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EXHIBIT 10.7
EMPLOYMENT AGREEMENT (Private)
BETWEEN: LILT CANADA INC., a corporation duly incorporated under the laws of
Canada, having its principal place of business at 0000 Xxxx Xxxxxx,
Xxxxxx, province of Xxxxxx, Xxxxxx, X0X 0X0, represented herein by Dr.
S. Xxxx Xxxxxx, its President duly authorized; (hereinafter referred
to as the "Corporation");
AND: Xx. Xxxx X. Xxxxxxx, domiciled and residing at 0000 Xxxxxx Xxxxxx in
the city of Montreal; province of Quebec, Canada; H4A 2V2 (hereinafter
referred to as the "Vice President and Chief Technical Officer');
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PREAMBLE
THE PARTIES, UPON ENTERING INTO THE PRESENT AGREEMENT, DECLARE THE FOLLOWING:
WHEREAS the Corporation wishes to hire a Vice-President and Chief Technical
Officer for its Research & Development Department;
WHEREAS the Vice-President and Chief Technical Officer possesses the necessary
qualifications and experience and wishes to provide the Corporation with the
benefit of such experience;
WHEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. OBJECT
Subject to the terms, conditions and provisions hereunder, the Corporation
retains the services of the Vice President and Chief Technical Office who
accepts to work for the latter.
Subject to Section 6, the present agreement shall be for a period of
three (3) years and will become effective on the first (1st) of January 1999.
2. CONSIDERATION
In consideration for the services which the Vice President and Chief
Technical Officer will render to the Corporation according to the provisions
stipulated in the present agreement, the Corporation agrees to pay said Vice
President and Chief Technical Officer the following remuneration:
2.1 SALARY
A salary of one hundred and twenty-five thousand Canadian dollars
(Can$125,000), payable on a monthly basis, in the form of twelve equal and
consecutive payments of Can$10,416.67, less the salary deductions prescribed by
the applicable laws and regulations.
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2.2 SHARE OPTIONS
As an incentive to the Vice President and Chief Technical Officer to remain
in the service of the Corporation, the Corporation grants to the Vice President
and Chief Technical Officer, an option to acquire up to a maximum of two hundred
thousand (200,000) common shares of the capital stock of the Corporation at a
sale price of one US dollar (US$1.00) per share provided that:
2.2.1 no termination measures have been taken by the Corporation
against the Vice-President and Chief Technical Officer;
2.2.2 the Vice President and Chief Technical Officer has not taken any
resignation measures as an employee.
Such options cannot be assigned or transferred. Upon the death of the Vice
President and Chief Technical Officer, such options will be considered null and
void. Any outstanding option will automatically expire without compensation at
the end of the Vice President and Chief Technical Officer's employment with the
Corporation.
2.3 VACATION
The Vice President and Chief Technical Officer has a right to paid
vacations of three weeks per year and he covenants to take such vacation during
the period of the year when it is least disturbing for the Corporation.
3. OBLIGATIONS OF THE VICE PRESIDENT AND CHIEF TECHNICAL OFFICER
3.1 CONFIDENTIALITY
The Vice President and Chief Technical Officer acknowledges that as a
result of his employment, he will be in a position to obtain confidential
information which is highly important to the Corporation. Such confidential
information includes, but is not limited to, all present and future technical
knowledge, unpatented or unpatentable inventions, manufacturing and trade
secrets, processes, manufacturing procedures, methods, discoveries, concepts,
formulas, techniques, systems, data, results, drawings, algorithms, models,
prototypes, products developed by and for the Corporation in whatever form,
codes, ideas, designs, integrated circuit topographies, trademarks, copyrights,
business information relating to the Corporation's inventions or products,
researches and developments, strategies and methods which are not standard
industry practices, proposals, industrial skills, operating and testing
procedures, production processes, finances, customers, marketing, and future
business plans (hereinafter referred to as the "Confidential Information").
