EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT made as of the __22__ day of __March__, 2001.
BETWEEN:
Cormax Business Solutions Inc., ("Cormax Inc.") a body corporate
incorporated under the laws of the state Utah owning 100% of the shares of
Expanded Systems Solutions Inc., a Canadian Federal Corporation, having
offices in the City of Calgary, in the Province of Alberta, (hereinafter
collectively called the "Corporation")
OF THE FIRST PART
- and -
Xxxxxxx Xxxxxxxxx, an individual residing in the City of Calgary, in the
Province of Alberta (hereinafter called the "Employee")
OF THE SECOND PART
WHEREAS the Corporation wishes to retain the services of the Employee
in the capacity of Manager of Operation for the Network Division of the
Corporation, to assist in the furtherance of its Business activities as
hereinafter defined;
AND WHEREAS Cormax Business Solutions Inc. and Expanded System Solutions
Inc., agreed in respect to the claims of the Employee hereunder referred to
herein as the Corporation;
AND WHEREAS the Corporation and the Employee have agreed that their
relationship will be governed by the terms and conditions of this Employment
Agreement (hereinafter the "Agreement");
AND WHEREAS as of the effective date of this Agreement the Business
activities will be performed by the Employee in respect to the subsidiary
Expanded Systems Solutions Inc. ("Expanded Systems ");
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
provision of services by the Employee to the Corporation, and the employment of
the Employee by the Corporation, and for other good and valuable consideration,
the Parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following terms shall have the following meanings:
(a) "Act" means the Alberta Business Corporations Act, as amended;
(b) "Affiliated" has the meaning set out in the Act, and an "Affiliate"
means one of two or more Affiliated bodies corporate;
(c) "Agreement" means this Employment Agreement;
(d) "Associated Group" means two or more Persons who are associated with
respect to the exercise of rights attached to Voting Interests in an
Entity by contract, business arrangement, personal relationship,
common control in fact through the ownership of Voting Interests, or
otherwise, in such a manner that they would ordinarily be expected to
act together on a continuing basis with respect to the exercise of
those rights;
(e) "Base Salary" means the amount paid to the Employee annually by the
Corporation pursuant to Article 5.1;
(f) "Benefits" means those amounts or entitlements provided by or paid for
by the Corporation in respect of the Employee pursuant to Article 6;
(g) "Business" means the business of network design and support, delivery
of communication hardware and architecture to corporate user,
development of wireless footprints, value added reseller for equipment
manufacturers, corporate branding, web design, web hosting;
(h) "Cause" means the termination of the Employee's employment by the
Corporation for any reason which would entitle the Corporation to
terminate the Employee's employment without notice or payment in lieu
of notice at common law, or under the provisions of any other
applicable law or regulation and includes, without limiting the
generality of the foregoing:
(i) Fraud, misappropriation of the Corporation's property or
funds, embezzlement, malfeasance, misfeasance or nonfeasance in
office which is willfully or grossly negligent on the part of the
Employee;
(ii) The willful allowance by the Employee of his duty to the
Corporation and his personal interest to come in conflict in a
material way in breach of the obligations of the Employee set
forth in article 13.1 hereof, in relation to any transaction or
matter that is of a substantial nature; or
(iii) The material breach by the Employee of the following
enumerated covenants or obligations under this Agreement, namely,
any violation of the terms of the Employee Confidentiality,
Nondisclosure and Non-Competition Agreement attached hereto as
Schedule "F";
(i) "Change of Control" means:
For the purposes of this Agreement, a Change of Control shall
be deemed to have occurred at such time as:
(i) the sale, lease or transfer by the Corporation of all or
substantially all of the assets of the Corporation to any Person
other than a Related Corporation; or
(ii) approval by the shareholders of the Corporation of the
liquidation, dissolution or winding-up of the corporation; or
(a) a situation in which the majority of the Board of Directors
of the Corporation following a meeting of the shareholders of the
Corporation involving a contest for, or an item of business
relating to, the election of directors, are not management
nominees to the Board of Directors.
(j) "Company Property" includes any materials, tools, equipment,
devices, records, files, data, tapes, computer programs,
computer disks, software, communications, letters, proposals,
memoranda, lists, drawings, blueprints, correspondence,
specifications or any other documents or property belonging to
the Corporation or any Related Corporation;
(k) "Confidential Information" means any information of a
confidential nature which relates to the Business of the
Corporation or any Related Corporation, including, without
limiting the generality of the foregoing, trade secrets,
technical information, marketing strategies, sales and pricing
policies, financial information, business, marketing or technical
plans, programs, methods, techniques, concepts, formulas,
documentation, intellectual property, software, industrial
designs, products, strategic studies, client and supplier lists,
shareholder data and personnel information of the Corporation and
any Related Corporation. Notwithstanding the foregoing,
Confidential Information shall not include any information which:
(i) was in the possession of or known to the Employee,
without any obligation to keep it confidential, before it
was disclosed to the Employee by the Corporation; or
(ii) is or becomes public knowledge through no fault of the
Employee; or
(iii) is independently developed by the Employee outside the
scope of his employment duties to the Corporation; or
(iv) is disclosed by the Corporation to another Person
without any restriction on its use or disclosure; or
(v) is or becomes lawfully available to the Employee from a
source other than the Corporation.
