THIS AGREEMENT IN TRIPLICATE THIS 15th DAY OF JANUARY 2000
BETWEEN:
XXXX TECHNOLOGIES (CANADA) LTD., a body corporate,
duly incorporated under the laws of the Province
of British Columbia
(hereinafter referred to as "the Employer")
OF THE FIRST PART
AND
Xxxxxxx Xxxxxxxx, of the City of Coquitlam,
in the Province of British Columbia
(hereinafter referred to as "the Employee")
OF THE SECOND PART
WHEREAS the Employer carries on the business of a manufacturer of
Photoluminescence products.
AND WHEREAS the Employee is skilled and experienced and has a proprietary
knowledge of the photoluminescent business.
AND WHEREAS the Employer wishes to employ the Chief Executive Officer as part of
the management team required to manage and operate its business.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained, the parties do hereby covenant and
agree each with the other as follows:
ARTICLE 1. APPOINTMENT AND TERM
1.1 The Employer hereby appoints and retains the Employee as Chief Executive
Officer to be part of the Employer's management team to manage and conduct the
day to day business operations of the Employer. It is agreed that all services
contracted for by the Employer from the Employee herein are to be performed in
Canada. The Employee agrees to accept the position of Chief Executive Officer
and to be part of the management team to conduct the day to day business
operations on behalf of the Employer, for a term commencing on the 1st day of
January 2000 and expiring on the 31st day of December 2000 or such earlier date
as this Agreement may be terminated, and subject to any renewals, as hereinafter
provided. The parties hereby agree that after the 1st day of June 2000, either
party may terminate this agreement by giving 30 days written notice to the other
party of their intention to terminate this agreement
ARTICLE 2. COMPENSATION
2.1 The Employer shall pay to the Employee, in consideration for the services to
be performed by the Employee, pursuant to the terms of this Agreement:
(i) the sum of FIVE THOUSAND DOLLARS ($5,000) per month payable in
bi-monthly installments of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) each
in each month, the first of such bi-monthly payments to commence on the
15th day of January 2000 and to continue thereafter in consecutive
bi-monthly installments during the term of this agreement.
(ii) a sum equal and in reimbursement for all expenses incurred by the
Employee during the currency of this agreement related to the Employee's
management and operation of the business including but without limiting
the generality of the foregoing, all travel expenses including the cost of
accommodation and meals, all automobile expenses including the cost of
gasoline, insurance and repairs for the use of the Employee's automobile
while used in the performance of the Employees duties as Chief Executive
Officer of the Employer, all telephone, cellular, fax or communication
charges incurred by the Employee in the performance of his duties, all
entertainment charges incurred by the Employee in the performance of his
duties and all other expenses or charges incurred by the Employee in the
performance of his duties as Chief Executive Officer. All such expenses or
charges shall be reimbursed at the end of any given month during the
currency of this agreement and shall be verified and submitted by the
Employee with copies of all bills, invoices or other proof of payment
acceptable to the Employer.
ARTICLE 3. RENEWAL
3.1 This agreement shall be automatically renewed for a further term of six (6)
months at the expiry of the term hereof, with automatic renewals of further
terms of six (6) months each, unless terminated by the parties as hereinafter
provided.
ARTICLE 4. COMPENSATION DURING RENEWAL
4.1 Upon renewal of this agreement according to Article 3.1 hereof, the
compensation to be paid to the Employee, in consideration of his managing the
day to day operations of the business, shall be such salary as is agreed to the
by the parties, and until the parties reach agreement on the salary to be paid
during the renewal period; the Employer shall pay to the Employee the same
salary as was paid during the initial six (6) months, or the previous six (6)
month period prior to any renewal period, whichever is appropriate in the
circumstances. Upon agreement being reached, the parties shall adjust the salary
paid back to the date of renewal. In the event the parties are unable to agree
to the salary to be paid to the Employee during any renewal term, within 90 days
of the renewal date, this agreement shall terminate.
