EXHIBIT 10.22
EMPLOYMENT AGREEMENT
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THIS AGREEMENT made to have effect the 18th day of August 1997.
BETWEEN:
MDSI MOBILE DATA SOLUTIONS INC., a body corporate duly incorporated
under the laws of Canada and having its offices at 000-00000
Xxxxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Company")
AND:
Xxxx Xxxxx of Xxxxxxx 00, Xxxxxxx 0000 Xxxxxxx
(the "Employee")
WHEREAS the Company wishes to employ the Employee and the Employee is willing to
accept such employment upon the terms and conditions set forth in this
Agreement;
NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements herein set forth the parties hereto mutually covenant and agree as
follows:
EMPLOYMENT
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1. The Company hereby employs the Employee in the position of Technical
Manager, Nordic Region and the Employee hereby accepts such employment. The
Employee shall perform all duties incident to such position and such duties
as may be reasonably required from time to time by the CEO, President or
Vice President responsible for such position. An outline of the initial job
description is set forth in Schedule "A" hereto.
2. The Employee shall perform his duties working out of the Copenhagen office
of the Company, but in the future the company may, in its discretion,
direct that the duties be provided in other locations provided, however,
that should the assignment be for a period in excess of three months, it
would be on mutually agreeable terms.
EXCLUSIVE SERVICE
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3. The Employee shall, during his employment with the Company, devote at least
100% of his attention during normal working hours to the business of the
Company, and may not continue as a director, employee or consultant to any
other company, firm or individual without the prior written consent of the
Company.
REMUNERATION AND BENEFITS
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4.1 The Company shall pay the Employee the following salary, bonuses and
benefits:
a) Remuneration calculated on the basis of a basic gross salary in the
amount of 606,000 Danish Kroner per annum in equal monthly
installments;
b) incentive plan bonuses worked out with you that will provide for
additional compensation in the amount of 30% of base salary upon
achieving reasonable, mutually agreeable goals, (to be agreed upon
between us by August 30, 1997);
c) 5,000 MDSI stock options granted at fair market value on date of the
grant and vesting over three years pursuant to the Company's current
Stock Option Plan. The first one-third of the options will vest at the
end of the first year of employment and the balance will vest pro-rata
each month thereafter over the next 24 months;
d) Pension Plan or compensation equivalent to 12% of base salary per
annum;
e) A car allowance of up to 9000 Danish Kroner per month including.
Suitable to finance the purchase, operation, insurance and repairs of
a maximum 350,000 DKr. class automobile
f) Reimbursement for all reasonable and necessary travelling and other
expenses (properly approved by the Company) incurred by the Employee
in connection with his duties hereunder provided, however, for all
such expenses the Employee shall furnish statements and vouchers; and
All payment of salary, allowances or bonus shall be paid less all
applicable Federal and Provincial income tax, unemployment insurance,
Pension deductions and other related deductions.
VACATION
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5. The Employee shall be entitled to a vacation period with pay of five weeks
per annum.
CONFIDENTIAL INFORMATION
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6. The Employee shall well and faithfully serve the Company, and use his best
efforts to promote the interest thereof and shall not disclose (either
during the continuance of his employment hereunder or any time thereafter)
the private affairs of the Company or any trade secret of the Company, to
any persons other than the Directors of the Company, or as required in the
normal course of business and shall not use (either during the continuance
of his employment hereunder or any time thereafter) for his own purposes,
or any purposes other than those of the Company, any information he may
require with respect to the Company's affairs. The Employee further agrees
to execute such further and other agreements concerning the secrecy of the
affairs of the Company or any companies, which the Company is affiliated or
associated, as the Directors of the Company shall reasonably request.
Furthermore, without restricting the generality of the foregoing, the
Employee shall not either during his employment hereunder or any time
thereafter, directly or indirectly divulge to any person, firm or
corporation:
a) Any intellectual property, proprietary information, know how, trade
secrets, processes, product specifications, new product information or
methods of doing business acquired as a result of his employment;
b) Any information in respect of the Company personnel or organisation,
or any of the financial affairs or business plans of the Company; or
c) Any information in respect of Company pricing policies, sales
statistics, sales and marketing plans and strategies, profits, costs,
sourcing of clients.
Information shall not be considered as confidential if at the time of disclosure
by the Employee it is generally known to the public or after disclosure by the
Employee it becomes known to the public through no violation of this Agreement
or is disclosed to the Employee by a third party that it is not under an
obligation to maintain the confidentiality of the information.