(l) "Convertible Securities" means any securities convertible or
exchangeable into Shares or carrying the right or obligation to
acquire Shares;
(m) "Effective Date" means April 1, 2001 or such other date as the parties
may mutually agree to;
(n) "Employee" means Xxxxx Xxxx;
(o) "Employer" means Expanded Systems Solutions Inc;
(p) "Entity" means a Person other than a natural person;
(q) "Holder" means any Person or group of Persons (other than a Related
Corporation) acting jointly or in concert, or associated or Affiliated
with any such Person, group of Persons or any of such Persons acting
jointly or in concert;
(r) "Monthly Base Salary" means the annual Base Salary paid to the
Employee, divided by 12;
(s) "Notice" means any Notice given by one Party to the other Party in
accordance with Article 14;
(t) "Party" means one or other of the Employee and the Corporation, and
"Parties" means both the Employee and the Corporation;
(u) "Permanent Disability" means a mental or physical disability whereby
the Employee:
(i) is unable, due to illness, disease, mental or physical
disability or similar cause, to fulfill his or her
obligations as an employee or officer of the Corporation for
any consecutive 3 month period, or for any period of 4 or
more months (whether consecutive or not) in any consecutive
12 month period; or
(ii) is declared by a Court of competent jurisdiction to be
mentally incompetent or incapable of managing his or her
affairs;
(v) "Person" means a natural person, firm, corporation, company, body
corporate, trust, partnership, joint venture, association,
unincorporated organization, government or any agency thereof;
(w) "Related Corporation" means any subsidiary, parent company, division,
Affiliate, predecessor or successor of the Corporation;
(x) "Remuneration" means the Base Salary and other amounts the Employee is
entitled to receive pursuant to Article 5, including the bonus
entitlement set out in Schedule "B", as well as the value of the
Employer paid portion of the benefits provided to the Employee
pursuant to the provisions of Schedule "C";
(y) "Term" means the period during which this Agreement remains in force
pursuant to Article 3;
(z) "Termination Date" means the last day actively worked by the Employee
for the Corporation;
(aa) "Triggering Events" means any one or more of the following:
(i) the written election of the employee within 180 days
of the effective date of the Change of Control to
terminate his employment in accordance with the
provisions of article 10.2 (a) of this Agreement ; or
(ii) failure by the Corporation to offer the Employee
employment on substantially the same terms and
conditions as existed immediately prior to the Change
of Control, taking into consideration the Employee's
duties, responsibilities and status within the
Corporation, the titles and offices held by the
Employee within the Corporation and the salary,
benefits and other compensation received by the
Employee pursuant to his employment with the
Corporation; or
(iii) the assignment by the Corporation to the Employee of
any duties which are inconsistent with the Employee's
position, duties, and responsibilities within the
Corporation as in effect immediately prior to the
effective date of the Change of Control; or
(iv) a reduction by the Corporation of the Employee's
Remuneration or Benefits, other than a reduction
imposed on all employees of the Corporation which
would not constitute constructive dismissal at common
law, or any change in the basis upon which such
Remuneration or Benefits are determined and
calculated, other than a change which does not result
in a reduction in the overall economic benefit to the
Employee, taking into account all Remuneration and
Benefits; or
(v) failure by the Corporation to continue in effect or
otherwise provide substantially similar benefits for
the Employee including any life, disability, medical
and dental, health and accident insurance, or any pay
incentive, bonus or deferred compensation plan or
program to which the Employee was entitled
immediately prior to the Change of Control; or
(vi) termination of the Employee's employment by the
Corporation that is without Cause or is finally
determined by a court of competent jurisdiction to be
without Cause.
(bb) "Voting Interest", with respect to:
(i) a corporation, company or other body corporate with
share capital, means a Voting Share or any right
which upon exercise, conversion or otherwise is
capable of becoming, directly or indirectly, a Voting
Share or giving to the holder thereof rights similar
to those enjoyed by the owner of a Voting Share;
(ii) a corporation, company or other body corporate
without share capital, means an ownership interest in
the assets thereof that entitles the owner to rights
similar to those enjoyed by the owner of a Voting
Share; and
(iii) a partnership, trust, joint venture, association,
unincorporated organization, government or an agency
thereof, means an ownership interest in the assets
thereof that entitles the owner to participate in the
direction of the policy thereof;
(cc) "Voting Share" means:
(i) a share in the capital of a corporation, company or
other body corporate to which is attached a voting
right ordinarily exercisable at meetings of
shareholders of the corporation, company or other
body corporate; and
(ii) any other right granted by or in respect of a
corporation, company or other body corporate
currently exercisable to elect or appoint:
(A) individuals to the board of directors of the corporation,
company or other body corporate; or
(B) individuals forming such other group of individuals
comprising the directing mind or will of the corporation,
company or other body corporate.
1.2 The headings in this Agreement are inserted for convenience and ease of
reference only, and shall not affect the construction or interpretation of this
Agreement.
1.3 All words in this Agreement importing the singular number include the
plural, and vice versa. All words importing gender include the masculine,
feminine and neuter genders.
1.4 All monetary amounts are in Canadian dollars.
ARTICLE II
EMPLOYMENT OF EMPLOYEE
2.1 The Corporation agrees to employ the Employee as the Manager of Operation
for the Wireless Division of the Corporation, and the Employee agrees to accept
such employment, all in accordance with the terms and conditions of this
Agreement.
2.2 The parties hereto agree that the relationship between the Corporation and
the Employee is that of employer and employee.
ARTICLE III
TERM OF AGREEMENT
3.1 The Term of this Agreement shall be for an indefinite period from the
Effective Date, unless earlier terminated by the Corporation or the Employee
pursuant to the terms and conditions of this Agreement.
ARTICLE IV
DUTIES OF EMPLOYEE
4.1 The Employee shall, during the Term of this Agreement:
(a) perform the duties and responsibilities of the Manager of
Operations of the Wireless Division of the Corporation, as set
forth under the heading "Duties of Position" in Schedule "A"
attached hereto
(b) devote the whole of his or her working time, attention,
efforts and skill to the performance of his or her
employment duties and responsibilities as set out herein,
and truly and faithfully serve the best interests of the
Corporation at all times. In particular, and without
limiting the generality of the foregoing, the Employee shall
not engage in any personal activities or any employment,
consulting work, trade or other business activity on his or
her own account or on behalf of any other Person which may
compete, conflict or interfere with the performance of the
Employee's duties hereunder in any way. It shall not be a
violation of this Article 4.1(b) for the Employee to engage
in a voluntary activity or other public service which does
not interfere with the Employee's duties under this
Agreement; and
ARTICLE V
REMUNERATION
5.1 During the term of this Agreement, subject to being amended up words as
hereinafter provided, the Corporation shall pay to the Employee a salary of
$86,400 per annum (the "Base Salary") being in the Base Salary of Employee
stipulated in Schedule "A" under the heading "Base Salary" as of the effective
date of this Agreement, less required statutory deductions, payable in equal
semi-monthly installments in such a manner as the parties may mutually agree.
The Employee's Base Salary will be reviewed annually by the Board of Directors
of the Corporation, and may be increased at the sole discretion of the Board of
Directors, based upon such factors as the Board of Directors in its sole
discretion determines are relevant, which factors may include the performance of
the Corporation and the Employee compensation arrangements of other corporations
of a similar size engaged in a similar Business to that of the Corporation in
Canada.
5.2 The Employee may also be granted a performance bonus from time to time on
terms and conditions, and in an amount to be determined by the Board of
Directors of the Corporation, in its sole discretion, based upon such factors
set forth in the bonus plan set out and heading "Performance Incentive Bonus
Plan" in Schedule "B" attached hereto (the "Bonus Plan"), which factors may
include the Employee's performance under the terms of this Agreement and the
performance of the Corporation. Subject to the foregoing terms, the Board of
Directors shall exercise its discretion reasonably.
5.3 The Corporation shall reimburse the Employee for all reasonable
out-of-pocket expenses incurred in the performance of his or her employment
duties under this Agreement, including, without limiting the generality of the
foregoing, all travel and promotional expenses payable or incurred by the
Employee in connection with the performance of his or her employment duties. All
payments or reimbursements of expenses shall be subject to the submission by the
Employee of appropriate vouchers, bills and receipts.
5.4 Upon termination of this Agreement for any reason, the Employee shall be
entitled to receive any Remuneration earned up to the Termination Date, in
addition to any other severance or termination payment which is payable under
the terms of this Agreement. Employee shall also be entitled to receive, at the
time of his termination of employment, any bonus to which Employee may be
entitled under Article 5.3 of this Agreement, which bonus shall be pro-rated to
the Termination Date. Said prorated bonus shall be payable at the time
stipulated in the Bonus Plan referred to in Article 5.3 of this Agreement.
