Exhibit 10.2
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THE TIREX CORPORATION CANADA INC.
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Executive Agreement
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This Executive Agreement (the "Agreement") is made and entered into as of
this 24th day of July, 1998 by and among:
The Tirex Corporation
000 Xx. Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0 ("Tirex America")
The Tirex Corporation Canada Inc.
000 Xx. Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0 ("Tirex Canada")
Xxxx Xxxxxxxxxx
0000 Xx Xxxxxx Xxxxx
Xxxx Xx. Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0 (the "Executive")
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NOTE: Tirex America and Tirex Canada are sometimes referred to hereinafter,
collectively, as the "Tirex Corporations".
Whereas, Tirex Canada, a corporation formed under the federal laws of
Canada, is a wholly owned subsidiary of Tirex America, a publicly-held Delaware
corporation, the common stock of which is traded in the over-the-counter market
in the United States and quoted on the electronic bulletin board of the National
Association of Securities Dealers (the "OTC Bulletin Board").
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Whereas, The Tirex Corporations desire to employ the Executive as
President of Tirex Canada, to serve in such position as its Chief Executive
Officer and the Executive is willing to accept such employment by Tirex Canada,
on the terms and subject to the conditions set forth in this Agreement.
Whereas, The Tirex Corporations are in very early stages of development,
with very limited assets, income, operations, and financial resources on hand to
finance the development of their technology and the commencement of their
commercial operations. Their future financial prospects and positions are
therefore highly contingent and, as at the date hereof, impossible to predict.
Based upon the foregoing, Tirex America's Board of Directors believe that
unregistered shares of Tirex America's common stock, which cannot be sold into
the public market for an extended period of time, may reasonably be deemed to
have a value which reflects Tirex America's poor financial position and
uncertain future, and can reasonably be expected to be saleable by Tirex
America, in arm's length transactions, for approximately fifty percent (50%) of
the current market value of the publicly traded stock of Tirex America, or for
substantially less.
Now Therefore, it is agreed as follows:
1. Definitions
For the purposes of this Agreement the following terms shall have the
following meanings:
1.0 "Tirex Canada" shall mean The Tirex Corporation Canada Inc. and all
other corporations, partnerships, or other entities, now or in the future
controlled by The Tirex Corporation Canada Inc., jointly and severally.
1.1 "Change in Control" shall mean (i) the time that the Tirex
Corporations first determine that any person and all other persons who
constitute a group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 ("Exchange Act") have acquired direct or indirect
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of twenty percent (20%) or more of Tirex America's outstanding securities,
unless a majority of the "Continuing Directors", as that term is defined in
Paragraph 1.3, approves the acquisition not later than ten (10) business days
after Tirex America makes that determination, or (ii) the first day on which a
majority of the members of Tirex America's Board of Directors are not
"Continuing Directors."
1.2 "Constructive Termination" shall mean termination by Tirex Canada of
the Executive's employment by reason of material breach of this Agreement by the
Tirex Corporations, or either one of them, such "Constructive Termination" to be
effective upon 30 days written notice thereof from the Executive to the Tirex
Corporations.
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1.3 "Continuing Directors" shall mean, as of any date of determination,
any member of the Board of Directors of Tirex America who (i) was a member of
that Board of Directors on January 19, 1995, (ii) has been a member of that
Board of Directors for the two years immediately preceding such date of
determination, or (iii) was nominated for election or elected to the Board of
Directors with the affirmative vote of the greater of (x) a majority of the
Continuing Directors who were members of the Board at the time of such
nomination or election or (y) at least four Continuing Directors.
1.4 "Effective Date" shall mean August 17,1998.
