile or such similar device will be treated as binding as if
originals, and each party hereto undertakes to provide each and every other
party hereto with a copy of the agreement bearing original signatures forthwith
upon demand.
9.9 TERMINATION IN THE EVENT OF CHANGE OF CONTROL: Notwithstanding the
provisions of this Agreement hereinbefore set out in respect of termination of
the Employee, in the event that, by reason of change of control of the Employer,
as hereinafter defined, the Employee may be terminated and, upon termination,
the Employee shall be entitled to be paid, in lieu of notice, a sum equal to
twice the payment to which the Employee would have been entitled if the
termination had been for otherwise than for Just Cause.
9.10 In the event of such termination by reason of change of control, the
following provisions shall apply:
(a) the Employee shall be deemed to have been granted and available for
immediate exercise any options, rights, warrants or other entitlements issued by
the Employer or any affiliate of it for the purchase or acquisition of shares in
the capital of the Employer or any affiliate thereof, whether or not such
options, rights, warrants or other entitlements may then be exercised, provided
that any options, rights, warrants or other entitlements which are required to
be exercised upon notice after being available to the Employee, they shall be
exercised within a period of not less than three months of the date of
termination or shall lapse and be void and of no further force and effect;
(b) the Employer will not seek in any way to amend the term of any loans
from the Employer to the Employee;
(c) the Employer will provide to the Employee job relocation counselling
services of a firm chosen by the Employee, at a cost to the Employer not to
exceed $10,000.00;
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(d) if, at the date of termination by reason of change of control, the
Employee holds any membership in any clubs, social or athletic associations paid
for by the Employer that were for the Employee's regular use, the Employer will
not take any action to terminate such memberships but will not renew such
memberships that expire or make any payment in respect of such memberships in
support of the Employee for the period after the date of termination by reason
of change of control;
(e) notwithstanding any other provision in this Agreement, to the extent it
is able to do so, the Employer will maintain for a period of three months after
the date of termination by reason of change of control all group medical and
insurance benefits that the Employee was entitled to receive immediately prior
to the date of such termination; and
(f) the Employer will pay to the Employee all outstanding and accrued
regular and special vacation pay to the date of termination by reason of change
of control.
9.11 Change in control shall mean, for the purposes of this clause, any one
of the following:
(a) the acquisition or continuing ownership by any person or persons acting
jointly or in concert, directly or indirectly, of common shares or of
convertible securities which, when added to all of the securities of the
Employer at the time held by such person or persons, or persons associated or
affiliated with such person or persons within the meaning of the Canada Business
Corporations Act (collectively, the "ACQUIRORS"), and assuming the conversion,
exchange or exercise of convertible securities beneficially owned by the
Acquirors, results in the Acquirors beneficially owning shares that would,
notwithstanding any agreement to the contrary, entitle the voters thereof for
the first time to cast more than 50% of the votes attaching to all shares in the
capital of the Employer that may be cast to elect directors;
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(b) the exercise of the voting power of all or any shares of the Employer so
as to cause or result in the election of a majority of directors of the Employer
who were not incumbent directors;
(c) the sale, lease, exchange or other disposition of all or substantially
all of the Employer's assets; or
(d) an amalgamation, merger, arrangement or other business combination
involving the Employer that results in the securityholders of the parties to the
business combination other than the Employer owning, directly or indirectly,
shares of the continuing entity that entitle the holders thereof to cast more
than 50% of the votes attaching to all shares in the capital of the continuing
entity that may be cast to elect directors.
9.12 A termination by reason of change of control shall mean a termination
which occurs within the first anniversary of the event constituting the change
of control and that is other than for Just Cause and conducted for the purposes
of reorganization of the Employer by reason of the change of control.
9.13 In this Agreement the use of the singular shall mean the plural and of
the masculine shall mean the feminine, as the case may be, where the same is
necessary to give effect to and make reasonable the terms of this Agreement.
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IN WITNESS WHEREOF the parties hereto have duly executed this Employment
Agreement effective the day and date first above written.
)
SIGNED AND DELIVERED on behalf of the )
Employer )
FREE DA CONNECTION SERVICES INC. )
) FREE DA CONNECTION SERVICES INC.
by its duly authorized signatory ) Per:
in the presence of )
)
)
--------------------------------- ---------------------------------
Witness DULY AUTHORIZED SIGNATORY
SIGNED, SEALED AND DELIVERED by
THE EMPLOYEE
in the presence of
--------------------------------- ---------------------------------
Witness EMPLOYEE
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