EXHIBIT 10.13
SETTLEMENT AGREEMENT
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THIS AGREEMENT is made as of the 9th day of May, 2003
BETWEEN:
XXXX XXXXXXX,
(hereinafter referred to as the "Employee")
AND:
WORKSTREAM INC.,
a corporation incorporated under the laws of Canada
(hereinafter referred to as "Workstream")
WHEREAS:
A. The Employee and the Employer entered into an Employment Agreement dated as
of the 1st day of October, 2001 (the "Employment Agreement").
B. It is the desire of both parties that the Employment Agreement be
terminated;
C. It is the desire of both parties to settle any and all outstanding matters
arising from the Employee's employment with the Employer;
NOW THEREFORE in consideration of the premises and the mutual covenants herein
and other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged by each of the parties, the parties hereto covenant and
agree as follows:
1. TERMINATION OF EMPLOYMENT AGREEMENT
The Employment Agreement is hereby terminated and the Employee resigns
effective June 5, 2003.
2. EARNOUT
2.1 The Employer shall pay to the Employee (collectively referred to as
the "Earnout"):
i. the sum of his salary, less appropriate deductions from May
9, 2003 to August 29, 2003; and
ii. all health benefits that the Employer currently provides to
the Employee, until August 31, 2003.
iii. The above conditions (i) and (ii) are contingent upon the
Employee remaining with the Company and helping the new CFO
during a transition period from May 9, 2003 to June 5, 2003
. Should the Employee not co-operate during the transition
period, then this agreement is void and the Employee will
only be paid his salary and benefits for the days he has
worked after the 9th of May, 2003 and his resignation date
will become effective the last day he worked.
2.2 It is agreed by the parties that the Employee will indicate his
acceptance of these terms by signing this Agreement and the duly
executed Release in the form attached hereto as Schedule "A".
3. RESIGNATION OF TITLES
The Employee hereby resigns as Chief Financial Officer and Officer of the
Employer immediately.
4. ASSIGNMENT OF RIGHTS
The rights and obligations that accrue to the Employer under this Agreement
shall pass to its successors or assigns. The rights of the Employee under
this Agreement are not assignable or transferable in any manner.
5. CURRENCY
All dollar amounts referred to in this Agreement are in United States
funds.
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6. AMENDMENT OF AGREEMENT
This Agreement may be altered or amended at any time by the mutual consent
in writing of the parties hereto.
7. TIME OF ESSENCE
Time shall be of the essence hereof.
8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of Canada and the Province of Ontario applicable therein.
9. HEADINGS
The headings appearing throughout this Agreement are inserted for
convenience only and form no part of the Agreement.
10. SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or enforceability of any other provision hereof and
any such invalid or unenforceable provision will be deemed to be severable.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and
supersedes all prior and contemporaneous agreements, understandings and
discussions, whether oral or written, and there are no other warranties,
agreements or representations between the parties except as expressly set
forth herein.
12. AGREEMENT BINDING
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective personal representatives, executors,
administrators, successors and assigns.
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13. COUNTERPARTS
This Agreement may be executed by the parties in separate counterparts,
including by facsimile, each of which when so executed and delivered shall
be an original, but all such counterparts shall together constitute one and
the same instrument.
14. INDEPENDENT LEGAL ADVICE
The Employee acknowledges that he has read and understands the Agreement
and acknowledges that he has had the opportunity to obtain independent
legal advice regarding the terms of the Agreement and their legal
consequences.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the date first set forth above.
SIGNED, SEALED & DELIVERED
/s/ Xxxxx Xxxxxxxx /s/ Xxxx Xxxxxxx
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Witness XXXX XXXXXXX
WORKSTREAM INC.
Per: /s/ Xxxxxxx Xxxxxxxxx
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Title: Chief Executive Officer
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SCHEDULE "A"
RELEASE
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