1.5 Termination For Cause" shall mean termination by Tirex Canada of the
Executive's employment by Tirex Canada by reason of the Executive's willful
dishonesty towards, fraud upon, or deliberate injury or attempted injury to,
Tirex Canada or by reason of the Executive's willful material breach of this
Agreement which has resulted in material injury to Tirex Canada. Notwithstanding
the foregoing, the Executive shall not be deemed to have been terminated for
Cause without (i) Written notice to the Executive setting forth the reasons for
Tirex Canada's intention to terminate for Cause, (ii) an opportunity on not less
than 20 days written notice from Tirex Canada to the Executive for the
Executive, together with his counsel, to be heard before the full Board of
Directors of Tirex Canada, and (iii) delivery to the Executive of a Notice of
Termination as defined in Paragraph 6.9 hereof from the Board of Directors
finding that, following such hearing before the Board, in the good faith opinion
of such Board, the Executive was guilty of conduct set forth above and
specifying the particulars thereof in detail.
1.6 "Termination for 'Good Reason'" shall mean termination by the
Executive of the Executive's employment by Tirex Canada because of: (i) a
"Change in Control", as defined in Paragraph 1.1, above, (ii) a failure by Tirex
Canada to comply with any material provision of this Agreement which has not
been cured within ten (10) days after notice of such noncompliance has been
given by the Executive to the Company, (iii) the determination by the Executive
that because of changes in the composition or policies of the Board of Directors
of Tirex Canada, or of other events or occurrences of material effect, that the
Executive can no longer properly and effectively discharge his responsibilities
as Chief Executive Officer of Tirex Canada after giving Tirex Canada not less
than thirty (30) days prior written notice of the effective date of such
termination, or (iv) any purported termination of the Executive's employment
which is not effected pursuant to a Notice of Termination satisfying the
requirements of Paragraph 6.9 hereof (and for purposes of this agreement no such
purported termination shall be effective).
1.7 "Termination Other Than For Cause" shall mean termination by Tirex
Canada of the Executive's employment by the Corporation (other than in a
Termination for Cause) and shall include "Constructive Termination", as that
term is defined in Paragraph 1.2.
1.8 "Termination Upon a Change in Control" shall mean a termination by the
Corporation of the Executive's employment with the Corporation within 120 days
following a "Change in Control", as that term is defined in Paragraph 1.1.
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1.9 "Voluntary Termination" shall mean termination by the Executive of the
Executive's employment by Tirex America other than (i) Constructive Termination,
(ii) Termination Upon a Change in Control, (iii) Termination for Good Reason,
and (iv) termination by reason of the Executive's death or disability as
described in Paragraphs 6.4 and 6.5.
2. Employment
During the term of this Agreement, the Executive agrees to be employed by
Tirex Canada and to serve as its President and Chief Operating Officer or in
such other positions as the Tirex Corporations shall require, and the Tirex
Corporations agree to employ and retain the Executive in such capacities.
3. Duties and Responsibilities
The Executive shall devote his full time, energy, and skills to the
affairs of Tirex Canada, reporting solely and exclusively to Xxxxxxx X. Xxxxx,
the President and Chief Executive Officer of Tirex America and Chairman of the
Board and Chief Executive Officer of Tirex Canada; At all times during the term
of this Agreement the Executive shall have powers and duties at least
commensurate with his position as Chief Operating Officer of Tirex Canada.
The Executive hereby acknowledges that the Tirex Corporations reserve the
right to review with the Executive his present directorships and any other
positions held by him in business organizations, and the Executive agrees to
terminate his participation in such positions if the Tirex Corporations shall
determine, in a particular case, that there is a potential material conflict
with Tirex Canada's best interests. Any future proposed directorships and/or
positions in or with other business organizations shall be subject to review by
the boards of directors of the Tirex Corporations, providing however, that such
Boards shall not prohibit any such activities unless such potential material
conflict with the Executives duties as president of Tirex Canada shall exist.
4. Term of Employment
4.1 Term. The term of employment of the Executive by Tirex Canada shall be
for a period of five (5) years beginning with the Effective Date (the "Initial
Term"), unless terminated earlier pursuant to Section 6. At any time prior to
the expiration of the Initial Term, the Tirex Corporations and the Executive may
by mutual written agreement extend the Executive's employment under the terms of
this Agreement for such additional periods as they shall mutually agree.