ARTICLE VI
BENEFITS
6.1 The Employee shall be entitled to receive the Benefits set out in Schedule
"C" hereto, subject to the terms and conditions of any applicable benefit plan,
as may be amended by the Corporation at its sole discretion from time to time.
ARTICLE VII
STOCK OPTIONS
7.1 The Employee may be granted stock options in the Shares of the Corporation
from time to time, at the sole discretion of the Board of Directors of the
Corporation. Any stock options granted to the Employee shall be subject to the
terms and conditions of the Corporation's stock option plan, as may be amended
by the Corporation at its sole discretion from time to time, and the terms and
conditions of any applicable stock option agreement. Any stock option grant
awarded to the Employee, together with the terms and conditions of the
Corporation's Stock Option Plan shall be attached to this Agreement when
granted, as Schedule "D".
7.2 The stock options that the Employee has been granted as set forth in the
Option Agreements attached hereto as Schedule "D" which have not vested on the
date the notice of the termination of employment of the Employee is given under
article 9.1 (a) or article 10.2 of this Agreement, shall forthwith be
accelerated. These accelerated options which will then be vested, as well as any
then vested options which have not yet been exercised, will be exercisable up
until the end of the time for exercising options as set out under the original
Option Agreement under which they were granted as if the Employee's employment
and/or office continued for the 30 days notice required under article 10.1 and
the severance period applicable under the provisions of article 9 (a) (i) for
the calculation of the retiring allowance. In the event the stock option plan
under which the option agreements were granted needs to be amended, to put into
effect the provisions of this article 7.2, then the Corporation agrees that on a
best efforts basis it will make applications to the necessary regulatory
authorities and stock exchanges to obtain the amendment of said stock option
plan. In the event that for any reason the Corporation is not able to obtain the
consent of the regulatory authorities and stock exchange to the amendment of the
stock option plan as may be required by this article 7.2 , then Corporation
agrees to compensate the Employee on the basis that the stock options shall
notionally continue to exist for exercise under the provisions of this article
7.2 and Employee will still be notionally entitled to exercise his stock options
as provided for in this article 7.2 , but instead of the Corporation issuing
shares in the name of the Employee on the exercise of the option, it shall pay
cash compensation to the Employee equivalent to the difference between the
option price of the share option notionally exercised and the value of the
shares of the Corporation as traded on the market at the close of trading on the
day the notice of notional exercise of the option is given to the Corporation.
All future share options agreements that shall be granted to the Employee by the
Corporation shall be deemed to have been attached and form part of Schedule "D"
and will be deemed to be subject to the terms of this article 7.2.
ARTICLE VIII
VACATION
8.1 The Employee shall be entitled to an annual vacation of 3 weeks. Vacation
may be taken in such a manner and at such times as the Employee and the
Corporation mutually agree. Effective January 1, 2003, the Employee shall be
entitled to an annual vacation of 4 weeks. Effective January 1, 2005, the
Employee shall be entitled to an annual vacation of 5 weeks.
ATICLE IX
TERMINATION BY CORPORATION
9.1 The Corporation shall be entitled to terminate this Agreement and the
Employee's employment with the Corporation:
(a) at any time, for any reason, upon written Notice to the Employee,
in which case:
(i) the Corporation shall pay to the Employee a lump sum
retiring allowance ("Retiring Allowance") equal to the
Monthly Remuneration immediately prior to the Termination
Date, multiplied by 6, in full and final settlement of any
claims by the Employee against the Corporation or any
Related Corporation, arising out of or in any way connected
with the Employee's employment with the Corporation or the
termination of the Employee's employment with the
Corporation, whether at common law or under the provision of
any statute or regulation, or pursuant to any agreement
between the Parties;
(ii) the number of months set forth in Article 9.1(a)(i) shall be
increased by one month per year of service commencing on
January 1, 2003, increasing to 7 months, and then each and
every year thereafter, and the number of months shall be
capped at a total of 18 months, effective January 1, 2013;
(iii) the Employee's right to receive the payment under this
Article 9.1(a) shall not be subject to any duty to mitigate,
nor affected by any actual mitigation by the the obligation
of the Corporation to make payments under this Article
9.1(a) shall be subject to any and all withholdings and
deductions required to be made by the Corporation by law,
subject to the Corporation that the Employee shall have the
right, at the option of the Employee, (A) to receive such
Retiring Allowance in a lump sum within 30 days following
the Termination Date, or (B) to receive such Retiring
Allowance in 12 equal consecutive monthly installments
commencing the month immediately following the Termination
Date, together with interest on the unpaid balance at the
interest rate that the Corporation could obtain on 90 day
Canada Treasury Bills at the close of market on the first
business day of each month, or (C) to receive such
Retirement Allowance in 24 equal consecutive monthly
payments commencing the Termination Date together with
interest on the unpaid balanced at the interest rate that
the Corporation could obtain on 90 day Canada Treasury Bills
at the close of market on the first business day of each
month, or (D) to transfer such portion of the Retirement
Allowance to a qualified deferred income tax shelter plan
proposed by the Employee, or other plan by the employee to
receive the Retiring Allowance in a tax effective manner,
providing such proposals be in compliance with the
provisions of the Income Tax Act (Canada) and the
regulations thereunder, and then receive the balance as
allowed per his election under A, B, or C of this Article
9.1(a)(iv);
(iv) payment under this Article 9.1(a) shall be subject to the
prior execution by the Employee of a release and indemnity
in favour of the Corporation and any Related Corporations,
in the form of the release that is attached hereto as
Schedule "E";
(v) for the purpose of calculating the Bonus Plan element of
Remuneration in calculating the Retiring Allowance of
Employee, should the employee be entitled to a Retiring
Allowance during the period up to December 31st 2001 than
the amount of the bonus to be included in the calculation of
the Retiring Allowance will be that earned during the
calendar year ending December 31st, 2001, and should the
Employee be entitled to a Retiring Allowance during the
period between January 1st, 2002 to December 31st 2002 then
the amount of the bonus to be included in the calculation of
the Retiring Allowance will be the average bonus earned
during the calendar years ending December 31st, 2001 and
December 31st, 2002, and should the employee be entitled to
a Retiring Allowance in any year during the term of this
agreement after December 31st 2002 then the amount of the
bonus to be included in the calculation of the Retiring
Allowance will be the average of the bonus earned during the
two previous calendar years; and
(vi) the Corporation shall have the right to set-off against any
payments to the Employee under this Article 9.1(a) any
amount which the Employee owes to the Corporation; or
(b) at any time, without notice or payment in lieu of notice, for Cause.
ARTICLE X
TERMINATION BY EMPLOYEE
10.1 The Employee may terminate this Agreement and his employment with the
Corporation by providing 30 days' prior written Notice to the Corporation. Upon
receipt of such Notice of termination by the Employee, the Corporation shall
only be required to pay the Employee any Remuneration, and provide the Employee
with any Benefits, earned up to the Termination Date, and may either require the
Employee to continue to perform his duties until the completion of the Notice
period, or dismiss the Employee at any time after receipt of the written Notice.
