Exhibit 10.07
EMPLOYMENT AGREEMENT
THIS AGREEMENT MADE as of the 02nd of January in the year 2001.
BETWEEN:
CANADIAN ROCKPORT HOMES LTD AND OR CANADIAN ROCKPORT HOMES
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:
XXXXXX XXXX, having an office at #000-000 X Xxxxxx Xxxxxx, Xxxxxxxxx,
XX, X0X 0X0
[hereinafter " Riis"]
OF THE SECOND PART
WHERAS:
X. Xxxx 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 Riis arrange financing for its general
corporate purposes and Riis has agreed that he will use his best efforts to
arrange financing for Rockport, and to act in the capacity as President 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 XXXXXX XXXX
1. Rockport hereby engages the services of Riis 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 President. of Rockport Company
COMPENSATION
2. In consideration for the consulting services of Riis, Rockport
shall:
a. Rockport shall pay to Riis the sum of FIVE THOUSAND DOLLARS USD
($5,000.00) per month payable in the first of each month.
b. "Employee is hereby given the option to purchase 100,000.00
restricted shares of the common stock of Canadian Rockport Homes International,
Inc., a Delaware corporation. Such option shall be exercisable at any time
prior to the close of business on January 1, 2003. Such option shall be
exercisable at the price of U.S. $2.00 per share. In addition, such option
shall not be exercisable within Eight (8) Months of the commencement of a public
offering by Canadian Rockport Homes International Inc. In the event that such
Eight (8) Month period ends after January 1, 2003, the option may be exercised
on the first business day after the Eight (8) Month period expires."
c. Rockport shall reimburse Riis 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 Riis.
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 Riis 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, Riis's 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 Riis 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 Riis or compounding with
his creditors generally;
iv. conviction of Riis 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
Riis Ninety day's advance notice in writing or on paying to Riis 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. Riis 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 Riis under any applicable statute
and any rights which Riis may have a common law, and Riis 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 Riis on termination of Riis employment
shall not prevent Rockport from alleging cause for the termination.
On termination of employment Riis shall immediately resign all offices held
(including directorships) in the company and save as provided in this agreement,
Riis shall not be entitled to receive any severance payment or compensation for
loss of office or otherwise by reason of the resignation. If Riis fails to
resign as mentioned Rockport is irrevocably authorized to appoint some person in
his or her name and on Riis's behalf to sign any documents or do any things
necessary or requisite to give effect to it.
VACATION
5. Riis 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.
5. Riis, 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.
Riis 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 Riis 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. Riis, shall
hold and maintain the confidential Information in strictest confidence and the
trust for the sole and exclusive benefit of Rockport.
x. Xxxx, 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. Xxxx, 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 Riis can
demonstrate that the Confidential Information which Riis seeds to disclose as in
the public domain on the date of the Agreement.
x. Xxxx, 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. Xxxx, 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 Riis's obligations thereunder shall be binding
and the representatives, assigns, and successors of Riis and shall ensure to the
benefit of the assigns and successors of Rockport.
NON-COMPETITION
9. Riis agrees with and for the benefit of Rockport that for a period
of one (1) year from the date of termination of Riis employment, however caused,
Riis 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 Riis 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 Riis provided the Riis 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.
Riis further agrees that, during employment pursuant to this agreement and for a
period of one (1) year following termination of employment, however caused, Riis
will not hire or take away or cause to be hired or taken away any employee of
Rockport or, following termination of the Riis's 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 Riis 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:
Riis: Xxxxxx Xxxx
#00- 0000 Xxxxxx Xxxxx
Xxxxxxxx, X.X.
X0X 0X0
To Rockport Canadian Rockport Homes International Inc.
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. XXXXXX XXXX
in the presence of: )
)
/s/ Xxxxx Xxxxxxx )
-------------------- )
Signature: ) /S/ XXXXXX XXXX
--------------------
Xxxxx Xxxxxxx )
--------------- )
Name: ) XXXXXX XXXX
11725-84 ) PRESIDENT
----------------------------------)
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/ DR. XXXXXXX XXXXXX
-----------------------------------
11725-84 )Name: DR. XXXXXXX XXXXXX
Address: )Title: XXXXXXXXX
Xxxxx Xxxxx, X.X. X0X 0x0 )
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