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4.2 Assumption of Contract by Tirex America. In the event that the
ownership and control of Tirex Canada shall hereafter be transferred to any
party and such party shall refuse to honor this Executive Agreement, then Tirex
America shall employ the Executive for the balance of the Initial Term, under
substantially the same terms and conditions which obtain under this Agreement,
including compensation terms identical to those provided for hereunder.
5. Salary, Benefits and Bonus Compensation
5.1 Signing Bonus. In consideration of the Executive's agreeing to
discontinue, as expeditiously as practicable in a reasonable and orderly manner,
his other business activities in order to enter into this agreement, the
Corporation will issue to the Executive, upon execution of this Agreement, one
million (1,000,000) shares of the common stock of The Tirex Corporation.
5.2 Annual Salary. As payment for the services to be rendered by the
Executive as provided in Section 3, the Corporation agrees to pay to the
Executive an annual salary ("Salary"), beginning as of the Effective Date, at
the rate of one hundred fifty thousand United States dollars (US $150,000) per
annum payable in 26 equal bi-weekly installments subject to annual review and
increase, as the board of directors shall determine.
5.3 Compensation Shares in Lieu of Cash Payments. Notwithstanding the
requirements of Paragraph 5.2, above, the Executive and the Tirex Corporations
agree and acknowledge that:
5.3.1 From time to time, during the foreseeable future, the Tirex
Corporations may not have available the financial resources to pay to the
Executive, in cash, the full amount of the Salary; In such event, with the
consent of the Executive, the obligations of the Tirex Corporations with respect
to any unpaid amount of Salary will be satisfied by the issuance to the
Executive of shares of the common stock of Tirex America ("Compensation
Shares"), which Compensation Shares shall constitute compensation pursuant to
the terms of this Executive Agreement.
5.3.2 All Compensation Shares will be issued to and held by the Executive
pursuant to the terms of a stock restriction agreement, on terms mutually
agreeable to the parties.
5.3.3 All Compensation Shares will be issued to the Executive at a value
equal to fifty percent (50%) of the average of the high and low bid prices of
The Tirex Corporation's common stock, during the period when such Compensation
Shares were earned, as traded in the over-the-counter market and quoted in the
OTC Electronic Bulletin Board or such other public market in the United States
in which the common stock of Tirex America shall then be traded.
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5.3.4 From time to time, all or part of the Compensation Shares may be
registered by Tirex America under a Registration Statement on Form S-8,
including a Re-offer Prospectus, as and at such time as the board of directors
of Tirex America or the executive committee thereof shall determine.
5.4 Bonuses. the Executive shall be eligible to receive a discretionary
bonus for each year (or portion thereof) during the term of this Agreement and
any extensions thereof, with the actual amount of any such bonus to be
determined in the sole discretion of the Board of Directors based upon its
evaluation of the Executive's performance during such year. All such bonuses
shall be reviewed annually by the Compensation Committee, if any shall be in
existence.
5.5 Additional Benefits. During the term of this Agreement, the Executive
shall be entitled to the following fringe benefits:
(a) Executive Benefits. The Executive shall be eligible to participate
in such of the Corporation's benefits and deferred compensation
plans as are now generally available or later made generally
available to executive officers of , including, without limitation,
the Corporation's Stock Option Plan, profit sharing plans, annual
physical examinations, dental and medical plans, personal
catastrophe and disability insurance, financial planning, retirement
plans and supplementary executive retirement plans, if any. For
purposes of establishing the length of service under any benefit
plans or programs of the Corporation, the Executive's employment
with will be deemed to have commenced on the Effective Date.
