Exhibit 3.28
February 12,1997
Xxxx Xxxxx
c/o Internet Liquidators International Inc.
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Dear Xxxx:
Re: Sa1ary Protection
In consideration of your agreeing to execute non-competition agreements, one
with Internet Liquidators International Inc. ("ILII") and Toronto Star Newspaper
Limited and one with ILII and America Online, Inc, both for a period of 24
months following termination of your employment as a condition to their
investments in ILII, and in consideration of your agreement to waive and release
ILII from the performance bonus and option provisions as set out in the January
1, 1996 employment letter with you. ILII agrees that in the event your
employment is terminated by ILII for any reason other than death, disability or
cause (cause to be defined as gross negligence or willful misconduct or illegal
activity) and you are not released from the non-competition provisions contained
in the said Agreements, ILII will provide you with income continuation for a
period of 24 months following termination of your employment at the same level
enjoyed by you in the 12 months prior to your termination, inclusive of bonuses,
but exclusive of stock options, but including the continuation of your employee
benefits and car allowance (but not long term disability).
For your part and as a conditions to ILII's obligation to you above, you agree;
1. At the time of termination, you will execute a full and final
release in a form and content satisfactory to ILII and yourself, on
behalf of yourself and your heirs and executors in favour of ILII,
its officers, directors, employees and agents from any and all
actions, causes of actions, representations, warranties, or demands
for any loss or damage whatsoever in relation to your employment
with ILII, termination of such employment or all related matters
(including any legal breach by ILII, its officers, directors or
employees under the provisions of any statutes or otherwise).
2. You agree not to make any claim or take proceedings against any
person or corporation who might claim contribution or indemnity from
ILII under the provisions of any statute or otherwise, with respect
to any matter arising up to the time of termination (subject to the
exclusion noted above in subparagraph 1).
3. You agree to indemnify, defend and save ILII harmless from all
claims, actions, causes of actions or demands under the Income Tax
Act in respect of withholding tax, income tax, interest or penalties
relating to your employment or the termination thereof.
4. You agree that ILII's obligation to continue all or any portion of
your income shall terminate on the breach by you of your non-
competition agreements.
5. Finally, you agree that in the event that you are able to secure
employment at a comparable income level at any time within the two
year period, ILII's obligation under this letter shall immediately
cease and you agree that you will advise ILII properly upon the
commencement of any such employment.
This letter supersedes any like conditions contained in the January 1996
employment letter with you. Please signify you agreement to the forgoing by
signing and returning the enclosed duplicate copy of this letter.
Yours truly,
Internet Liquidators International Inc.
By:
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Duly Authorized Officer
By:
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Duly Authorized Officer
I acknowledge and agree to the foregoing this _____ day of February. 1997.
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Xxxx Xxxxx
