Exhibit 10.06
EMPLOYMENT AGREEMENT
THIS AGREEMENT MADE as of the 02nd of January in the year 2001.
BETWEEN:
CANADIAN ROCKPORT HOMES LTD., a wholly owned subsidiary of Canadian
Rockport Housing International Inc., having an office at
#000 - 000 Xxxx Xxxxxx Xxxxxx in the City of Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
[hereinafter referred to as "Rockport"]
OF THE FIRST PART
AND:
XX. XXXXXXX X. XXXXXX, CHAIRMAN AND C.E.O. OF ROCKPORT, having an office at
#000-000 X Xxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0
[hereinafter " Xxxxxx"]
OF THE SECOND PART
WHERAS:
X. Xxxxxx has experience and expertise in the public finance industry
as well as in managing public companies and has many contacts in these sectors;
B. Rockport has requested that Xxxxxx arrange financing for its general
corporate purposes and Xxxxxx has agreed that he will use his best efforts to
arrange financing for Rockport, and to act in the capacity as C.E.O. of
Rockport.
WITNESSETH that in consideration of the mutual covenants and agreements
hereinafter set forth and the sum of TEN ($10.00) DOLLARS paid by each party to
the other party (the receipt and sufficiency of which is hereby acknowledged),
it is agreed by and between the parties hereto as follows:
ENGAGEMENT OF XX. XXXXXXX X. XXXXXX
1. Rockport hereby engages the services of Xxxxxx to assist the
Rockport relating to public financing including:
a. Assist in discussions of corporate strategies strategic partnerships
and alliances.
b. Assist in stock market awareness and strategies in the trading and
securities.
c. Assist, when requested, in locating and arranging for investor to
participate in Rockport's current status, future offerings and/or financial
requirements as needed by the company.
d. Assist in introducing key people to the overall plans of the
company.
e. Act in the capacity of C.E.O. of Rockport Company
COMPENSATION
2. In consideration for the consulting services of Xxxxxx, Rockport
shall:
a. Rockport shall pay to Xxxxxx the sum of FIVE THOUSAND DOLLARS USD
($5,000.00) per month payable in the first of each month.
b. When the company's plan for the distribution of incentive stock
options are developed enter in Stock Option agreement with Xxxxxx wherein Xxxxxx
has the irrevocable right and option to purchase up to a total of (100,000)
SHARES in capital stock of the company at a price of ($2.00 USD) per share,
exercisable up to and including the close of business on the 1st day of January
2002 subject to approvals by the Board of Directors, regulatory authorities and
Rockport shareholders, as required.
c. Rockport shall reimburse Xxxxxx for all reasonable promotion,
entertainment and travel expenses, such expenses to be approved in advance by
Rockport. All expenses to be duly evidenced by written vouchers where
procurable. Any expenses incurred without prior approval shall be the
responsibility of Xxxxxx.
DURATION AND RENEWAL AND TERMINATION
3. The parties hereto agree that this Agreement will be effective for a
period of one (1) year commencing on the date first written above. By agreement
of the parties hereto evidenced in writing, this Agreement may be renewed for an
unlimited number of additional one-year terms.
TERMINATION
4. The parties understand and agree that employment pursuant to this
agreement may be terminated in the following manner in the specified
circumstances:
a. by Xxxxxx at any time, for any reason, on the giving of thirty (30)
days' written notice to Rockport, Rockport may waive notice, in whole or in part
and if it does so, Xxxxxx'x entitlement to remuneration and benefits pursuant to
this agreement will cease on the date it waives such notice.
b. by Rockport, in its absolute discretion, without any notice or pay
in lieu thereof, for cause. For the purposes of this agreement, cause includes
but is not limited the following:
i. any material breach of the provisions of this agreement;
ii. any conduct of Xxxxxx which as judged in the sole discretion of
Rockport, tends to bring himself or Rockport into disrepute;
iii. the commission of an act of bankruptcy by Xxxxxx or compounding
with his creditors generally;
iv. conviction of Xxxxxx of a criminal offence punishable by
indictment, where such cause is not prohibited by law;
v. any and all omissions, commissions or there conduct which would
constitute cause a law, in addition to the specified causes;
Failure by Rockport to rely on the provision of this paragraph in any given
instance of instances, shall not constitute a precedent or be deemed a waiver.
