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EXHIBIT 99.2
EXPEDIACOM GLOBAL INC. OFFICER AGREEMENT
THIS AGREEMENT made this third day of January 1999, among COI
Solutions, Inc., a corporation duly incorporated under the laws of
Nevada, having its head office at Las Vegas, (the "Company ") and
Creative Spin Inc. a corporation duly incorporated under the laws of
Ontario, Canada, having its head office at Toronto and Xxxxxx X. Xxxxx,
(Company Name and Xxxxxx X. Xxxxx are hereinafter referred to
collectively as the "Officer").
WHEREAS:
1. The Company is engaged in the design, sourcing, development,
licensing, marketing and distribution of various telecommunications
products, concepts and related consulting services to both business and
consumer markets.
2. The Company and the Officer have agreed to enter into an
employment relationship for their mutual benefit;
NOW THEREFORE in consideration of the mutual covenants and
agreements contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereto agree as
follows:
1. Duties
The Company appoints the Officer to undertake the duties and
exercise the powers as Treasurer of the Company as may be requested of
the Officer by the Board of Directors of the Company, and in the other
offices to which he may be appointed by any subsidiary companies of the
Company, and the Officer accepts the office together with the initial
mandate established by the Board of Directors outlined in Schedule A
hereto, on the terms and conditions set forth in this Agreement.
2, Term
The appointment shall commence with effect from January 3, 1999,
for a minimum of three years and shall continue thereafter until
terminated in accordance with the provisions of this Agreement.
3. Compensation
(1) The fixed remuneration of the Officer for his services shall
be at the rate of US$120,000.00 for the first year of employment
pursuant to this contract commencing January 3, 1999, The fixed
remuneration will be payable in equal installments semimonthly in
arrears in each month during the Term, The fixed remuneration shall be
reviewed 90 days prior to the anniversary of employment pursuant to
this contract. The review will be undertaken by assessing the Officer's
achievement of the over-all objectives established by the Company and
by having regard to the market rates of remuneration paid in the United
States for similar duties and responsibilities.
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(2) In addition to the fixed remuneration, the Officer shall be
entitled to receive such bonus remuneration, and to participate in
officer incentive and stock option plans, if any, in respect of each
year of employment during the Tenn, as the Board of Directors of the
Company or any committee thereof, in its sole discretion may authorize
4. Benefits
(1) Automobile The Officer shall be provided with an automobile
allowance of US$650.00 per month plus reimbursement for fuel expenses
generated by the use of the automobile on behalf of the Company on the
provision by the Officer or receipts acceptable to the Company in
connection with it.
(2) Expenses. It is understood and agreed that the Officer will
incur expenses in connection with his duties under this Agreement. The
Company will reimburse the Officer for any expenses provided that the
Officer provides to the Company an itemized written account acceptable
to the Company with thirty days after they have been incurred. The
Officer will not be reimbursed for any item in excess of US $5,000.00
unless approved in advance by the Board of Directors.
(3) Benefit Plans. The Officer shall participate in all benefit
plans which the Company provides from time to time to employees of the
Company generally in accordance with and subject to the terms of the
applicable fund, plan or arrangement in effect to the Company from time
to time.
5. Pro-Rata Entitlement in the Event of Termination.
If the Officer's employment is terminated for any reason
whatsoever, the Officer shall receive the appropriate pro rata portion
of the Officer's Compensation, Benefits and fully earned bonus
remuneration (if any) in respect of the year of employment in which the
effective date of the termination of employment occurs.
Authority
(1) The Officer shall have, subject always to the general or
specific instructions and directions of the Board of Directors of the
Company, full power and authority to manage and direct the business and
affairs of the Company (except only the matters and duties as by law
must be transacted or performed by the Board of Directors or by the
shareholders of the Company in general meeting), including power and
authority to enter into contracts, engagements or commitments of every
nature of kind in the name of and on behalf of the Company and to
engage and employ and to dismiss all managers and other employees and
agents of the Company other than officers of the Company, provided
always that no contract shall be made which might involve the Company
in an Expenditure exceeding US $50,000.00 and no person shall be
engaged or appointed as an employee of the Company at remuneration in
excess of US $100,000.00 per annum without, in each case, the prior
approval of the Board of Directors.
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(2) The Officer shall conform to all lawful instructions and
directions given to him by the Board of Directors of the Company, and
obey and carry out the by-laws of the Company.
7. Service
(1) The Officer, throughout the term of his appointment, shall
devote his full time and attention to the business and affairs of the
Company and its subsidiaries and shall not, without the consent in
writing of the board of Directors of the Company undertake any other
business or occupation or become a director, officer, employee or agent
of any other company, firm or individual.
(2) The Officer shall well and faithfully serve the Company and
its subsidiaries and use his best efforts to promote the interests
thereof and shall not disclose the private affairs or trade secrets of
the Company and its subsidiaries to any person other than the Directors
of the Company or for any purposes other than those of the Company any
information he may acquire in relation to the Company's business.