SICK LEAVE
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7. If the Employee shall, at any time, by reason of illness or mental or
physical disability, be incapacitated from carrying out the terms of this
Agreement, he shall furnish the President with medical evidence to prove
such incapacity and the cause thereof, and shall receive his full salary
until such time as the start of short term or long terms disability, or in
any case for a period of no longer than 30 days.
NON COMPETITION
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8. If the Employee employment is terminated voluntarily or involuntarily, he
shall not for a period of 12 months following such termination, become
employed by or enter into a contract of service with any corporation,
person or other entity which competes with the Company.
8.1. The Employee acknowledges and agrees that there can be no geographic limit
to his covenant not to compete due to the nature of the business of the
Company, and the Company, the market for the Company products and
technologies with which the Company is involved.
8.2 The parties to this agreement recognize that a breach by the Employee of
any of the covenants herein contained would result in damages to the
Company and that the Company cannot be adequately compensated for such
damages by monetary reward. Accordingly, the Employee agrees that in the
event of any breach, in addition to all other remedies available to the
Company at law or in equity, the Company shall be entitled as a matter of
right to apply to a court of competent jurisdiction for such relief by way
of restraining order, injunction, decree or otherwise, as may be
appropriate to ensure compliance with the provisions of this Agreement.
OWNERSHIP AND USE OF WORK PRODUCTS
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9.1 The Employee agrees that any work products (the "Work Products") produced
by the Employee in furtherance of any identifiable project relative to the
product line carried by the Company either developed solely by the Employee
or jointly with any other party will be the sole and exclusive property of
the Company.
9.2 The Company acknowledges that general knowledge and experience including
general techniques, algorithms, methods and formulae not developed for the
Company's specific application or work gained by the Employee prior to or
in the course of his association with the Company, may be used by the
Employee at any time at any time prior to, during or subsequent to his
association with the Company, unless a specific agreement to the contrary
is entered into by the Employee and the Company, as long as the Employee is
not in breach of his covenants of non-competition contained herein.
9.3 This Agreement does not apply to any general techniques, formulae,
algorithm or method for which no equipment, supplies, facility or other
resources or trade secret information of the Company was used and which was
developed entirely on the Employee's own time unless such techniques,
formulae, algorithms, or method related directly to the business of the
Company or the Company's actual demonstrated anticipated research or
development.
9.4 At any time and all times, either during or after termination of the
Employee's association with the Company, the Employee will promptly, on the
request of the Company, perform all such acts and execute and deliver all
such documents that may be necessary to vest in the Company the entire
right, title and interest in and to any Work Product. Should any services
be rendered after termination of his association with the Company a
reasonable compensation will be paid to the Employee upon a per diem basis
in addition to reasonable travelling and accommodation expenses incurred as
a result of rendering such services.
9.5 The Employee hereby assigns to the Company any rights the Employee may have
or acquire in the Work Product and waives all claims whatsoever with
respect to the Work Product including any moral rights which he/she may
have or acquire in the Work Product or to its use, including the right to
restrain or claim damages for any distortion, mutilation or other
modification of the Work Product or any part thereof whatsoever, or to
restrain use or reproduction of the Work Product in any context, or in
connection with any product or service.
RETURN OF PROPERTY
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10. In the event of termination of this Agreement, the Company agrees to pay
the Employee all arrears of compensation, and all out of pocket expenses
owing, up to and including the effective date of termination, upon receipt
from the Employee of (and the Employee agrees to deliver to the Company);
a) Any property of the Company which may be in the possession or control
of the Employee; and
b) The repayment of any sums owed by the Employee to the Company.
TERMINATION BY COMPANY FOR CAUSE
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11. Without prejudice to any remedy the Company may have against the Employee
for any breach or non-performance of this Agreement, the Company may
terminate this Agreement, subject to Section 16, for cause at any time
effective immediately and without notice and without any payment for any
compensation either by way of anticipated earnings or damage of any kind to
him whatsoever, save and except in respect of remuneration to the date of
such termination. For the purposes of this paragraph, any one of the
following events shall constitute good and sufficient reason for
termination of this Agreement and dismissal for cause, provided, however,
that the following events shall not constitute the only reasons for
dismissal for cause:
a) Being guilty of any dishonesty or gross neglect in the discharge of
his duties hereunder; or
b) Being convicted of any criminal offence, other than any offence which
in the reasonable opinion of the Company does not affect his position
as a representative of the Company; or
c) Becoming bankrupt or making any arrangement or composition with his
creditors or; d) Alcoholism or drug addiction of the Employee which
impairs his ability to perform his duties hereunder; or
e) Excessive and unreasonable absence of the Employee from the
performance of his duties for any reason other than for authorised
vacation or sick leave.