10.2 Subject to the conditions set out in Article 10.4, the Employee may
terminate his employment with the Corporation immediately and receive 2 x the
Retiring Allowance then stipulated under Article 9.1 (a), and the Employee shall
also be entitled to the other payments then stipulated in Article 9.1(a), upon
the occurrence of one of the following:
(a) on written notice by the Employee, within 180 days of the
Effective Date of the Change of Control of the Corporation,
that the Employee has elected to terminate his employment
pursuant to this Article 10.2(a) ; or
(b) one or more of the Triggering Events [not including the
Triggering Event set forth in Article 10.2 (a)], at any time
within one year from the effective date of the Change of
Control referred to in Article 10.2(a),
in which case the Employee shall provide written Notice to the Corporation
setting out the basis upon which he or she believes that a Change of Control and
one of the Triggering Events have occurred. In the event that the Corporation
disagrees that a Change of Control and/or one of the Triggering Events have
occurred, then such dispute shall be resolved pursuant to the provisions of
Article 16.11 of this Agreement.
10.3 In the event that the Employee's employment is terminated with the
Corporation in strict accordance with Article 10.2, and only in that event:
(a) the Corporation shall pay to the Employee the Retiring
Allowance and other amounts stipulated in Article 9.1(a) of
this Agreement, in full and final settlement of any claims by
the Employee against the Corporation or any Related
Corporation, arising out of or in any way connected with the
Employee's employment with the Corporation or the termination
of the Employee's employment with the Corporation, whether at
common law or under the provision of any statute or
regulation, or pursuant to the terms of any agreement between
the Parties;
(b) the Employee's right to receive the payment under this Article
10.3 shall not be subject to any duty to mitigate, nor
affected by any actual mitigation by the Employee.
10.4 Payment under Article 10.3 shall be subject to the following conditions:
(a) the prior execution by the Employee of a release and
indemnity in favour of the Corporation and any Related
Corporations, stipulated by Article 9.1(a)(v) of this
Agreement;
(b) the Employee's full cooperation and assistance in connection
with any Change of Control or proposed Change of Control, to
transfer the Employee's duties and responsibilities to a
replacement, and the tendering by the Employee of his or her
resignation from any position he or she may hold as an
officer or a director of the Corporation and any Related
Corporations, at such time as the Corporation may request,
provided that this obligation shall not extend for more than
30 days after the Termination Date, and in the event that
the Employee expends more than 10 hours of his time
complying with this obligation, then the Corporation shall
pay to the Employee a consulting fee in the amount of
$150.00 per hour, plus G.S.T., for all hours expended by
employees of the aforementioned 10 hour maximum. Consulting
fees billed pursuant to this provision shall be rendered by
issuance of an account to the Corporation stipulating the
number of hours, the date on which they occurred, and
providing the Corporation the G.S.T. registration number of
the Employee, should such registration be required by law;
(c) payment under Article 10.3 shall be made within ten (10) days
after receipt by the Corporation of the written Notice
referred to in Article 10.2;
(d) the obligation of the Corporation to make payments under
Article 10.3 shall be subject to the provisions stipulated
in Article 9.l(a)(iv) of this Agreement;
(e) the Corporation shall have the right to set-off against any
payments to the Employee under Article 10.3 any amount which
the Employee owes to the Corporation; and
(f) payment under Article 10.3 shall be in place of, and not in
addition to, any other severance or termination payment in
lieu of reasonable notice which may be made to the Employee
pursuant to any other term or provision of this Agreement.
10.5 In the event that the Employee terminates his employment with the
Corporation otherwise than in strict accordance with the requirements set out in
Article 10.2, the Corporation shall have no obligation to pay the Employee the
sum of money set out in Article 10.3.
ARTICLE XI
TERMINATION UPON DEATH OR PERMANENT DISABILITY
11.1 This Agreement shall automatically terminate upon the death of the
Employee.
11.2 In the event that the Employee shall suffer a Permanent Disability, the
Corporation may terminate this Agreement and the Employee's employment by
providing at least 30 days prior written Notice to the Employee. Upon
termination of the Employee's employment pursuant to this Article 11.2, the
Corporation shall have no further obligation to the Employee, with the exception
that the Employee shall continue to be entitled to such insurance benefits as
may be provided pursuant to any long term disability plan and to any benefit or
entitlement under any pension plan of the Corporation in which the Employee
participates.
ARTICLE XII
CONFIDENTIAL INFORMATION AND COMPANY PROPERTY
12.1 The Employee acknowledges and agrees that in performing the duties and
responsibilities of his or her employment pursuant to this Agreement, he or she
will occupy a position of high fiduciary trust and confidence with the
Corporation, pursuant to which he or she will develop and acquire wide
experience and knowledge with respect to Confidential Information and the
Business carried on by the Corporation and its Related Corporations, and the
manner in which such Business is conducted. Accordingly, the Employee
acknowledges and agrees that the execution by the Employee of the
Confidentiality, Non-Disclosure and Non-Competition Agreement attached hereto as
Schedule "F" shall be a condition precedent to this Agreement coming into force,
and the strict observance of the requirements of the said Confidentiality
Agreement shall be a condition of employment hereunder.
ARTICLE XIII
CONFLICT OF INTEREST
13.1 The Employee shall not during the continuance of this Employment Agreement,
either as a principal or agent, partner, or shareholder, or as a Director,
Officer or Manager or Employee of a corporation or otherwise, carry on or be
engaged or concerned or interested in any business which is in competition to
the Business conducted by the Corporation or any Related Corporation.
Notwithstanding the provisions of this Article 13.1, nothing set out in this
Article 13.1 shall prevent the Employee from being a shareholder only, holding
not more than 2% of the outstanding shares of any company or corporation
carrying on such a business and whose shares are listed on a recognized stock
exchange in the United States of America or Canada.
13.2 In the event that the Employee determines that he has an interest as
described above in sub- paragraph 13.1 or any other interest which might be in
conflict with his obligations to Corporation, whether that conflict be apparent
or real, Employee shall in writing disclose that interest to the the Board who
shall then be requested to obtain and provide a legal opinion to the Employee
and Corporation as to whether or not the interest declared constitutes a
conflict of interest. During the period of time prior to the provision of said
legal opinion, Employee shall be entitled to continue to fully participate in
his duties as described hereunder with the proviso that in the event that any
matter relating to the declared conflict of interest arises, the Employee shall
recuse himself from any discussion in respect to that matter. The Employee shall
provide a report in writing on a weekly basis until the legal opinion is
received, of situations in which a recusal has taken place as required
hereunder. Once the legal opinion has been received together with any
recommendations in respect to the declared or apparent conflict of interest,
Employee and the Board of Directors of the Corporation will conclude forthwith a
mutually acceptable arrangement to ensure that any concerns that are raised by
the legal opinion in respect to this matter are dealt with on a mutually
satisfactory basis. Effective as of the effective date of this Employment
Agreement, namely April 1, 2001, Employee declares that he knows of no conflict
of interest or apparent conflict of interest that would be in violation of the
provisions of Article 13.1, save those listed in Schedule "G" which is attached
hereto, which declared conflicts of interest are waived by the Corporation,
subject to the requirement of the Employee to comply with the requirements of
Article 13.2 of this Agreement in the event that such declared conflicts of
interest in the course of the duties performed by the employees under this
Agreement create an actual or potential conflict of interest, then in which case
the requirements of Article 13.2 shall apply.