c. by Rockport in its absolute discretion and for any reason on giving
Xxxxxx Ninety day's advance notice in writing or on paying to Xxxxxx the
equivalent termination pay in lieu of notice. The payments contemplated in the
paragraph include all entitlement to either notice or pay in lieu of notice. No
severance shall be payable in any event. Xxxxxx agrees to accept the notice or
pay in lieu of notice as set out in this paragraph in full and final settlement
of all amounts owing to him or her by Rockport on termination, including any
payment in lieu of notice of termination, entitlement of Xxxxxx under any
applicable statute and any rights which Xxxxxx may have a common law, and Xxxxxx
hereby waives and claim to any other payment or benefits from Rockport.
The parties understand and agree that the giving of notice or the payment
of pay in lieu of notice by Rockport to Xxxxxx on termination of Xxxxxx
employment shall not prevent Rockport from alleging cause for the termination.
On termination of employment Xxxxxx shall immediately resign all offices
held (including directorships) in the company and save as provided in this
agreement, Xxxxxx shall not be entitled to receive any severance payment or
compensation for loss of office or otherwise by reason of the resignation. If
Xxxxxx fails to resign as mentioned Rockport is irrevocably authorized to
appoint some person in his or her name and on Xxxxxx'x behalf to sign any
documents or do any things necessary or requisite to give effect to it.
VACATION
5. Xxxxxx shall be entitled to four (4) weeks vacation with pay during
each full year of employment and to a pro-rated portion should this
agreement terminate for any reason or cause before the completion of the
year. The time for vacation is to be fixed by Rockport or mutually agreed.
6. Xxxxxx, throughout the term of this agreement, shall devote their
full time and attention to the business and affairs of Rockport and shall not,
without the consent in writing of Rockport be employed or otherwise engaged in
any capacity in any other business, consultation or undertake any other
occupation or become a director, officer, employee or agent of any other
company, firm or individual.
Xxxxxx shall well and faithfully serve Rockport and use their best efforts
to promote the interests thereof and shall not disclose the private affairs or
trade secrets of Rockport to any person other that the Directors of Rockport or
for any purposes other that those of Rockport
XXX-XXXXXXXXXX
0. The parties agree as follows:
a. The parties agree that all information, financial or otherwise,
provide to Xxxxxx shall be and remain the property of Rockport (hereinafter
referred to as the "Confidential Information)
b. Except as required for the purposes of this agreement. Xxxxxx,
shall hold and maintain the confidential Information in strictest confidence and
the trust for the sole and exclusive benefit of Rockport.
x. Xxxxxx, shall not use for his own benefit, publish or otherwise
disclose to others, or permit the use by others for their benefit or to the
detriment of Rockport, any of the confidential Information.
x. Xxxxxx, shall carefully restrict access to the Confidential
Information to those who clearly need such access in order to participate in the
analysis and negotiation of a business relationship or any contract or
agreement, or the advisability thereof, with the source of financing.
e. This non-disclosure portion of this agreement shall continue in full
force and effect past the termination of this agreement unless Xxxxxx can
demonstrate that the Confidential Information which Xxxxxx seeds to disclose as
in the public domain on the date of the Agreement.
x. Xxxxxx, understands and acknowledges that any disclosure or
misappropriation of any of the Confidential Information in violation of the
Agreement may cause Rockport irreparable harm, the amount of which may be
difficult to ascertain and, therefore, agrees that Rockport shall have the right
to apply to a court of competent jurisdiction for an order restraining any such
further disclosure or misappropriation and for such other relief as Rockport
shall deem appropriate. Such right of Rockport is to be in addition to the
remedies otherwise available to Rockport at law or in equity.
x. Xxxxxx, shall return to Rockport any and records, notes and other
written, printed, or tangible materials pertaining to the Confidential
Information immediately on the written request of Rockport.
h. This agreement and Xxxxxx'x obligations thereunder shall be binding
and the representatives, assigns, and successors of Xxxxxx and shall ensure to
the benefit of the assigns and successors of Rockport.