TERMINATION OF EMPLOYMENT
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12.1 The Employee shall be entitled to terminate employment with the Company, at
will, at any time by giving six months notice in writing to the President
of MDSI.
12.2 The Employee's employment hereunder may be terminated, at will and without
cause, at, at any time by the Company upon giving the Employee notice in
writing of such termination and upon payment to the Employee of all salary
and bonuses owing up to the date of termination and of termination pay in
an amount equal to twelve months salary in full satisfaction of all claims
that the Employee may have against the Company.
SURVIVAL
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13. Notwithstanding the termination of this Agreement for any reason whatsoever
the provisions of Sections 6, 8, 9 and 10 hereof and any other provisions
of this Agreement necessary to give efficacy thereto shall continue in full
force and effect following such termination.
NOTICE
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14. Any notice or other communication (each a "Communication") to be given in
connection with this Agreement shall be given in writing and may be given
by personal delivery, by registered mail or by telecopier, addressed as
follows:
TO: MDSI Mobile Data Solutions Inc.
000-00000 Xxxxxxxxxxx Xxx
Xxxxxxxx, X.X. X0X 0X0
Att: President
Phone: 000-000-0000
Fax: 000-000-0000
AND TO: Xxxx Xxxxx of
Xxxxxxx 00,
Xxxxxxx
0000
Xxxxxxx
Phone: x00 00 00 00 00
or at such other address or telecopier number as shall have been designated
by Communication by either party to the other. Any Communication shall be
conclusively deemed to be received, if given by personal delivery, on the
date and at the time of actual delivery thereof and, if given by registered
mail, on the fifth day following the date of mailing, if given by
telecopier, on the business day following the transmittal thereof. If the
party giving any Communication knows or ought reasonably to know of any
actual or threatened interruptions of the mails, such Communication shall
not be sent by mail but shall be given by personal delivery or telecopier.
ENTIRE AGREEMENT
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15. Any other previous agreements, written or oral, between the parties hereto
relating to the employment of the Employee by the Company are hereby
terminated and cancelled and each of the parties hereto hereby releases and
forever discharges the other party hereto of and from all manner of
actions, causes and demands whatsoever under or in respect of any such
agreement. This Agreement constitutes and expresses the whole agreement of
the parties hereto with reference to the employment of the Employee by the
Company, and with reference to any of the matters or things herein provided
for, or herein before discussed or mentioned with reference to such
employment; all promises, representations, and understandings relative
thereto being merged herein.
AMENDMENTS AND WAIVERS
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16. No amendment to this Agreement shall be valid or binding unless set forth
in writing and duly executed by both of the parties hereto. No waiver or
any breach of any by the party purporting
to give the same and, unless otherwise provided in the written and signed
waiver, shall be limited to the specific breach waived.
BENEFITS OF AGREEMENT
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17. The provisions of this Agreement shall enure to the benefit of and be
binding upon the legal representatives of the Employee and the successors
and assigns of the Company respectively.
SEVERABILITY
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18. If any provision of this Agreement is deemed to be void or unenforceable,
in whole or in part, it shall not be deemed to affect or impair the
validity or any other provision hereby declared and agreed to be severable
from each and every other section, subsection or provision hereof and to
constitute separate and distinct covenants. The Employee hereby agrees that
all restrictions herein are reasonable and valid and all defences to the
strict enforcement thereof by the Company are hereby waived by the
Employee.
GOVERNING LAW
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19. This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia. The Company and the Employee
hereby irrevocably attorn to the jurisdiction of the courts of the Province
of British Columbia, exclusively.
COPY OF AGREEMENT
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20. The Employee hereby acknowledges receipt of a copy of this Agreement duly
signed by the Company.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written:
SIGNED SEALED & DELIVERED by )
Xxxx Xxxxx in the presence of: )
) /s/ Xxxx Xxxxx
) ------------------------------
/s/ illegible ) Employee
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Witness )
)
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Name )
)
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Address )
MDSI MOBILE DATA SOLUTIONS, INC.
Per: /s/ Xxxx Xxxxxx
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Authorized Signatory
Schedule A - Duties and Responsibilities
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To operate Customer Service a profitable business.
Establish and execute CS business plan to meet MDSI commitments and our customer
requirements in the Nordic region.
Provision of staff to provide technical support to customer as necessary and
within scope of personal capabilities as back up to technical staff.
General administrative management of the Copenhagen office. Establish office;
purchase furniture and equipment as approved; manage payroll and expense
payments.
Recruit technical and office personnel as approved.
Establish suppliers as required.
Provide technical Pre Sales Support personally.
And other duties as assigned.
Schedule B - Bonus Plan
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To be determined by September 30,1997
