EXHIBIT 10.23
THIS ADDENDUM has been made effective as of the 1 day of November, 2004.
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This Schedule supersedes any previous Schedule "A" attached hereto for reference
and forms an integral part of the entire Key Principal Employment Agreement
originally entered into by the Company and Principal.
This Addendum has been made pursuant to a certain performance evaluation or
position review conducted by Operations - Human Resources in conjunction with
the Board of Directors of the Company.
Recital B. and Paragraph 2. Engagement
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Description of the Employee's skills and services:
- (same as: April 1, 2003 Schedule "A" attached hereto)
Employee's Position & Title:
- Senior Vice President, Legal Affairs
Employee's Duties & Responsibilities:
- Manage, Co-ordinate and supervise all legal affairs of the companies
- Manage and supervise all IP and Trademark Compliance
- Manage and supervise all legal technology and intellectual property
transactions
- Manage and Supervise Audit Consolidation with Canadian auditors and Parent
Company auditors and US counsel for NASD Application
- Manage Legal Correspondence to be provided to Parent Company for NASD
Application
- Ensure public communication compliance with Sarbanes Oxley
- Manage employment litigation matters and settlements in coordination with
HR
- Patent and Domain Registration Management
- Corporate Finance - Lead Attorney Management
- CDN & US Cross Border Legal Management
- Compensation Committee - supervise and manage
- Any other duties as might be assigned by the Board of Directors of the
Company or Board of Directors of its Parent Company.
Paragraph 6. Term
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Commencement Date: November 1, 2004
Evaluation Date: December 1, 2005
Paragraph 7. Remuneration
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Description of the Employee's Remuneration and terms of payment, etc.:
(a) Wages: $10,416.66 CAD per Month (review pending 3 and 6 months
thereafter)
(b) Employee Stock Options, if any:
- (same as: April 1, 2003 Schedule "A" attached hereto)
(c) Bonuses:
- (same as: April 1, 2003 Schedule "A" attached hereto)
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Paragraph 8. Benefits
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Description of the Benefits available:
- (same as: April 1, 2003 Schedule "A" attached hereto)
Paragraph 9. Holidays
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Number of weeks of holiday available to the Employee:
- 4 weeks holiday
- Statutory holidays
Paragraph 10. Expenses and Automobile
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The Company agrees to pay Employee mileage at the rate of $_____ per
kilometre for his use of the Employee's vehicle for Company business or $______
per month whichever is greater.
- Principal has up to $3,000.00 a month in personal expense allowance as a
taxable benefit. Principal must provide for valid receipts at the end of each
month prior to reimbursement. Source income/benefit deductions will not be
deducted immediately from such personal expense allowance until the end of each
fiscal year.
- Principal may submit valid receipts for reasonable meals, gasoline and
travel expenditures that are directly attributed to the normal course of
business of the Company.
- At the financial affordability of the Company, the Principal may at his
election, be provided with a lease vehicle of no greater than $750 per month in
lease payments every three years and the Company agrees to provide such vehicle
and all necessary maintenance, up-keep and insurance coverage for his sole use.
The Principal agrees that such lease vehicle will be the property of the Company
during his use and in the event of his termination or resignation, the Principal
shall have an option to purchase or assume the lease vehicle from the Company
under terms to be mutually determined by the Principal and the Company at the
time of such event. In the event the Company can not afford to provide such
lease vehicle during the duration of the Term of the Agreement, the Principal
agrees that he cannot claim for any past loss of this benefit.
- Reasonable Parking Disbursement or facilitation of parking space.
Special Particulars (If any)
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- Security Level (Black). - Principal has complete access to sensitive level
networking, design and project operations.
- Principal has special authorization to have complete access and attendance
to all Board Meetings conducted by the Board of Directors of the Company or
Board of Directors of its Parent Company.
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- Principal cannot conduct third party consultation work, carry out
part-time employment or contract assignments similar to that of the projects or
operations of the Company. Principal understands and agrees that the Company may
at its sole right without notice, terminate the employment of the Principal in
the event a breach of this particular is discovered with prior disclosure or
authorization as specifically described herein.
AGREED AND ACCEPTED TO:
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
_________________________________
Title of Employee
_________________________________
Social Insurance Number of Employee
AGREED AND ACCEPTED TO:
_________________________________ ________________________________
Authorized Signatory - Human Resources Authorized Signatory -
Officer / Director
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