NON-COMPETITION
8. Xxxxxx agrees with and for the benefit of Rockport that for a period
of one (1) year from the date of termination of Xxxxxx employment, however
caused, Xxxxxx will not for any reason, directly or indirectly, either as an
individual or as a partner or joint venturer or as an employee, principal,
consultant, agent, shareholder, officer, director, or salesperson for any
person, firm, association, organization, syndicate, company or corporation, or
in any other manner:
a. carry on, be engaged in, concerned with, interested in, advise, lend
money to, guarantee the debts or obligations of, permit his or her name or any
part of it to be used or employed by any person, business, firm, association,
syndicate, company, organization or corporation concerned with or engaged or
interested in a business which is the same as, or competitive with, the business
of Rockport, or
b. solicit or accept business with respect to products competitive with
those of Rockport from any Rockport's contacts, where situate: provided that
Xxxxxx shall be entitled, for investment purposes, to purchase and trade shares
of a public company which are listed and posted for trading on a recognized
stock exchange and the business of which public company may be in competition
with the business of Xxxxxx provided the Xxxxxx shall not directly or
indirectly, own more the 10 percent of the issued share capital of the public
company, or participate in its management or operation or in any advisor
capacity.
Xxxxxx further agrees that, during employment pursuant to this agreement
and for a period of one (1) year following termination of employment, however
caused, Xxxxxx will not hire or take away or cause to be hired or taken away any
employee of Rockport or, following termination of the Xxxxxx'x employment, any
employee who was in the employ of Rockport during the one (1) year preceding
termination.
GOVERNING LAW
10 his agreement shall be governed by and construed in accordance with
the law of the Province of British Columbia, which shall be deemed the proper
law thereof.
FURTHER ASSURANCES
11. Each of the Xxxxxx and Rockport agree to execute such further and
other documents and do such further and other things as may be necessary to
implement and carry out the intent of this Agreement.
CURRENCY
12. Unless otherwise stated, all dollar amounts stated herein are in
CDN currency.
PARTIES IN INTEREST
13. This Agreement and all of its terms and provision shall be binding
on and enure to the benefit and be enforceable by the parties hereto and their
respective heirs, executors, administrators, successors and assigns
TIME OF ESSENCE
14. Time shall be of the essence of this Agreement.
NOTICES
15. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
hand or mailed by registered mail postage prepaid, addressed to the party
concerned at the following addresses:
To Xxxxxx: Xx. X. X. Xxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
To Rockport Canadian Rockport Homes Ltd.
000 - 000 Xxxx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
Or at such other addresses as may from time to time be notified in writing by
any of the foregoing parties. Any such notice, request, demand and other
communication shall be deemed to have been received, if delivered by hand on the
day delivered, and if mailed, seven days after the posting as aforesaid at any
postal station in British Columbia.
ENTIRE AGREEMENT
16. The terms and provision herein contained constitute the entire
agreement between the parties and shall supersede all pervious communication,
representations or agreements whether verbal or written between the parties
hereto with respect to the subject matter hereof.
COUNTERPARTS
17. This Agreement may be executed in any number of counterparts each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
HEADINGS
18. The headings in the paragraphs of this Agreement are inserted of
convenience only and shall not constitute a part hereof.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as
of the day and year first above written.
SIGNED, SEALED and DELIVERED BY )
XX. XXXXXXX X. XXXXXX
in the presence of: )
)
/s/ Xxxxx Xxxxxxx )
--------------------
Signature: ) /S/ XXXXXXX XXXXXX
--------------------
Xxxxx Xxxxxxx ) Secretary
--------------- )
Name: ) XX. XXXXXXX X. XXXXXX
11725-84 )
----------------------------------)
Address: )
Xxxxx Xxxxx, X.X. X0X 0x0 )
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IN WITNESS WHEREOF this Agreement has been executed by the parties hereto
as of the day and year first above written.
SIGNED, SEALED and DELIVERED BY )
CANADIAN ROCKPORT HOMES LTD )
in the presence of: )
)
/s/ Xxxxx Xxxxxxx ) Canadian Rockport Homes Ltd. By its
------------------- -----------------------------------------
Signature: ) authorized signatory:
Xxxxx Xxxxxxx )
--------------- )
Name: ) /s/ Xxxxxx Xxxx
-----------------------------------
11725-84 ) Name: XXXXXX XXXX
Address: ) Title: Xxxxxxxxx
Xxxxx Xxxxx, X.X. X0X 0x0 )
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