(b) Vacation. The Executive shall be entitled to reasonable vacation
time during each year during the term of this Agreement and any
extensions thereof, in an amount to be determined by the mutual
agreement of the Executive and the boards of directors of the Tirex
Corporations.
(c) Car Allowance. The Executive shall receive a monthly car allowance
of five hundred Canadian dollars (CA $500).
5.6 Reimbursement for Expenses. During the term of this Agreement, the
Tirex Corporations shall reimburse the Executive for reasonable and properly
documented out-of-pocket business and/or entertainment expenses incurred by the
Executive in connection with his duties under this Agreement.
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6. Termination
6.1 Termination For Cause. Termination For Cause may be effected by the
Corporation in accordance with the procedures set forth in Paragraph 1.5 at any
time during the term of this Agreement and shall be effected by written
notification to the Executive in accordance with Paragraph 6.9, below. Upon the
effectiveness of a Termination For Cause, the Executive shall promptly be paid
all accrued salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension play or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
in which the Executive is a participant to the full extent of the Executive's
rights under such plans, accrued vacation pay and any appropriate business
expenses incurred by the Executive in connection with his duties hereunder, all
to the date of termination, but the Executive shall not be paid any other
compensation or reimbursement of any kind.
6.2 Termination Other Than For Cause. Notwithstanding anything else in
this Agreement, the Corporation may effect a Termination Other Than For Cause at
any time upon giving written notice to the Executive of such termination. Upon
the effectiveness of any Termination Other Than For Cause, the Executive shall
promptly be paid all accrued salary, bonus compensation to the extent earned,
vested deferred compensation (other than pension plan or profit sharing plan
benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of in which the Executive is a participant to the full
extent of the Executive's rights under such plans (including accelerated
vesting, if any, of awards granted to the Executive under the Corporation's
stock option plan), accrued vacation pay and any appropriate business expenses
incurred by the Executive in connection with his duties hereunder, all to the
date of termination, and all severance compensation as provided in Paragraph
6.1.
6.3 Termination For Good Reason. Notwithstanding anything else in this
Agreement, the Executive may effect a Termination for Good Reason at any time
upon giving written notice to the Corporation of such termination in accordance
with the provisions of Paragraph 6.9 hereof. Upon the effectiveness of any
Termination for Good Reason the Executive shall promptly be paid all accrued
salary, bonus compensation to the extent earned, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plan), any benefits under any plans of in which
the Executive is a participant to the full extent of the Executive's rights
under such plans (including accelerated vesting, if any, of awards granted to
the Executive under's stock option plan), accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, and all severance compensation
as provided in Paragraph 6.1.
6.4 Termination by Reason of Disability. If, during the term of this
Agreement, the Executive fails to perform his duties under this Agreement on
account of illness or physical or mental incapacity, and such illness or
incapacity continues for a period of more than twelve (12) consecutive months,
the Corporation shall have the right to terminate the Executive's employment
hereunder by written notification to the Executive and payment to the Executive
of all accrued
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salary, bonus compensation to the extent earned, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plan), any benefits under any plans of in which
the Executive is a participant to the full extent of the Executive's rights
under such plans, accrued vacation pay and any appropriate business expenses
incurred by the Executive in connection with his duties hereunder, all to the
date of termination, with the exception of medical and dental benefits which
shall continue through the expiration of this Agreement, but the Executive shall
not be paid any other compensation or reimbursement of any kind.
6.5 Death. In the event of the Executive's death during the term of this
Agreement, the Executive's employment shall be deemed to have terminated as of
the last day of the month during which his death occurs and the Corporation
shall promptly pay to his estate or such beneficiaries as the Executive may from
time to time designate all accrued salary, bonus compensation to the extent
earned, vested deferred compensation (other than pension plan or profit sharing
plan benefits which will be paid in accordance with the applicable plan), any
benefits under any plans of in which the Executive is a participant to the full
extent of the Executive's rights under such plans, accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with his
duties hereunder, all to the date of termination, but the Executive's estate
shall not be paid any other compensation or reimbursement of any kind.
