MEMORANDUM OF AGREEMENT ENTERED INTO AT MONTREAL, QUEBEC, THIS _____ DAY OF JUNE, 2006
MEMORANDUM
OF AGREEMENT ENTERED INTO AT MONTREAL, QUEBEC, THIS _____ DAY OF JUNE,
2006
BY
AND BETWEEN: MAHJONG
DEVELOPMENT INC., a
corporation duly constituted, having its principal place of business located
at
00 Xxxxxxx Xxxxx, in the city of Montreal, province of Quebec, herein acting
and
represented by Xxxxx Xxxxxxx, its secretary, duly authorized as she so
declares
(the
“Corporation”)
AND:
XXX
XXXXXXXXXXX,
employee, residing and domiciled at 00 Xxxxxxx Xxxxx, in the city of Montreal,
province of Quebec,
(the
“Employee”)
WHEREAS
the
Employee has resigned as president, director and employee of the Corporation,
effective June 24, 2006;
WHEREAS
the
Corporation has accepted the Employee’s resignation;
NOW,
THEREFORE, this
agreement confirms and records the agreements of the parties hereto as relating
to the termination of the Employee’s employment with the Corporation:
| 1. |
The
Employee’s employment with the Corporation is terminated effective June
24, 2006 (the “Termination Date”).
|
| 2. |
The
Employee shall be entitled to receive his base salary for the period
up to
and ending on the Termination Date. The Employee shall also be entitled
to
the reimbursement of any pre-authorized expenses incurred on behalf
of the
Corporation prior to the Termination Date upon completion and delivery
to
the Corporation of a final expense report accompanied by vouchers
or other
back up documentation. The Employee shall not be entitled to any
bonus,
incentive or other remuneration or benefit under the employment agreement
between the Employee and the Corporation (under its former name 0000-0000
Xxxxxx Inc.), dated June 30, 2005 (the “Employment
Agreement”).
|
| 3. |
The
Employee shall return all corporate credit cards, keys and any other
items, including, without limitation, documents, records and all
other
materials belonging to the Corporation, to the Corporation’s
representative on or prior to the Termination
Date.
|
| 4. |
The
Employee agrees and acknowledges that the provisions of the Employment
Agreement, and in particular, but without limiting the generality
of the
foregoing, articles 7, 8 and 9 thereof (relating to confidentiality,
intellectual property, non-competition and non-solicitation) shall
survive
the termination of his employment with the
Corporation.
|
| 5. |
For
good and valuable consideration received, whereof quit, the Employee
hereby grants unto the Corporation and its officers, employees, directors
and shareholders (collectively the “Releasees”), and their respective
successors, assigns, heirs and legal and personal representatives,
a full,
complete and final release and discharge of and from all manner of
actions, causes of action, suits, demands, debts, claims, accounts,
covenants, contracts, damages and complaints, of any nature whatsoever,
for any cause whatsoever arising out of or resulting directly or
indirectly from the Employee’s employment with the Corporation or the
termination of such employment, or from having acted as a director
or
officer of the Corporation.
|
| 6. |
The
parties hereto agree that the present agreement constitutes a transaction
within the meaning of articles 2631 and following of the Civil
Code
of
Quebec.
|
| 7. |
The
parties hereto have required that this Agreement and related documents
be
drafted in the English language. Les parties aux présentes ont exigé que
ce contrat et les documents y afférents soient rédigés dans la langue
anglaise.
|
IN
WITNESS WHEREOF,
the
parties have executed this agreement at the place and on the date first
mentioned hereinabove.
| MAHJONG DEVELOPMENT INC. | |
|
Witness
|
Per: Xxxxx Xxxxxxx
|
|
Witness
|
XXX
XXXXXXXXXXX
|