The Vice President and Chief Technical Officer agrees that he will maintain
in confidence and will not disclose or make use other than for the benefit of
the Corporation, at any time during or after the term of his employment with the
Corporation, without the prior written consent of the Corporation, any
Confidential Information whether or not the Confidential Information is in
writing or in any other form.
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Upon termination of his employment or upon request by the Corporation, the
Vice President and Chief Technical Officer will deliver to the Corporation any
and all written and tangible material in the Vice President and Chief Technical
Officer's possession incorporating the Confidential Information or otherwise
relating to the Corporation's business.
This obligation with respect to the Confidential Information extends to
information belonging to the customers and suppliers of the Corporation, or
persons or entities who license Confidential Information or technology rights
from or to the Corporation, and who may have disclosed such information to the
Vice President and Chief Technical Officer.
3.2 PLEDGE OF NON-COMPETITION
The Vice President and Chief Technical Officer undertakes, throughout the
employment period and for a period of three (3) years thereafter for any reason
whatsoever, not to either directly or indirectly, as principal, agent, employee,
consultant or investor, either work, invest or render any services to any
individual, partnership, company, government agency or others, who are or could
be competing either directly or indirectly with the Corporation.
3.3 NON-SOLICITATION
Throughout the employment period and for a period of two (2) years
thereafter, the Vice President and Chief Technical Officer agrees that, directly
or indirectly, he will not solicit customers or suppliers of the Corporation or
try to profit from the contacts established by the Corporation, nor will he
encourage any person employed by the Corporation to leave the Corporation or
employ or solicit for employment any person who is, at the time of employment or
solicitation, employed by the Corporation.
3.4 VIOLATION OF UNDERTAKINGS
The Vice President and Chief Technical Officer acknowledges that any
violation of the provisions of Sections 3.2, 3.3 and 3.4 may cause irreparable
harm to the Corporation and that damages are not an adequate remedy. Therefore,
the Vice President and Chief Technical Officer agrees that the Corporation shall
be entitled, in addition to all other rights provided by law or by this
agreement, to obtain an injunction to prevent the Vice President and Chief
Technical Officer or a person acting on his behalf, from violating these
provisions. The Vice President and Chief Technical Officer hereby agrees that
all restrictions contained in Sections 3.2, 3.3 and 3.4 are reasonable and will
not prevent the Vice President and Chief Technical Officer from earning his
living.
3.5 ASSIGNMENT
The Vice President and Chief Technical Officer hereby assigns to the
Corporation, and confirms that the Vice President and Chief Technical Officer
has assigned all of his rights, title and interest throughout the world in and
to any invention, copyright, design, integrated circuit topography, discovery,
improvement to any of the Corporation's products and any other intellectual
property rights developed by the Vice President and Chief Technical Officer
during the course of his employment with the Corporation and for a period of six
(6) months thereafter. The Vice President and Chief Technical Officer hereby
waives his moral rights in all work created by the Vice President and Chief
Technical Officer during the course of his employment with the Corporation.
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Upon request by the Corporation, the Vice president and Chief Technical
Officer shall execute and deliver such additional or further documents,
assignments, concepts and other instrument as the Corporation may reasonably
request for the purpose of effectively carrying out this agreement including
without limitation, any instruments deemed necessary by the Corporation to
register any intellectual property rights in the Corporation's name or to
protect or to defend its rights on such intellectual property.
4. FORCE MAJEURE
None of the parties to the present agreement shall be considered in default
in the execution of the obligations herein imposed upon them, as long as such
execution is delayed, withheld or retained due to force majeure. Force majeure
shall include all acts not under the control of the parties to the present
agreement, which they could not reasonably foresee and against which they could
not defend themselves.
5. GENERAL PROVISIONS
5.1 ARBITRATION
In the event any dispute arises from this agreement, it is agreed between
the parties that such a dispute will have to be submitted to arbitration,
excluding recourse to the courts of law and according to the provisions of
Articles 940 and the following of the Code of Civil Procedure of the province of
Quebec.
