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EXHIBIT (6)g
MEMORANDUM OF AGREEMENT
BETWEEN:
AXYN CANADA CORPORATION
"AXYN"
AND:
XXXXXX X. XXXX
"BELL"
I. RECITALS:
1. Axyn is a newly created Canadian company which carries on the business of
Year 2000 remediation and computer systems integration. Axyn is a company
related (as defined by the Income Tax Act, Canada) either at present or in
the near future to other companies, including a company to be named Axyn
Corporation ("Holdco"), which is to serve as the holding company for Axyn
and other companies. Both Axyn and Holdco require, or VAII shortly require,
the services of a Chairman of the Board of Directors ("Chair"), and
President.
2. Xxxx has agreed to fulfill the roles of President and Chief Executive
Officer of Axyn.
3. All sums expressed below in monetary terms shall be in currency of the
United States of America.
II. AGREEMENT:
4. Axyn agrees to retain Xxxx as an employee in the role of President and
Chief Executive Officer for an indefinite period, commencing March 1, 1998.
During the period of employment, Xxxx agrees to provide such services as
may be required by Axyn, compatible with his said role, to the extent that
he is competent to provide such services.
5. The parties agree that the two roles as described shall require Xxxx'x full
time and attention. The parties acknowledge that Xxxx is further bound by
the provisions of the Principals' Agreement, as executed by Axyn, X. Xxxxx
Xxxxxx, A.D. XxXxxxxxx and Bell.
6. Axyn will pay to Xxxx remuneration in the form of base salary as follows:
a. On account of his role as President and Chief Executive Officer of
Axyn, the sum of $150,000 per annum, to commence retroactively March
1, 1998. Such retroactivity is in recognition of the time and effort
expended by Xxxx in connection with the corporate creation of Axyn.
7. During the period of his employment with Axyn, Axyn's standard Employee
Information Package shall apply to Bell.
8. In recognition of the considerable financial risk accepted by Xxxx in his
role in the organization and reorganization of Axyn, Holdco and related
companies, and in further consideration of the commitments made by Xxxx as
set out herein, the parties agree that,
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in the event that Xxxx'x employment with Axyn, Holdco or related companies
is terminated for any reason whatsoever, including for just cause but
excluding for death or long term disability, Axyn shall be liable to pay
Bell a sum equivalent to three times his gross salary for the previous 12
months, which term shall include the gross cash value of any other
consideration received by Bell on account of profit sharing, bonus, options
or other remuneration of any kind.
9. Axyn shall maintain (or shall cause Holdco to maintain) insurance with a
Life Underwriting Company licensed to cover risks of death and disability
in Canada or the United States of America, which insurance shall cover the
risks of death and long term disability of Bell. In the event of his death,
or in the event that physical or mental infirmity prevents Xxxx from
actively carrying on his duties for a continuous period of six months, or
any total period of six months within a continuous period of twelve months,
Xxxx agrees that the provisions of the Principals' Agreement pertaining to
Axyn, Xxxxxx Xxxx, A.D. XxXxxxxxx and X. Xxxxx Xxxxxx, shall govern, and
Xxxx and his estate agree to accept the consideration described in that
agreement in full satisfaction of any claims he may have to the sums
described in paragraph 8 above.
10. Axyn shall pay, or shall cause Holdco to pay, such sums on account of
profit-sharing as the parties agree from time to time, as ratified by the
Board of Directors of Axyn and/or Holdco.
11. Axyn shall issue, or shall cause Holdco to issue, such shares of the common
or other equity of the issuing company (either Axyn or Holdco, as may be
appropriate), or the option to acquire such shares, on account of bonus,
executive compensation or incentive, as the parties agree from time to
time, as ratified by the Board of Directors of Axyn and/or Holdco.
12. In the event that Bell causes shares of the common or other equity of the
issuing company (either Axyn or Holdco, as may be appropriate), or the
option to acquire such shares, which shares or option may have been
received by reason of either this agreement, the initial organization of
Axyn or the reorganization which causes Holdco to become the holding
company for Axyn, to be assigned or transferred to an assignee or nominee
related to Bell, then such assignee or nominee shall be bound by the terms
of this agreement, and Xxxx shall take such steps as may be necessary to
accomplish this result.
13. Upon the reorganization that causes Holdco to become the holding company
for Axyn, the parties agree to cause Xxxxxx to execute such contract as to
oblige Holdco to honour such terms of this agreement as may apply to
Holdco, either explicitly or by implication.
III. ENTIRE AGREEMENT:
14. The parties agree and acknowledge that this agreement constitutes all the
terms and provisions of their agreement, and that there are no other terms
(collateral or otherwise) and no other representations governing their
relationship, this agreement or their rights and obligations among
themselves.
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IV. BINDING ON ASSIGNEES
15. The provisions of this agreement shall be binding on all parties, whether
companies, trusts, estates, partnerships or individuals, who may be
assignees of either Axyn or Bell.
March 1, 1998 Axyn Canada Corporation
per:
Xxxxxx X. Xxxx Xxxxx Xxxxxx, Chair
and per:
A.D. XxXxxxxxx,
Senior Vice-President