6.6 Voluntary Termination. In the event of a Voluntary Termination, the
Corporation shall promptly pay all accrued salary, bonus compensation to the
extent earned, vested deferred compensation (other than pension plan or profit
sharing plan benefits which will be paid in accordance with the applicable
plan), any benefits under any plans of in which the Executive is a participant
to the full extent of the Executive's rights under such plans, accrued vacation
pay and any appropriate business expenses incurred by the Executive in
connection with his duties hereunder, all to the date of termination, but no
other compensation or reimbursement of any kind.
6.7 Termination Upon a Change in Control. In the event of a Termination
Upon the effectiveness of a Change in Control, the Executive shall immediately
be paid all accrued salary, bonus compensation to the extent earned, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), any benefits under
any plans of in which the Executive is a participant to the full extent of the
Executive's rights under such plans (including accelerated vesting, if any, of
any awards granted to the Executive under the Corporation's Stock Option Plan),
accrued vacation pay and any appropriate business expenses incurred by the
Executive in connection with his duties hereunder, all to the date of
termination, and all severance compensation as provided in Paragraph 6.1.
6.8 Constructive Termination. The Executive may give notice to the
Corporation that the Corporation has effected a Constructive Termination of the
Executive's employment by reason of the Corporation's material breach of this
Agreement, by written notification to the Corporation in accordance with
Paragraph 6.9, below. Upon the effectiveness of any Constructive
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Termination the Executive shall immediately be paid all accrued salary, bonus
compensation to the extent earned, vested deferred compensation (other than
pension plan or profit sharing plan benefits which will be paid in accordance
with the applicable plan), any benefits under any plans of in which the
Executive is a participant to the full extent of the Executive's rights under
such plans (including accelerated vesting, if any, of any awards granted to the
Executive under the Corporation's Stock Option Plan), accrued vacation pay and
any appropriate business expenses incurred by the Executive in connection with
her duties hereunder, all to the date of termination, and all severance
compensation provided in Paragraph 6.1.
6.9 Notice of Termination. Tirex Canada may effect a termination of this
Agreement pursuant to the provisions of this Section upon giving thirty (30)
days' written notice to the Executive of such termination. The Executive may
effect a termination of this Agreement pursuant to the provisions of this
Section upon giving thirty (30) days' written notice to Tirex Canada of such
termination.
7. Severance Compensation
7.1 Severance Compensation in the Event of: Termination Other Than for
Cause Pursuant to Paragraph 6.2; Termination for Good Reason Pursuant to
Paragraph 6.3; Termination Upon a Change in Control Pursuant to Paragraph 6.7;
or a Constructive Termination Pursuant to Paragraph 6.8. In the event that,
after the expiration of one-year from the Effective date of this Agreement, the
Executive's employment is terminated in a termination: Other Than for Cause
pursuant to Paragraph 6.2; for Good Reason pursuant to Paragraph 6.3; a Change
in Control pursuant to Paragraph 6.7; or a Constructive Termination pursuant to
Paragraph 6.8, the Executive shall be paid the following as severance
compensation:
7.1.1 For terminations which occur during the second year of the term of
this Agreement: fifty percent (50%) of the amount of the annual Salary (at the
rate payable at the time of such termination), for a period of twelve (12)
months from the date of such termination. The Executive shall also be entitled
to accelerated vesting of any awards granted to the Executive under any Stock
Option Plan, stock option agreement, or any other employee benefit plan or any
agreement entered into in connection therewith at the time of grant or award.
The Executive shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of in which the Executive is a participant to
the extent of fifty percent (50%) of the Executive's pre-termination rights
under such plans, including any perquisites provided under this Agreement,
though the twelve months following such termination, provided, however, that the
benefits under any such plans of in which the Executive is a participant,
including any such perquisites, shall cease upon re-employment by a new
employer. By way of additional severance compensation, Tirex Canada shall issue
to the Executive within five (5) business days of the date of termination, a
number of shares of the common stock of Tirex Canada equal to the number of
shares of such common stock, if any, which the Executive shall have forfeited
under the terms of any Stock Restriction Agreement.