ARTICLE XIV
INDEMNIFICATION AND INSURANCE
14.1 Subject to the requirements of the Act, the Corporation shall indemnify and
save harmless the Employee from and against any personal liability which he
incurs as a direct result of performing his or her employment duties on behalf
of the Corporation, with the exception of the following:
(a) any liability arising from the Employee's gross negligence
or fraud or other acts of willful misfeasance; and
(b) any liability which the Corporation is prohibited by law
from assuming.
14.2 The provisions of this Article 14 shall remain in full force and effect
notwithstanding the termination of this Agreement for any reason.
ARTICLE XV
NOTICES
15.1 Any Notice required to be given hereunder may be provided by personal
delivery, by registered mail or by facsimile to the Parties hereto at the
following addresses:
To the Corporation:
Cormax Business Solutions Ltd.
000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxx Xxxxxxxx
Fax: (000) 000-0000
To the Employee:
Xxxxxxx Xxxxxxxxx
00 Xxxxxxxxx Xxxx. X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Any Notice, direction or other instrument shall, if delivered, be deemed to have
been given and received on the business day on which it was so delivered, and if
not a business day, then on the business day next following the day of delivery,
and, if mailed, shall be deemed to have been given and received on the fifth day
following the day on which it was so mailed, and, if sent by facsimile
transmission, shall be deemed to have been given and received on the next
business day following the day it was sent.
15.2 Either Party may change its address for Notice in the aforesaid manner.
ARTICLE XVI
GENERAL
16.1 Time shall be of the essence in this Agreement.
16.2 This Agreement shall be construed and enforced in accordance with the laws
of the Province of Alberta, and subject to the provisions of Article 16.11 of
this Agreement, the Parties hereby attorn to the jurisdiction of the Alberta
Courts. Should any provision in this Agreement fail to comply with the
requirements of the Alberta Employment Standards Code or the Alberta Human
Rights, Citizenship and Multiculturalism Act, as amended, or other applicable
legislation, the Agreement shall be interpreted and construed in accordance with
those statutory requirements.
16.3 This Agreement and any other agreements expressly incorporated by reference
herein, constitute the entire agreement between the Parties with respect to the
subject matter hereof, and supercede and replace any and all prior agreements,
undertakings, representations or negotiations pertaining to the subject matter
of this Agreement. The Parties agree that they have not relied upon any verbal
statements, representations, warranties or undertakings in order to enter into
this Agreement. In the event of a conflict between this Agreement and any other
agreement expressly incorporated by reference herein, the terms of this
Agreement shall prevail.
16.4 This Agreement may not be amended or modified in any way except by written
instrument signed by the Parties hereto. In the event that the Parties hereto
wish to amend the terms of any of the Schedules annexed hereto, this shall be
done by way of a written amending agreement (the "Amending Agreement") setting
forth that the particular schedule or schedules being amended are amended per
the terms of the schedule (s) attached to the Amending Agreement, but otherwise
the terms of the Agreement will continue in full force and effect, mutatis
mutandis, and both parties will then sign the Amending Agreement, and the
Amending Agreement will then be attached to this Agreement and then each page of
the Agreement and the Amending Agreement shall then be dated and initialed by
the Parties hereto.
16.5 This Agreement shall enure to the benefit of and be binding upon the
Parties hereto, together with their personal representatives, successors and
permitted assigns.
16.6 This Agreement is a personal services agreement and may not be assigned by
either Party without the prior written consent of the other Party.
16.7 The waiver by either Party of any breach of the provisions of this
Agreement shall not operate or be construed as a waiver by that Party of any
other breach of the same or any other provision of this Agreement.
16.8 The Parties agree to execute and deliver such further and other documents,
and perform or cause to be performed such further and other acts and things as
may be necessary or desirable in order to give full force and effect to this
Agreement.
16.9 The Employee agrees that following the termination of the Employee's
employment with the Corporation for any reason, the Employee shall tender his or
her resignation from any position he or she may hold as an officer or director
of the Corporation or any Related Corporation.
16.10 Should any provision in this Agreement be found to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions of the Agreement shall not be affected or impaired thereby in any
way.
16.11 Any dispute concerning the rights or obligations of the Parties to this
Agreement, or concerning the interpretation, validity or enforcement of the
Agreement, shall be submitted to binding arbitration in Calgary, Alberta before
a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of
the arbitrator shall be final and binding on the Parties, and the successful
Party shall be entitled to receive its solicitor and client legal costs and
disbursements incurred in the arbitration.
IN WITNESS WHEREOF the Parties hereto acknowledge and agree that they
have read and understand the terms of this Agreement, and that they have had an
opportunity to seek independent legal advice prior to entering into this
Agreement, and that they have executed this Agreement with full force and effect
from the date first written above.
Cormax Business Solutions Inc.
Per: Xxxx Xxxxxxxx
---------------------------------
Director
Per:
---------------------------------
Director
SIGNED, SEALED & DELIVERED
in the presence of:
/s/ Xxxx Shykora /s/ Xxxxxxx Xxxxxxxxx
----------------------------------- --------------------------------------
Witness [EMPLOYEE]
SCHEDULE A
Job Description
Business Development
Job Description:
Business Development will play a critical role in the company's growth. The
Business Development will be responsible for designing, implementing, and
managing the company's evolving partnership strategy, sales force, partnership
with telecom carriers, cable companies, interconnect companies and telecom
equipment suppliers. General responsibilities include identifying strategic
partners, negotiating business partnerships, and managing relationships.
Specific responsibilities include the following:
a. Establish partnerships to broaden the Corporation's channels to
market.
b. Develop and train Expanded's sales force in opening up new accounts
and growing existing ones.
c. Handle all aspects of customers' development and to support their
longer-term requirements and assist in
planning offerings for the future.
d. Actively drive marketing campaigns.
e. Work with operations on planning,
f. Develop strategic business opportunities,
g. Co-ordinate marketing activities, to work closely with companies
affiliated with the corporation in marketing and product review.
The Business Development will meet regularly with the company's Senior
management term to determine whether the corporation should develop, buy, or
partner to expand its offering, and to ensure that the corporation product
continues to develop in response to changing customer and partner needs.
Base Salary
Base salary shall be $86,400 per annum. The employee shall be eligible to for an
annual review by the board of director, which at its own discretion will
determine any percent increase to the employee base salary. In the event the
board determine the employee shall receive an increase in the base salary they
shall use the guideline of 1-6 percent as the basis for any increase. The Base
salary shall be paid on a bi-monthly basis on the 15th and 30th of each month,
and on the last day in February.