5.2 NOTICE
Any notice required to be given by either of the parties relating to this
agreement must be in writing and delivered in person or by registered mail with
acknowledgment of receipt at the address indicated in the present agreement,
5.3 NULLITY OF A PROVISION
In the event of the illegality or nullity of a section, paragraph or a
provision, it shall not affect in any way the legality or validity of the other
provisions, paragraphs or sections, nor the rest of the agreement.
5.4 JURISDICTION
The present agreement will be subject to the laws in the province of
Quebec, and the parties further agree, for any legal proceedings for any reason
whatsoever relating to this agreement, to elect domicile in the city and
district of Montreal, province of Quebec, Canada.
5.5 MODIFICATION OF THE AGREEMENT
The present agreement may from time to time be modified, in whole or in
part, upon written approval by the parties hereto.
5.6 WAIVER OF RIGHTS
Unless otherwise provided in this agreement, silence on the part of one
party or its negligence or tardiness in exercising a right or a recourse that
has been granted or made available to such party by this agreement shall never
be interpreted against or held against such party as a waiver of its rights and
recourses.
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6. TERMINATION OF AGREEMENT
6.1 WITHOUT NOTICE BY THE CORPORATION
The present agreement shall be terminated, without need of notice or any
other formality, and the Vice President and Chief Technical Officer shall
receive no other compensation than that provided by law in any of the following
events:
6.1.1 the bankruptcy of the Corporation;
6.1.2 the liquidation and/or dissolution of the Corporation;
6.1.3 upon the discretion of the Corporation, if the Vice President
and Chief Technical Officer disposes of his shares in the capital
stock of the Corporation;
6.1.4 if any act of fraud is committed by the Vice President and Chief
Technical Officer;
6.1.5 if the Vice President and Chief Technical Officer commits an act
of gross negligence which may cause serious prejudice to the
Corporation or endanger its reputation;
6.1.6 the Vice President and Chief Technical Officer's continuance of
willful and repeated failure to perform his duties;
6.2 UPON THIRTY (30) DAYS NOTICE BY THE CORPORATION
The present agreement shall be terminated upon expiration of a thirty (30)
days notice given by the Corporation in the event of any material breach of this
agreement by the Vice President and Chief Technical Officer (except for a breach
contemplated in paragraph 6.1) and the Vice President and Chief Technical
Officer does not remedy to the situation to the Corporation's satisfaction.
6.3 UPON NOTICE BY THE VICE PRESIDENT AND CHIEF TECHNICAL OFFICER
The Vice President and Chief Technical Officer may terminate this agreement
at all times provided that the former gives a three (3) months prior written
notice to this effect to the Corporation. In such an event, the Vice President
and Chief Technical Officer agrees to cooperate and provide all the help
possible in order to facilitate his replacement.
7. SCOPE
This agreement is binding and enforceable not only with respect to the
contracting parties but also with respect to their successors, succession
liquidators, heirs and legal representatives, as the case may be.
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8. LANGUAGE
The parties acknowledge having required that the present agreement be drawn
up in the English language.
LES PARTIES RECONNAISSENT AVOIR EXIGE LA REDACTION EN ANGLAIS DE LA PRESENTE
CONVENTION.
THE PARTIES HAVE SIGNED IN two (2) COPIES, IN THE CITY OF MONTREAL, THIS 7th DAY
OF THE MONTH OF JULY, 2000
THE CORPORATION THE VICE PRESIDENT AND CHIEF
LUMENON INNOVATIVE LIGHTWAVE TECHNICAL OFFICER
TECHNOLOGY INC.
/s/ Dr. S. Xxxx Xxxxxx /s/ Xx. Xxxx X. Xxxxxxx
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Dr. S. Xxxx Xxxxxx Xx. Xxxx X. Xxxxxxx
President and CEO