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7.1.2 For terminations which occur during the third year of the term of
this Agreement: one hundred percent (100%) of the amount of the annual Salary
(at the rate payable at the time of such termination), for a period of twelve
(12) months from the date of such termination. The Executive shall also be
entitled to accelerated vesting of any awards granted to the Executive under any
Stock Option Plan, stock option agreement, or any other employee benefit plan or
any agreement entered into in connection therewith at the time of grant or
award. The Executive shall continue to accrue retirement benefits and shall
continue to enjoy any benefits under any plans of in which the Executive is a
participant to the full extent of the Executive's pre-termination rights under
such plans, including any perquisites provided under this Agreement, though the
twelve months following such termination, provided, however, that the benefits
under any such plans of in which the Executive is a participant, including any
such perquisites, shall cease upon re-employment by a new employer. By way of
additional severance compensation, Tirex Canada shall issue to the Executive
within five (5) business days of the date of termination, a number of shares of
the common stock of Tirex Canada equal to the number of shares of such common
stock, if any, which the Executive shall have forfeited under the terms of any
Stock Restriction Agreement.
7.1.3 For terminations which occur after the expiration of the first three
years of the initial term of this Agreement, including any extensions of such
term: two hundred percent (200%) of the amount of the annual Salary (at the rate
payable at the time of such termination), for a period of twelve (12) months
from the date of such termination. The Executive shall also be entitled to
accelerated vesting of any awards granted to the Executive under any Stock
Option Plan, stock option agreement, or any other employee benefit plan or any
agreement entered into in connection therewith at the time of grant or award.
The Executive shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of in which the Executive is a participant to
the full extent of the Executive's pre-termination rights under such plans,
including any perquisites provided under this Agreement, though the twelve
months following such termination, provided, however, that the benefits under
any such plans of in which the Executive is a participant, including any such
perquisites, shall cease upon re-employment by a new employer. By way of
additional severance compensation, Tirex Canada shall issue to the Executive
within five (5) business days of the date of termination, a number of shares of
the common stock of Tirex Canada equal to the number of shares of such common
stock, if any, which the Executive shall have forfeited under the terms of any
Stock Restriction Agreement.
7.1.4 Notwithstanding the provisions of Subparagraphs 7.1.1 and 7.1.2,
above, or Paragraph 7.2, below, if the basic cause of termination shall be a
Change in Control, as that term is defined in Paragraph 1.1, above: (i) the
Executive shall be paid, as severance compensation, two hundred percent (200%)
of the amount of the annual Salary (at the rate payable at the time of such
termination), for a period of twelve (12) months from the date of such
termination; and (ii) the Executive may in the Executive's sole discretion, by
delivery of a notice to Tirex America within thirty (30) days following a
Termination Upon a Change in Control, elect to receive from Compensation a lump
sum severance payment by bank cashier's check equal to the present value of the
flow of cash payments that would otherwise be paid to the Executive pursuant to
this Paragraph. In addition, Tirex America shall, on request of the
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Executive, immediately take steps to register any or all Compensation Shares or
other unregistered shares of the common stock of Tirex America then held by the
Executive, of issuable to him in accordance with the provisions of this Section
7, with the Securities and Exchange Commission under a Form S-8 registration
statement filed with the United States Securities and Exchange Commision and
effective under the United States Securities Act of 1933, as Amended, or such
other Form of registration statement as shall then be available to Tirex America
including without limitation Forms S-1 and SB-2.
7.1.5 In the event that the Executive shall be entitled to any cash
payments pursuant to this Section 7 and The Tirex Corporations shall not have
sufficient cash resources available therefor, the Executive shall be issued
shares of the Common Stock of Tirex America in lieu of such cash payments, in
whole or in part, as the parties hereto shall mutually agree.