ARTICLE 5. DUTIES OF THE EMPLOYEE
5.1 The Employee is empowered and engaged to perform the following duties:
(a) the furnishing of all management services for the economic and
efficient day to day operation of the business.
(b) the employment, in the name of the Employer and at its expense, of all
employees necessary to carry out the business of the Employer and the
direction, control and termination of employment of all such
employees. Provided however the Employee shall not hire or terminate
any employee without first notifying the Board of Directors of the
Employer.
(c) ensuring that proper books of account and records relating to the
business operations of the business are kept and to have prepared and
supply reports of the results of the business as and when directed by
the Board of Directors of the Employer.
(d) ensuring that all proper statutory, regulatory filings or reports and
tax returns are filed in a diligent and prompt manner to all necessary
Governmental or regulatory bodies
(e) devoting such reasonable time, skill, labor and attention as shall be
necessary to carry out the Employee's obligations hereunder during the
term or any renewal hereof.
(f) exercise reasonable efforts to manage the day to day operations so as
to enhance and promote the Employer's business in as profitable manner
as possible, having due regard at all times to the instructions of the
Board of Directors of the Employer.
(g) obey and carry out all lawful orders given by the Employer's Officers
and Board of Directors.
5.2 It is agreed and understood by the parties hereto that the Employee shall
make a full time commitment of his time and attention to the management of the
Employer's business, and shall not without the consent in writing of the
Employer, engage in any other new business or occupation outside of his current
business and financial interests, or become a director, manager, or agent of any
new company, firm, or individual, without the written consent of the Board of
Directors first had and received.
ARTICLE 6. CONTRACTS
6.1 Subject to the instructions of the Board of Directors of the Employer, from
time to time, the Employee shall have the authority to make the usual contracts
necessary for carrying on the Employer's business in the ordinary course.
ARTICLE 7. CONFIDENTIALITY
7.1 The Employee shall well and faithfully serve the Employer and use his best
efforts to promote the interest thereof, and shall not disclose the private
affairs of the Employer, or any secret of the Employer, any customers or
suppliers of the Employer, or the financial status of the Employer, or any other
business information concerning the business operations of the Employer, to any
person other than the Board of Directors of the Employer, and shall not use for
his own purpose, or any other purpose than those of the Employer, any
information he may acquire with respect to the Employer's business.
ARTICLE 8. ASSIGNMENT
8.1 Neither party may assign this Agreement without the express prior written
consent of the other party, which may be arbitrarily withheld.
ARTICLE 9. NOTICE
9.1 Any notice, demand, request or approval which may, or is required to be
given, pursuant to the terms of this Agreement, shall be in writing and shall be
sufficiently given or made if served personally on the Employee or a director or
officer of the Employer, or if mailed prepaid registered mail, and in the case
of:
THE EMPLOYEE:
#0 - 0000 Xxxxxx Xxxxxxx, Xxxxxxxxx, XX, X0X 0X0
THE EMPLOYER:
00X Xxxxxxx Xxxx, Xxxxxxxxx, XX, X0X 0X0
or to such other address as the parties may from time to time by written notice
change. The date of receipt of any such notice, demand, request or approval if
served personally shall be deemed the date of delivery, or if mailed as
aforesaid, the second business day following the date of mailing.
ARTICLE 10. ENUREMENT
10.1 This Agreement shall be effective as of the 1st day of January 2000 and
enure to the benefit of and be binding upon the heirs, executors, administrators
and permitted assigns of the parties hereto.
IN WITNESS WHEREOF the Employee has hereunto affixed his hand and seal and the
Employer has hereunto affixed its corporate seal by its officers properly
authorized in that behalf on the day and year above written.
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Xxxxxxx Xxxxxxxx
Xxxx Technologies (Canada) Ltd.
Per:
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Xxxxxx X. Xxxxxx
