EXHIBIT 5.3
CONSULTING CONTRACT
BETWEEN
STRATEGIC CATALYSTS INC. ("SCI"), AND
RECONNAISSANCE TECHNOLOGIES INC. ("RTI")
1. Position: SCI will make available its employee, Xxxxx X. Xxxxx ("DWR")
for the position of Vice President Finance and Business Development.
2. Reporting: to the President of RTI.
3. Start Date: April 1, 1999.
4. Time Commitment. Full time. RTI will reasonably allow DWR to complete
current assignments on behalf of Strategic Catalysts Inc.
5. Salary: Initially, $5000 per month. Compensation will be increased to
$8300 per month immediately on completing a financing of at least $1
million.
6. Compensation Committee Review. The Board of Directors of RTI will
establish a Compensation Committee. Such Committee will review the
compensation packages for all employees and contractors filling senior
executive positions and will cause such packages, including salary, cash
incentives and performance options, and severance obligations, to be
adjusted to industry standards for the technology industry in the Vancouver
area. Such review will be complete by December 31, 1999, and any such
adjustments will be effective immediately.
7. Timing of Payments.
7.1. Cash Compensation. No later than the last day of each month.
7.2. Cash Incentives. Within 30 days of the completion of the task for
which the incentive is earned.
8. Annual Review. RTI will review SCI's performance and compensation package
no less than annually.
9. Incentive Compensation Plan. RTI will establish an annual Incentive
Compensation Plan ("Plan") for SCI, consisting of cash incentive and
options on common stock of RTI for DWR, on an annual basis beginning in
1999. The Plan will be commensurate with the title, seniority and
performance of SCI, equitable with other senior executives of RTI. The Plan
is subject to the approval of the Compensation Committee. If RTI decides
not to award additional performance options to Xxxx XxXxxx and Xxxxx
Xxxxxxx due to their positions as Founders of RTI, then the Performance
Options for DWR will be determined on an equitable basis with the remaining
senior executives of RTI.
10. Accelerated Vesting. If RTI accepts an offer which would effect a change
of control as defined by the Income Tax Act, then all shares and all
options of RTI of any kind which have not vested shall then immediately
vest.
11. Benefits:
11.1 Vacation. Four weeks paid vacation in each calendar year, to be
increased from time to time in accordance with RTI's standard policy.
Unused vacation period can accumulate only until August 31 of the following
year.
11.2 Health and other Benefits. According to such plans in place for all
RTI employees.
12. Severance. If RTI terminates SCI's contract other than for cause,
("Termination"), the following provisions will apply:
12.1 Termination prior to June 30, 1999: no severance payments will be
made.
12.2 Termination during the period from July 1, 1999 to December 31, 2000:
three months severance including salary and performance compensation,
and the continuation of all benefits then in effect, other than long-
term disability, for three months.
12.3 Termination after January 1, 2001: Similarly, three months severance
plus one month for each additional year or partial year of
employment.
12.4. All termination payments will be made in a manner most tax-
efficient for DWR.
12.5 Pursuant to clause 6, the Compensation Committee will recommend
compensation packages for the senior executives. Notwithstanding the
provisions in clauses 15.1 - 15.3, if the Compensation Committee
recommends severance provisions that are more beneficial to DWR in
DWR's sole opinion, then such provisions will apply and clauses
12.1 - 12.3 will be deleted.
13. Non-compete and non-disclosure. DWR agrees to be bound by non-compete and
non-disclosure agreements standard in the industry.
14. Non-assignment. This Contract may not be assigned without the prior
written consent of DWR.
AGREED:
For SCI: /s/ Xxxxx X. Xxxxx
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For RTI: /s/ Xxxx XxXxxx
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And: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxx XxXxxx
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Xxxx XxXxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Date: _______________________________