(3) The Officer may, during the Term perform duties and provide
services to other entities, provided that all proposed arrangements am
approved in advance by the Company, such approval not to be
unreasonably withheld and that the proposed arrangements do not relate
to a competitive business.
8. Non-competition
(1) The Officer agrees with and for the benefit of the Company
that for a period of six months from the date of termination of the
Officer's employment, however caused, he will not for any reason,
directly or indirectly, either as an individual or as a partner or
joint venturer or as an employee, principal, consultant, agent,
shareholder, officer, director, or salesperson for any person, firm
association, organization syndicate, company or corporation, on in any
manner carry on, be engaged in, concerned with, interested in, advise,
lend money to, guarantee the debts or obligations of, permit his name
or any part of it to be used or employed by any person, business, firm,
association, syndicate, company, organization or corporation concerned
with or engaged or interested in a business which is the same as, or
competitive with, the business of the Company including, without
limitation, any business relating to Telecommunications within the
geographical area North America; nor will the Officer solicit or accept
business with respect to products competitive with those of the Company
from any of the Company's customers, wherever situate; provided that
the Officer shall be entitled, for investment purposes, to purchase and
trade shares of a public company which are listed and posted for
trading on a recognized stock exchange and the business of which public
company may be in competition with the business of the Company,
provided that the Officer Shall not directly or indirectly, own more
than 10% of the issued share capital of the public company, or
participate in its management or operation or in any advisory capacity.
(2) The Officer further agrees that, during employment pursuant to
this Agreement and for a period of six months following termination of
employment, however
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* The Officer understands and agrees that the Company has a
material interest 'in preserving the relationship it has
developed with its customers against impairment by
competitive activities of a former employee. Accordingly, the
Officer agrees that the restrictions and covenants contained
in paragraph 9 and those contained in paragraph 8 of this
Agreement and the Officer's Agreement to it by his execution
of this Agreement, are of the essence to this Agreement and
constitute a material inducement to the Officer to enter into
this Agreement and to employ the Officer, and that the
Company would not enter into this Agreement absent an
inducement. Furthermore, the claim or cause of action by the
Officer against the Company whether predicated on this
Agreement or otherwise, shall not constitute a defence to the
enforcement by the Company of the covenants or restrictions
provided, however, that if any provision shall be held to be
illegal, invalid or unenforceable in any jurisdiction, the
decision shall not affect any other covenant or provision of
this Agreement or the application of any other covenant or
provision.
9. Intellectual Property
* Intellectual Property means all legally recognized rights
that result or derive from the Officer's services provided to
the Company or with the knowledge, use or incorporation of
Confidential Information, and includes but is not limited to
developments, inventions, designs, works of authorship,
topographies, improvement and ideas, whether or not
patentable, copyrightable or registrable, conceived or made
by the Officer (individually or in collaboration with others)
during the Term or which result from or derive from the
Company's resources or which am reasonably related to the
business of the Company.
* The Officer agrees to disclose to the Company all
Intellectual Property developed by the Officer during the
Term, either individually or in collaboration with others,
that relates directly or indirectly to the business of the
Company. The Officer acknowledges and agrees that all. right
title and interest of any kind whatsoever in and to such
Intellectual Property and all other matters that the Officer
now has or may at any time in the future acquire in or
relating to the subject matter of Confidential Information
and all copyrights, patents, rights to apply for patents,
licenses and all other intellectual property rights that the
Officer now has or may at any time in the future have in any
of the foregoing is and will be the exclusive property of the
Company and the Company will have absolute discretion to
determine how to use this intellectual property, All work
done by the Officer or any other member of the Company is a
work for hire under which the Company is the first author for
copyright purposes. Copyright will vest in the Company. On
notice from the Company the Officer shall execute such
documents and do such things, without further consideration
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but at the Company's expense as the Company will reasonably
request in order to confirm the Officer's assignment of the
foregoing property and rights to the Company.
* The Officer hereby waives all moral rights he has or will
have in the Intellectual Property. The Company may assign the
benefit of this waiver to any purchaser, assignee or licensee
of the Intellectual Property or of any portion of the
Intellectual Property.
The headings used in this Agreement are for convenience only and
are not to be construed in any way as additions to or limitations of
the covenants and agreements contained in it.
20. Governing law
This Agreement shall be construed in accordance with the laws of
the State of Nevada.
IN WITNESS WHEREOF this Agreement has been executed by the parties
to it, the day, month and year first written above.
SIGNED, SEALED AND DELIVERED in the presence of:
COI Solutions, Inc.
per: /s/ Xxxxxx Xxxxxx
I have authority to bind the
company"
Creative Sprin Inc.
per: /s/ Xxxxxx Xxxxxx
I have authority to bind the
company"
WITNESS /s/ Xxxx X. Xxxxx