SCHEDULE C
Benefits
Great West Life
Xxxxx currently participates in a Health Plan made available to all Expanded
Systems employees. The plan provides for comprehensive life, medical, dental,
vision, and out of country coverage. The premiums are paid for by Expanded
Systems with the exception of the Long Term Disability premium to be deducted
from the employee's pay.
Benefit Summary
Employee Life Insurance : 300% of annual earnings to a max = $300,000
Dependant Life Insurance : Spouse : $10,000, Child : $5000
Accidental Death : amount equal to Life Insurance
Long Term Disability : 66.7% of the first $3,000 of monthly earn-
ings plus 45% of the remainder to a max =
$6,000 or 95% of your pre-disability take-
home pay. To age 65 - Non taxable
Healthcare : No deductible : Details in attached
"Selectpac" booklet
Visioncare : $150 / 2 years max
Dentalcare : Details included in "Selectpac" booklet.
Parking
Parking is provided for Xxxxxxx Xxxxxxxxx under the Joffre building located at
#000 00xx Xxx. X.X. this fee is paid for by Expanded Systems currently at a rate
of $140 per month.
Alberta Health Care Premiums
Employer paid Alberta HealthCare premiums
Business of Expanded Systems
Expanded Systems (ESS) designs and installs wide area network solutions to
mid-sized organizations. ESS resells networking and communications hardware
along with its own expertise to construct carrier service, internet, and private
facility based networks. Expanded Systems also specializes in voice over IP,
video conferencing and internet security technologies.
Addresses :
Xxxxx Xxxx
00 Xxxxxxxx Xxxxx X.X.
Xxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
Xxxxxxx Xxxxxxxxx
00 Xxxxxxxxx Xxxx. X.X.
Xxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
CORMAX BUSINESS SOLUTIONS INC.
Stock Option Plan
SCHEDULE "D"
THIS AGREEMENT made as of the _22_ day of __March__, 2001.
BETWEEN:
Cormax Business Solutions Inc., a Utah corporation having offices in the City
of Calgary, in the Province of Alberta (hereinafter called the "Corporation")
OF THE FIRST PART
- and -
Xxxxxxx Xxxxxxxxx, an individual residing in the City of Calgary, in the
Province of Alberta (hereinafter called the "Employee")
OF THE SECOND PART
1. Grant of Option Rights. Subject to the Employee's continued employment, as
provided in this Agreement, the Company hereby grants to the Employee the option
rights specified below (the "Option Rights"):
To earn up to but not to excess one million shares over a sixty months.
1.1 The employee has the right to earn one million shares of the Company's stock
that are subject to the employee obtaining his revenue goals over the next sixty
months (the "Shares"). The employee will be entitled to 200,000 shares per year
for the next five years. The price that the employee will pay for each share of
stock when it exercises the option is as follows:
Year 1: Employee will pay $0.27 per share for entitled options expiring March
15, 2003
Year 2: Employee will pay $1.00 per share for entitled options expiring March
15, 2004
Year 3: Employee will pay $1.50 per share for entitled options expiring March
15, 2005
Year 4: Employee will pay $2.00 per share for entitled options expiring March
15, 2006
Year 5: Employee will pay $2.50 per share for entitled options expiring March
15, 2007
1.2 The option exercise price, which is not less than the fair market value of
the Shares as of the date hereof, and in the case of an Employee who owns 10% or
more of the Company's stock, not less than 110% of the fair market value of the
Shares.
1.3 The Option Rights may be exercised during the time periods, and as to the
number of Shares with respect to when the Option is exercisable during each such
time period, as follows:
1.3.1 Option Rights for up to 20% of the Shares may be exercised at any time or
times, from and including the date that is 12 months from the date hereof to and
including the Expiration Date;
1.3.2 Option Rights for up to an additional 20% of the Shares may be exercised
at any time or times, from and including the date that is 24 months from the
date of this Agreement to and including the Expiration Date;
1.3.3 Option Rights for up to an additional 20% of the Shares, may be exercised
at any time or times, from and including the date that is 36 months from the
date of this Agreement to including the Expiration Date;
1.3.4 Option Rights for up to an additional 20% of the Shares, may be exercised
at any time or times, from and including the date that is 48 months from the
date of this Agreement to including the Expiration Date; and
1.3.5 Option Rights for up to an additional 20% of the Shares, may be exercised
at any time or times, from and including the date that is 60 months from the
date of this Agreement to including the Expiration Date.
1.4 The minimum number of Shares with respect to which the Option Rights may be
exercised is the lesser of 1000 Shares or the total number of Shares with
respect to when the Option Rights may be exercised during any given time period.
1.5 To exercise any of the Option Rights, the Employee must have remained in the
employ of the Company or one of its affiliates continuously through the exercise
date, except as otherwise provided in Section 3 below. The granting of the
Option Rights will impose no obligation on the Company or any of its affiliates
to continue the employment of the Employee, and will not lessen or affect the
right of the Company or any affiliate that employs the Employee to terminate
such employment or to change the duties, compensation, or other terms of
employment of the Employee. Any Option Rights that are not exercised on or
before the Expiration Date (as defined in Section 3 below) will automatically
terminate and become null and void.
2. Fractional Shares; Compliance with Laws. In no event will the Company be
required to issue fractional shares upon the exercise of any Option Rights
granted under this Agreement. No Option Rights may be exercised, and the Company
will not be required to issue or deliver any certificate(s) for any of the
Shares until there has been compliance with all then applicable requirements of
law, including such registration or other proceedings under federal and state
securities laws as may in the Company's opinion be necessary or appropriate.
3. Necessity of Employment When Option is Exercised. The Option Rights, to the
extent they have not expired or been exercised, will terminate and become null
and void on the date that the Employee ceases, for any reason, to be an employee
of the Company or one of its affiliates, and will not be exercisable on or after
such date, except that:
3.1 In the event of the termination of such employment for any reason other than
the death or disability of the Employee, the Employee may, at any time within a
period of one month after such termination of employment, exercise any or all of
the Option Rights to the extent the Option Rights were exercisable under the
provisions of Section 1 in this Agreement on the date of the termination of such
employment.
3.2 In the event of the death of disability of the Employee while in the employ
of the Company, the Employee, the personal representatives of the Employee or
any person or persons who acquired any such Option Rights from the Employee by
will or the applicable laws of descent and distribution may, at any time within
a period of three months after the death or disability of the Employee, exercise
any or all of the Option Rights to the extent the Option Rights were exercisable
under the provisions of Section 1 within this Agreement on the date of the death
or disability of the Employee.
In no event may any Option Rights be exercised by any person or entity
after the date immediately preceding the 5th anniversary date of the grant of
the options to the Employee under this Agreement, or the date on which the
Option Rights terminate pursuant to this Section 3 or any other provision of
this Agreement. Each such date is referred to in this Agreement as the
"Expiration Date." References throughout this Agreement to the Employee will be
deemed, where appropriate, to include any person entitled to exercise the Option
Rights after the death of the Employee under the terms of Section 3.1 or Section
3.2.
