EMPLOYMENT CONTRACT
EMPLOYMENT CONTRACT
BETWEEN: Anticus International Corp., operating under the name of Green Yeast Corporation, a company legally incorporated under the laws of Nevada, having a mailing address at 2175 de la Montagne, in the city and district of Xxxxxxxx, Xxxxxx, X0X 0X0, acting and
represented herein by Xx. Xxxxx Xxxxxxx, chairman of the board, declaring duly authorized, (hereinafter called the "ANTICUS")
AND: Xxxxxx XXXXXXX, residing at 000 Xx Xxxxxxxxx x Xxxxxxxxxxxx, XX, X0X-0X0, (hereinafter called the "XXXXXXX")
(Anticus and XXXXXXX hereinafter collectively called "Parties")
PREAMBLE
WHEREAS Anticus requires the services of XXXXXXX as President and CEO;
WHEREAS, XXXXXXX agreed to provide ANTICUS his full-time services as President and CEO;
WHEREAS the parties wish to confirm their agreement in writing;
WHEREAS the parties have the capacity and quality of exercise all the rights necessary for the conclusion and implementation of the agreement found in this contract;
THEREFORE THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:
1.00 PREAMBLE
The preamble is an integral part of this contract.
2.00 PURPOSE
2.01 Services
XXXXXXX agrees to assume full-time for ANTICUS (minimum of forty (40) hours per week) the role of president and CEO during the entire duration of the contract;
2.02 Term
This contract is for an initial term of twelve (12) months, renewable for an additional period of twelve (12) months unless either party terminates it in writing at least three (3) months before the expiration of the initial term;
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3.00 CONSIDERATION
3.01 Service Awards
In consideration of the provision of services, ANTICUS to pay XXXXXXX, as compensation;
• The gross amount of Canadian $ 40 000 annually calculated at the rate of twelve (12) equal monthly instalments consecutively of $ 3333.33 each, less withholding taxes applicable;
• Five hundred thousand options to acquire one (1) share of ANTICUS at a cost of $ 0.24 / per share by June 30, 2008. Those options will vest (vested) as follows:
- 125 000 at December 15, 2006
- 125 000 at March 15, 2007
- 125 000 at June 15, 2007
- 125 000 at September 15, 2007
Thus, in the event of contract termination in accordance with the provisions hereof, the then unvested options will automatically be cancelled;
3.02 Expenditure incurred
ANTICUS will reimburse Xxxxxxx all reasonable expenses incurred in connection with this Agreement, upon presentation of appropriate documentation;
3.05 Terms and conditions of payment
The price payable by ANTICUS to XXXXXXX is as follows:
• The sum of $3,333.33 on the 24th of each month from September 24, 2006.
• The stock options will be delivered to the service provider according to the following schedule;
- 125 000 options to buy shares November 24, 2006
- 125 000 options to buy shares of February 24, 2006
- 125 000 options to buy shares of May 24, 2006
- 125 000 options to buy shares of August 24, 2006
• Expenses will be reimbursed on presentation of an expense account on the 24th of each month.
4.00 SPECIAL PROVISIONS
4.01 Obligations of ANTICUS
4.02
ANTICUS agrees and undertakes to XXXXXXX as follows:
a) ANTICUS to bring XXXXXXX collaboration and will provide information necessary to ensure the full and faithful discharge of services to be rendered;
4.03 Obligation to XXXXXXX
XXXXXXX agrees and undertakes to ANTICUS to the following:
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a) The services must be made full time in a professional manner, according to the rules generally accepted by industry.
4.03 Commitment to confidentiality and nondisclosure
XXXXXXX recognizes that certain disclosures to be provided by ANTICUS have or may have considerable strategic importance, and therefore represent trade secrets for purposes of this contract. During the term of this Contract and for a period of thirty-six (36) months following the end of it, XXXXXXX is committed to ANTICUS to:
a) keep confidential and not disclose the information;
b) take and implement all appropriate measures to protect the confidentiality of the information;
c) not disclose, transmit, exploit or otherwise use for its own account or for others, elements of information;
4.04 Exclusivity of service provider
During the term of this Contract and for a period of twelve (12) months following the end of it, XXXXXXX is committed to ANTICUS not render services to or for direct or indirect competitors of ANTICUS.
4.05 Means of implementation
N / A
4.06 Relationship between the parties
Neither party may bind the other in any way whatsoever to anyone, except in accordance with the provisions of this contract.
