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EXHIBIT 10-M
THIS EMPLOYMENT AGREEMENT entered into as of the 1st day of November
A.D. 1993.
BETWEEN:
VERITAS ENERGY SERVICES INC., a body corporate,
having an office at the City of Calgary, in the
Province of Alberta,
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXXXXXX X. XXXXXXXX ("Xxxxxxxx")
OF THE SECOND PART
WHEREAS the Company is engaged in the business of the acquisition and
processing of seismic data and other activities related to the oil and gas
industry and is desirous of engaging the services of Xxxxxxxx in the capacity
of Executive Vice-President;
AND WHEREAS the Company and Xxxxxxxx have agreed to the compensation,
terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants hereinafter contained, the parties hereto covenant and agree
as follows, namely:
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1. The Company agrees to retain the services of Xxxxxxxx and Xxxxxxxx
hereby agrees to provide managerial services to the Company for a period of
twenty-four (24) months, commencing on the 1st day of November, A.D. 1993 and
continuing until the 31st day of October, A.D. 1995, at which time this
Agreement shall be automatically renewed for successive one (1) year periods on
the anniversary date of the Agreement unless terminated by either party hereto
on written notice to the other, such notice to be delivered at least thirty
(30) days prior to the expiry of the initial twenty-four (24) month period or
any renewal thereof.
In the event that the Company gives notice of non-renewal, or of
termination, other than for just cause under Clause 5 hereof, Xxxxxxxx shall be
entitled to receive from the Company within thirty (30) days an amount equal to
24 months compensation at the rate set out in Clause 3(a)(i) or any amendment
thereto.
2. Xxxxxxxx shall provide his managerial expertise to the Company which
shall include but not be limited to duties including public relations,
marketing, operations, and such other related duties and shall further devote
his efforts, time, attention and ability to the business and affairs of the
Company on a full time and exclusive basis. Xxxxxxxx shall not have any
business interest which is in direct competition with any business of the
Company. If, in the reasonable opinion of the Company, Xxxxxxxx does acquire
or becomes a competitor of any business of the Company, Xxxxxxxx agrees to
immediately take such steps as may be necessary to divest himself of such
interest within (30) days of receipt of notice from the Company to that effect.
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3. (a) The compensation package paid to Xxxxxxxx for its services
shall be as follows, namely:
(i) a monthly fee of Twelve Thousand Five Hundred ($12,500.00)
DOLLARS payable in two equal installments of Six Thousand Two Hundred and Fifty
($6,250.00) Dollars such payments being due and payable on the 15th and last day
of each month, commencing on November 15, 1993.
(ii) such further and additional payments to Xxxxxxxx by way of
bonuses, or other remuneration as from time to time determined by the Board of
Directors of the Company. Any such payments will be based on increased earnings
and cash flow per share achieved by Xxxxxxxx, and such other financial and
non-financial targets as the Board of Directors set from year to year.
4. Xxxxxxxx shall be reimbursed by the Company for all expenses actually
and properly incurred by him in connection with his duties hereunder and for
all such expenses he shall furnish statements and voucher to the Company.
Xxxxxxxx shall also have a vehicle for use in performing his duties hereunder
and the Company shall from time to time compensate him for expenses associated
with the said vehicle in a manner determined by the Board of Directors of the
Company.
5. The parties hereto each agree that this Contract may be terminated by
the Company for just cause immediately upon the giving of written notice by the
Company to Xxxxxxxx specifying the effective date of termination and as well
specifying the event or events which constitute the "just cause" for
terminating this contract.
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6. In consideration of the fees payable to Xxxxxxxx hereunder, he agrees
that he shall not at any time during the term of this Agreement or thereafter
divulge to any person, firm or corporation the names of any or all of the
clients or customers of the Company nor shall he divulge to any person, firm or
corporation any special knowledge, methods or confidential information obtained
by him during the term of this Agreement.
7. Any notice to be given pursuant to this Agreement shall be sufficiently
given if serve personally, or by facsimile transmission, or mailed, prepaid
and registered, addressed to the proper party as follows:
VERITAS ENERGY SERVICES INC.
0xx Xxxxx - 000 Xxxxx Xxxxxx X.X.
XXXXXXX, Xxxxxxx
XXXXXXXX X. XXXXXXXX
000 Xxxxxxxxx Xxxxxx X.X.
XXXXXXX, Xxxxxxx
The above addresses may be exchanged at any time hereafter by giving thirty
(30) days written notice as hereinbefore provided. The date of the receipt of
any such notice shall be deemed conclusively to be the date of delivery if such
notice is served personally or by facsimile transmission or if mailed, three
(3) days after such mailing. In the event of a known interruption of postal
service, service of notice shall be by delivery only.
8. This Agreement shall be governed by and construed under the laws of the
Province of Alberta.
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9. This Agreement shall enure to the benefit of and be binding upon the
Company and its successors and assigns.
10. The parties agree that they have expressed herein their understanding
and agreement covering the subject matter of this Agreement. It is expressly
agreed that no implied covenant, condition, term or reservation shall be read
into this Agreement relating to or concerning the subject matter hereof.
IN WITNESS WHEREOF the parties hereto have hereunto executed this
Agreement, all as of the day, month and year first above written.
VERITAS ENERGY SERVICES INC.
Per: /S/ X. X. XXXXXX
____________________
XXXXXXXX X. XXXXXXXX
Per: /S/ XXXXXXXX X. XXXXXXXX
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