EXHIBIT 5.25
EMPLOYMENT CONTRACT
BETWEEN
XXXXXXXXX.XXX, INC. ("XXxxxxxxx.xxx")
AND
XXXXXX XXXXXXX ("Macbeth")
1. Position: Chief Technical Officer.
2. Reporting: to the President and CEO of XXxxxxxxx.xxx.
3. Start Date: January 1, 2000.
4. Salary: $8300 per month.
5. Compensation Committee Review. The Board of Directors of XXxxxxxxx.xxx
will establish a Compensation Committee. Such Committee will review the
compensation packages for all employees and contractors filling senior
executive positions and will cause such packages, including salary, cash
incentives and performance options, and severance obligations, to be
adjusted to industry standards for the technology industry in the Vancouver
area.
6. Cash Incentives. Subject to the Compensation Committee Review,
XXxxxxxxx.xxx will provide to Macbeth an annual Base Cash Incentive equal
to 40% of annual salary, which will vary between 0 and 1.5 times the Base
Cash Incentive, subject to Macbeth's performance against mutually agreed
objectives.
7. Annual Review. XXxxxxxxx.xxx will review Macbeth's performance and
compensation package no less than annually.
8. Accelerated Vesting. If XXxxxxxxx.xxx accepts an offer which would
effect a change of control as defined by the Income Tax Act, then all
shares and all options of XXxxxxxxx.xxx of any kind owned or reserved for
Macbeth which have not vested shall then immediately vest.
9. Benefits:
9.1 Vacation. Four weeks paid vacation in each calendar year, to be
increased from time to time in accordance with XXxxxxxxx.xxx's standard
policy. Unused vacation period can accumulate only until August 31 of the
following year.
9.2 Health and other Benefits. According to such plans in place for all
XXxxxxxxx.xxx employees.
10. Severance. If XXxxxxxxx.xxx terminates Macbeth's contract other than for
cause, ("Termination"), XXxxxxxxx.xxx will provide nine months severance
plus one month for each year or partial year of employment or full-time
contract work. All termination payments will be made in a manner most tax-
efficient for Macbeth. Pursuant to clause 5, the Compensation Committee
will recommend compensation packages for the senior executives.
Notwithstanding the provisions in this clause, if the Compensation
Committee recommends severance provisions that are more beneficial to
Macbeth in Macbeth's sole opinion, then such provisions will apply and this
clause will be deleted and the provisions recommended by the Compensation
Committee will take precedence.
11. Non-compete and non-disclosure. Macbeth agrees to be bound by non-compete
and non-disclosure agreements standard in the industry.
12. Non-assignment. This Contract may not be assigned without the prior
written consent of Macbeth.
AGREED:
For XXxxxxxxx.xxx: /s/ Xxxx XxXxxx
---------------------------
Xxxx XxXxxx
/s/ Xxxxxx Xxxxxxx
---------------------------
Xxxxxx Xxxxxxx
Date: January 1, 2000
---------------------------