7.2 No Severance Compensation Upon Other Termination. In the event of
Termination: (i) for any reason during the first year following the Effective
Date of this Agreement; (ii) For Cause pursuant to Paragraph 6.1; (iii)
termination by reason of the Executive's Disability or Death pursuant to
Paragraphs 6.4 or 6.5; or (iv) Voluntary Termination pursuant to Paragraph 6.6
hereof, neither the Executive nor his estate shall not be paid any severance
compensation.
8. Payment Obligations
Tirex Canada's obligation to pay the Executive the compensation and to
make the arrangements provided herein shall be unconditional, and the Executive
shall have no obligation whatsoever to mitigate damages hereunder. If litigation
after a Change in Control shall be brought to enforce or interpret any provision
contained herein, Tirex Canada, to the extent permitted by applicable law and
Tirex Canada's Articles of Incorporation and Bylaws, hereby indemnifies the
Executive for the Executive's reasonable attorneys' fees and disbursements
incurred in such litigation.
9. Confidentiality
The Executive agrees that all confidential and proprietary information
relating to the business of Tirex Canada shall be kept and treated as
confidential both during and after the term of this Agreement, except as may be
permitted in writing by Tirex Canada's Board of Directors or as such information
is within the public domain or comes within the public domain without any breach
of this Agreement.
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10. Withholdings
All compensation and benefits to the Executive hereunder shall be reduced
by all federal, state, local and other withholdings and similar taxes and
payments required by applicable law.
11. Indemnification
In addition to any rights to indemnification to which the Executive is
entitled to under Tirex Canada's Articles of Incorporation and Bylaws, Tirex
Canada shall indemnify the Executive at all times during and after the term of
this Agreement to the maximum extent permitted under Delaware Business
Corporation Law or any successor provision thereof and any other applicable
state law, and shall pay the Executive's expenses in defending any civil or
criminal action, suit, or proceeding in advance of the final disposition of such
action, suit or proceeding, to the maximum extent permitted under such
applicable state laws.
12. Notices
Any notices permitted or required under this Agreement shall be delivered
by hand, certified mail, or recognized overnight courier, in all cases with
written proof of receipt required, addressed to the parties as set forth below
and shall be deemed given upon receipt to Tirex Canada at:
The Tirex Corporation
000 Xx. Xxxxxxx Xxxxx, 000
Xxxxxxxx, Xxxxxx X0X 0X0
addressed to the Executive at:
Xxxx Xxxxxxxxx
0000 Xx Xxxxxx Xxxxx
Xxxx Xx.Xxxxxxxx
Xxxxxx, Xxxxxx
X0X 0X0
Telephone: (000) 000-0000
or at any other address as any party may, from time to time, designate by notice
given in compliance with this Paragraph.
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13. Law Governing
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.
14. General
14.1 Titles and Captions. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.
14.2 Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
14.3 Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
14.4 Attorney Fees. In the event an arbitration, suit or action is brought
by any party under this Agreement to enforce any of its terms, or in any appeal
therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
14.5 Computation of Time. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be included, unless it is a Saturday, Sunday, or a
legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday, Sunday, or legal holiday, in which event the period
shall run until the end of the next day thereafter which is not a Saturday,
Sunday, or legal holiday.
14.6 Pronouns and Plurals. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular, or plural as
the identity of the person or persons may require.
14.7 Presumption. This Agreement or any section thereof shall not be
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
14.8 Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
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14.9 Parties in Interest. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
14.10 Savings Clause. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
THE TIREX CORPORATION CANADA INC.
By /s/ Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX,
Chairman of the Board
THE TIREX CORPORATION
By /s/ Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX, President
/s/ Xxxx Xxxxxxxxx
------------------------------------
XXXX XXXXXXXXX
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