4. Nonassignability of Option Rights. The Option Rights: (1) will, except as
provided in Section 3 of this Agreement, be exercisable only by the Employee;
(2) will not be transferred, assigned, pledged or hypothecated in any manner
whatsoever, whether voluntarily, involuntarily or by operation of law; and (3)
will not be subject to execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the
Option Rights contrary to the provisions of this Agreement, the Option Rights
will immediately become null and void.
5. Adjustments. Appropriate proportionate adjustments will be made by the
Company in the number and class of Shares subject to the Option Rights and the
exercise price of the Option Rights in the event that: (1) the common stock of
the Company is changed by reason of any stock split, reverse stock split,
recapitalization, or other change in the capital structure of the Company, or
converted into or exchanged for other securities as a result of any merger,
consolidation or reorganization; or (2) the outstanding number of shares of
common stock of the Company is increased through payment of a stock dividend;
provided, however, that the Company will not be required to issue fractional
shares as a result of any such adjustment. If there is any other change in the
number or kind of the outstanding shares of capital stock of the Company, or of
any other security into which such stock will have been changed or for which it
will have been exchanged, and if the Board, in its sole discretion, determines
that such change equitably requires any adjustment in the Option Rights granted
under this Agreement, such adjustment will be made in accordance with the
determination of the Board. No adjustments will be required by reason of the
issuance or sale by the Company for cash or other consideration of additional
sales of its capital stock or securities convertible into or exchangeable for
shares of its capital stock. All adjustments will be made in such a manner that
will allow the Option Rights to continue to qualify under Section 422A as
"Incentive Stock Option" rights.
New option rights may be substituted for the Option Rights, or the
Company's duties under this Agreement may be assumed by an employer corporation
other than the Company, or by a parent or subsidiary of such employer
corporation, in connection with any merger, consolidation, acquisition,
separation, reorganization, liquidation, or like occurrence, where the Company
is involved, in such a manner that will allow the Option Rights to continue to
qualify as "incentive stock option" rights under Section 422A and to the full
extent permitted thereby. Notwithstanding the foregoing provisions of this
Paragraph 5, in the event such employer corporation, or parent or subsidiary of
such employer corporation, refuses to substitute new option rights for, and
substantially equivalent to, the option rights, or to assume the Options Rights,
as permitted by the Code, the Option Rights will terminate and therefore become
null and void: (1) upon the reorganization; dissolution or liquidation of the
Company, or similar occurrence; or (2) upon any merger, consolidation,
acquisition, or separation, or similar occurrence, if the Company is not the
surviving corporation; provided, however, that the Employee will have the right,
immediately prior to or concurrently with such reorganization, dissolution,
liquidation, merger, consolidation, acquisition, separation or similar
occurrence, and upon at least 10 days' written notice thereof, to exercise any
unexpired Option Rights granted under this Agreement to the extent the Option
Rights are exercisable at the time of mailing of such notice, but subject,
nevertheless, to the condition that no Option Rights granted under this
Agreement may be exercised after the Expiration Date.
6. Method of Exercise; Rights of Optionee in Stock. The Option Rights will be
exercisable upon delivery to the Company of an executed Investment
Representation Letter, accompanied by payment in cash to the Company of the
option exercise price as to the Shares being purchased. Neither the Employee nor
his / her personal representatives, heirs, or legatees will have any rights or
privileges of a shareholder of the Company in respect to the Shares issuable
upon the exercise of the Option Rights, unless and until certificate(s)
representing such shares will have been issued and delivered in accordance with
the terms hereof.
7. Notices. Any notice to be given under the terms of this Agreement will be
mailed, sent by facsimile, telegraphed or delivered, and confirmed, to the
Company, in care of its Secretary, at the principal office of the Company, and
any notice to be given to the Employee will be mailed, telegraphed or delivered,
and confirmed, to him or her at the address given beneath his / her signature
hereto, or at such other address as either party may hereafter designate in
writing to the other. Any such notice will be deemed to have been duly given 48
hours after the deposit in the United States mail or Canada Postal Service,
addressed as mentioned before, registered or certified and postage and registry
or certification fee prepaid.
8. Date of Grant. The Option Rights will be deemed to have been granted on the
date when the Company executed this Agreement and notified the Employee of the
granting of the Option Rights. Such date is within 5 years from the Effective
Date as defined in the Plan.
9. Option Rights Governed by Plan and Internal Revenue Code. The provisions of
the Plan will be deemed to be incorporated in and to have been made a part of
this Agreement, and will be deemed to be controlling in the event that any of
the provisions of this Agreement are inconsistent. This Agreement will be deemed
to include such other provisions not set forth in the Plan or herein, or
inconsistent with any provisions set forth in the Plan or herein, as may be
necessary to qualify the option granted under this Agreement as an "incentive
stock option" under Section 422A.
10. Acquisition for Investment. By accepting this Stock Option Agreement, the
Employee represents, covenants, and warrants for himself, his personal
representatives, heirs, and legatees that such stock Option Rights are being
acquired with no view to any distribution and that, upon each issuance of Shares
in accordance with this Agreement, the Employee, his personal representatives,
heirs, or legatees receiving such Shares will, if requested, represent in
writing to the Company that such Shares are being acquired with no view to any
distribution or will make such other representations in writing to the Company,
with respect to the further transfer of such Shares, as may be deemed by the
Company to be necessary or appropriate under the applicable federal and state
securities laws. The Company, at its sole discretion, may take all reasonable
steps (including the affixing of an appropriate legend on certificates embodying
such Shares) to assure itself against any resale or distribution not in
compliance with federal or state securities laws.
11. Persons Bound. Subject to the provisions against assignment set forth in
Section 4 hereof, this Agreement will be binding upon and inure to the benefit
of any successor or successors of the Company, and the personal representatives,
heirs, and legatees of the Employee.
12. Stock Restriction Agreement. By executing this Agreement, the Employee
agrees to be bound by all the terms and conditions of the form of Stock
Restriction Agreement of the Company that is in existence immediately prior to
the date that any Option Rights are exercised, a copy of which will be delivered
to him prior to his exercise of the Option Rights. The Stock Restriction
Agreement will include provisions that: (1) prohibit the Employee from
transferring any Shares to a third party without first offering the Shares to
the Company and its other shareholders for purchase; and (2) grant the Company
and its other shareholders options to purchase any or all of the Shares of an
Employee who dies, becomes disabled or files for bankruptcy or whose employment
with the Company is terminated.
The Company has caused this Agreement to be executed on its behalf by
an officer of the Company, on the date set forth above, and the Employee has
executed this Agreement on or as of such date, which date is the time of the
granting of the Option Rights.
We have carefully reviewed this contract and agree to and accept its
terms and conditions. We are executing this Agreement as of the day and year
first written above.
EMPLOYEE CORMAX BUSINESS SOLUTIONS INC.