4.07 Representations and Warranties XXXXXXX
XXXXXXX represents and warrants to ANTICUS that:
a) he has the capacity required to undertake under this contract, such capacity was not limited by any commitment to another person;
b) he has the expertise and experience required to execute and complete the its obligations under this contract;
c) he will make services efficient and professional manner, according to the rules generally accepted by industry;
4.08 Termination of Contract
Either party may terminate this contract at any time, upon presentation of a 30 day notice given to the other party. Amounts due and options purchases of shares will be delivered when calculated on a pro-rata to the time elapsed since the last payment or the last delivery of stock options.
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5.00 GENERAL PROVISIONS
Unless specific provision to the contrary in this Agreement, the following provisions apply.
5.01 Force Majeure
Neither party can be considered in default under this contract if the performance of its obligations in whole or in part is delayed or prevented by following a force majeure situation. Force majeure is an external event, unforeseeable, irresistible and it absolutely impossible to fulfill an obligation.
5.02 Severability
The possible illegality or invalidity of an article, a paragraph or provision (or part of an article, a paragraph or provision) does not in any way affect the legality of other items, paragraphs or provisions of this contract, nor the rest of this article, this paragraph or provision unless a contrary intention is evident in the text.
5.03 Notices
Any notice to a party is deemed to have been validly given if in writing and sent by registered or certified mail, by bailiff or by courier to such party at the address listed at the beginning of this contract or any other address that the party may indicate a similar notice to another party. A copy of any notice sent by mail must be sent
by one mode of delivery mentioned above.
5.04 Titles
The headings used in this contract are only for reference and convenience only. They do not affect the meaning or scope of the provisions they designate.
5.05 No Waiver
The inertia, neglect or delay by any party to exercise any right or remedy under this Agreement shall in no way be construed as a waiver of such right or remedy.
5.06 Rights cumulative and not alternative
All the rights mentioned in this Agreement are cumulative and not alternative. The waiver of a right should not be construed as a waiver of any other right.
5.07 Totality and entire agreement
This contract represents the full and entire agreement between the parties. No statement, representation, promise or condition not contained in this agreement can and should be allowed to contradict, modify or affect in any manner whatsoever the terms thereof.
5.08 Contract Amendment
This contract may be amended only by a writing signed by all parties.
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5.09 Gender and Number
All words and terms used in this agreement shall be interpreted as including the masculine and feminine and singular and plural as the context or meaning of this contract.
5.10 Assignable
Neither party may assign or otherwise transfer to any third party or of his rights in this contract without the prior written permission of the other party to that effect.
5.11 Computation of time
In computing any period fixed by the contract:
a) the day that marks the starting point is not counted, but the terminal is;
b) non-juridical days (Saturdays, Sundays and holidays) are counted;
c) when the last day is not legal, the deadline is extended to the next juridical day.
5.12 Currencies
All sums of money under this contract refer to Canadian currency.
5.13 Applicable Laws
This contract is subject to the laws of the Province of Quebec, Canada.
5.14 Election of domicile
The parties agree to elect domicile in the judicial district of Montreal, Province of Quebec, Canada, and chose it as the appropriate district to hear any claim arising from the interpretation, application, performance, the entry into force, validity and effect of this contract.
5.15 Copies
When initialled and signed by all parties, each copy of this contract shall be deemed an original, but these examples do not reflect all one and the same agreement.
5.16 Scope of Contract
This contract binds the parties and their successors, heirs and assigns, respectively.
5.17 Solidarity
If a party consists of two or more persons, they are forced and severally liable to the other party.
5.18 Time is of Essence
If a party must fulfill an obligation under this contract within a specified time, the passage of time will effectively be part of this notice.
6.00 EFFECTIVE DATE OF CONTRACT
This Agreement shall enter into force August 24, 2006.
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SIGNED BY THREE (3) copies,
IN XXX XXXX XX XXXXXXXX, XXXXXXXX XX XXXXXX,
DATED September 13, 2006.
/s/ Xxxxx Xxxxxx
ANTICUS INTERNATIONAL CORPORATION
______________________________
WITNESS
XXXXXX XXXXXXX
/s/ Xxxxxx Xxxxxxx
______________________________
WITNESS
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EMPLOYMENT CONTRACT – E-MAIL EXTENSION 2008
From: Xxxxx Xxxxxx [xxxxx.xxxxxx@xxxxxx.xxx]
Sent: November 4, 2008 09:28
To: Xxxxxx Xxxxxxx
Subject: Salary
Xxxxxx, As agreed, I propose to you as follows:
Wages of CAD 90.000. - per annum. With regard to the options, we will decide as soon as the financing is completed.
Greetings,
Xxxxx Xxxxxx
Chairman of the Board
Anticus International Corporation
dba Green Yeast Corp.
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