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxx Xxxxxxxx
------------------------- --------------------------
Xxxxxxx Xxxxxxxxx Xxxx X. Xxxxxxxx, President
SCHEDULE "E"
------------
RELEASE AND INDEMNITY
1. RELEASE
IN CONSIDERATION of the payment to me by the Corporation in the total amount of
_________, the receipt and sufficiency of which is hereby acknowledged, I,
Xxxxxxx Xxxxxxxxx, do for myself and my heirs, executors, administrators and
assigns (hereinafter collectively referred to as "I", "me" or "my"), forever
release, remise and discharge the Corporation their subsidiaries, affiliates,
predecessors, successors, divisions, joint venturers, business partners, parent
companies and related companies, and all of their officers, directors,
employees, agents, insurers, heirs, executors and assigns (hereinafter
collectively referred to as the "Releasees"), jointly and severally from any and
all actions, causes of action, contracts (whether express or implied), claims
and demands for damages, loss or injury, suits, debts, sums of money, indemnity,
expenses, interest, costs and claims of any and every kind and nature
whatsoever, at law or in equity, which against the Releasees I have ever had,
now have, or can hereafter have by reason of or arising out of any cause or
causes whatsoever existing up to and inclusive of the date of this Release,
including, without limiting the generality of the foregoing:
(a) my employment with Cormax and Expanded;
(b) the termination of my employment with Cormax and Expanded;
(c) any and all claims for damages, salary, wages, termination
pay, severance pay, vacation pay, commissions, bonuses,
expenses, allowances, incentive payments, insurance, Group
RRSP or any other benefits arising out of my employment with
Cormax and Expanded or the termination of my employment with
Cormax and Expanded; and
2. NO ADMISSION
I acknowledge that the payment given to me pursuant to the above paragraph does
not constitute any admission of liability by or on behalf of the Releasees.
3. INDEMNITY FOR TAXES, ETC.
I further agree that for the aforesaid payment, I will save harmless and
indemnify the Releasees from and against all claims, taxes, penalties or demands
which may be made by the Minister of National Revenue requiring the Releasees to
pay income tax under the Income Tax Act (Canada) in respect of all income tax
payable by me in excess of the income tax previously withheld, and in respect of
any and all claims, charges, taxes, penalties or demands which may be made on
behalf of or related to the Employment Insurance Commission or the Canada
Pension Commission under the applicable statutes and regulations, with respect
to any amount which may, in the future, be found to be payable by the Releasees
in respect of me.
4. EMPLOYMENT STANDARDS
I acknowledge receipt of all wages, overtime pay, vacation pay, general holiday
pay and pay in place of termination of employment that I am entitled to by
virtue of the Alberta Employment Standards Code or pursuant to any other
applicable labour or employment standards legislation, and I further confirm
that there are no entitlements, overtime pay or wages due and owing to me by the
Releasees.
5. BENEFITS AND INSURANCE CLAIMS
I acknowledge and agree that the payment to me herein includes full compensation
and consideration for the loss of my employment benefits and that all of my
employment benefits shall cease on the date of termination of my employment. I
acknowledge that I have received all benefit entitlements, including insurance
benefits to date, and have no further claim against the Releasees for benefits.
I fully accept sole responsibility to replace those benefits that I wish to
continue and to exercise conversion privileges where applicable with respect to
my employment benefits, or the loss of my employment benefits. I hereby release
the Releasees from any further obligations or liabilities arising from my
employment benefits.
6. HUMAN RIGHTS
I agree that execution of this Release has the effect of precluding the
consideration of any complaint by me pursuant to the Alberta Human Rights,
Citizenship and Multiculturalism Act, or pursuant to any other applicable human
rights legislation.
7. CONFIDENTIALITY AND NON-DISCLOSURE
I recognize and acknowledge that during my employment with Cormax and Expanded I
had access to certain confidential and proprietary information, the disclosure
of which would be harmful to the interests of Cormax and Expanded and their
clients. I acknowledge and agree that I have taken and will in future take
appropriate precautions to safeguard the confidential information of Cormax and
Expanded. I further agree that I will not divulge or disclose, directly or
indirectly, the contents of this Release or the terms of settlement relating to
the termination of my employment with Cormax and Expanded to any person except
my legal and financial advisors on the condition that they maintain the
confidentiality thereof, or as required by law.
8. FURTHER CLAIMS
I agree not to make any claim or take any proceedings against any other person
or corporation that might claim contribution or indemnity under the provisions
of any statute or otherwise against any of the Releasees.
9. UNDERSTANDING
AND I HEREBY DECLARE that I have had the opportunity to seek independent legal
advice with respect to the matters addressed in this Release and the terms of
settlement which have been agreed to by me and the Releasees and that I fully
understand this Release and the terms of settlement. I have not been influenced
by any representations or statements made by or on behalf of the Releasees. I
hereby voluntarily accept the said terms for the purpose of making full and
final compromise, adjustment and settlement of all claims as aforesaid.
10. COMPLETE AGREEMENT
I understand and agree that this Release and the Settlement Agreement attached
hereto contain the entire agreement between the Releasees and myself and that
the terms of this Release and the Settlement Agreement are contractual and not a
mere recital.
DATED at the City of Calgary, in the Province of Alberta, this ________
day of _______________, 2000.
Schedule "G"
Disclosure
Telepipe Inc.
Background on the Company
TELEPIPE INC. is a privately held company, incorporated on August 11, 2000,
under the Alberta Business Corporations Act. The head office of TELEPIPE INC. is
located at Suite 1125 - 000 0 Xxxxxx X.X. Xxxxxxx Xxxxxxx, Xxxxxx X0X 0X0.
Corporate Access Number: 208926253. Xxxxxxx Xxxxxxxxx is a director of Telepipe
Inc. with a 20% ownership.
"TELEPIPE" is a solutions provider for installing fiber optics in existing pipe
infrastructure.
The Goals and Objectives
The goals and objectives of TELEPIPE INC. are:
o To be a liner reseller and a solution provider for the fiber optic
in-pipeline solution. Telepipe will provide the following advantages over
traditional fiber-optic installations:
a) Displacing traditional conduit deployment
b) Minimal disturbances to the surrounding environment such as city
streets, or environmentally sensitive areas
c) Upgrade existing municipal and energy piping infrastructure and
in the process provide a cost effective fiber optic installation
solution
d) Diversification of capital investment and cross pollination of
technologies for revenue sharing between telecommunication and
municipalities or energy industries
o To provide turnkey solutions by forming a consortium of complementary
companies, i.e. Expanded Systems Solutions Inc.
o Leverage consortium members' existing business towards new opportunities
o Expand our offering scope and provide a single point of contact
ATTACHMENT to SCHEDULE G
We hereby acknowledge all to this employment agreement parties have a
relationship with Xxxxxxxxxx.xxx, an Ontario corporation.
/s/ Xxxxxxx Xxxxxxxxx
X----------------------------------
/s/ Xxxx Xxxxxxxx
X----------------------------------
