Exhibit 10.1
AMENDING AGREEMENT made this 2nd day of August, 0000
X X X X X X X:
AUCXIS CORP. (formerly e-Auction Global Trading Inc.)
(hereinafter referred to as the "COMPANY")
- and -
XXX XXXXXXXX
(hereinafter referred to as the "OFFICER")
WHEREAS the parties hereto entered into an employment agreement (the
"ORIGINAL AGREEMENT") dated as of December 31, 2000, a copy of which is attached
as Schedule "A" hereto;
AND WHEREAS on May 31, 2001, the board of directors of the Company was
changed and three new board members were elected by the shareholders of the
Company at its annual meeting;
AND WHEREAS the Officer has requested certain changes to be made to the
Original Agreement;
AND WHEREAS at a meeting held on June 22, 2001, the board of directors
approved of the amendments as contained herein;
AND WHEREAS the parties hereto have decided to amend the Original
Agreement on the terms set out herein;
NOW THEREFORE in consideration of the mutual covenants contained herein
and other good and valuable consideration (the receipt and sufficiency of which
is hereby acknowledged by each of the parties hereto), the parties hereto agree
as follows:
1. Unless otherwise defined, capitalized terms used herein and not otherwise
defined shall have the respective meaning attributed to them in the Original
Agreement.
2. The first sentence of the first paragraph of the Original Agreement shall be
deleted and the following substituted therefore:
"Aucxis Corp. (the "Company") is pleased to offer
you the position of President and Chief Executive
Officer with the Company. The term (the "Term") of
your employment shall commence on January 1, 2000
and will expire on December 31, 2001 (the
"Expiration Date"), unless earlier terminated in
accordance with the terms hereof or unless the Term
is renewed or extended by the mutual agreement of
both parties in writing on or before the Expiration
Date provided such agreement to renew or extend has
been approved by the board of directors of the
Company by the Expiration Date."
3. The parties agree to use their best efforts to negotiate and conclude a new
employment agreement prior to the Expiration Date. For greater certainty, if a
new employment agreement is not executed by the Company and the Officer on or
before the Expiration Date, the Original Agreement shall expire and be at end.
The parties agree that sections 3, 7, 8, 9, 10, 11 and the last paragraph of
section 4 of the Original Agreement
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shall survive the expiration and/or termination of the Original Agreement for
any reason. Notwithstanding the above, the Officer shall not be entitled to the
benefit of section 3 of the Original Agreement if he is terminated for Just
Cause by the Company and any options granted to the Officer shall be terminated
on the effective date of the termination.
4. The first sentence of the first paragraph of section 4 of the Original
Agreement entitled "Termination" shall be deleted and the following substituted
therefore:
"Your engagement during the Term or any renewal term may be terminated
at any time (a) by mutual consent, without further obligations; (b)
subject to section 4A below, by you giving the Company not less than
two (2) weeks written notice of your resignation; or (c) by the Company
at any time for Just Cause, which would not constitute Constructive
Dismissal, however prior to any contemplated dismissal, you shall be
given an opportunity to know if you are engaging in activities that the
Company deems to be grounds for dismissal, and shall be granted a
reasonable opportunity to cure."
5. The following shall be added to the Original Agreement as a new section 4A:
"4A. TRANSITION PERIOD. In the event that you resign your position with
the Company, for any reason, you agree to continue to perform your
duties on a full time basis and work with the Company for such period
as determined by the board of directors of the Company up to a maximum
of six months from the date of the receipt of notice of resignation
(the "Transition Period"), in order to allow for an orderly transition
with respect to your replacement, including but not limited to
assisting the Company in locating suitable replacement candidates,
training and orienting such replacement, and such other tasks as the
board of directors of the Company may require. The Company agrees to
provide you with written notice of the length of Transition Period
within twenty (20) days of the receipt of your notice of resignation
(the "Transition Notice"). During the Transition Period, you shall be
entitled to your regular salary and benefits."
6. The following shall be added to the Original Agreement as a new section 4B:
"4B. RIGHT TO RESIGN. Until December 31, 2001 only, you shall have the
right to resign your position with the Company for any reason and upon
such resignation, you shall be entitled to the Severance Amount due to
you pursuant to this agreement in the same manner as if you had been
terminated by the Company without Just Cause or as if you resigned due
to a Constructive Dismissal."
7. The following sentence shall be added to the end of the second paragraph of
section 4 of the Original Agreement:
"The amount, if any, required to be paid to you by the Company in
accordance with this agreement due to a resignation, prior to December
31, 2001 for any reason and after December 31, 2001 due to a
Constructive Dismissal, or termination of your employment with the
Company without Just Cause (the "Severance Amount"), shall be paid by
the Company: if you
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are terminated, within twenty (20) days of the effective date of your
termination; and if you resign your position with the Company, the
Company will pay you an amount equal to ten percent (10%) of the
Severance Amount as well as provide to you a cheque drawn on the
account of the Company for the balance of the Severance Amount to be
dated no later than the final date of the Transition Period at the same
time as the Company delivers to you the Transition Notice."
8. Except as amended hereby, the Original Agreement shall remain in full force
and effect in accordance with its terms. In the event of conflict between the
provisions of this amending agreement and the Original Agreement, the provisions
of this agreement shall prevail.
9. This agreement shall be governed by the laws of the Province of Ontario and
the laws of Canada applicable therein.
10. The effective date of the amendments as described herein shall be on the
date of execution of this agreement by the parties hereto.
11. The parties shall be entitled to rely on delivery by facsimile machine of an
executed copy of this agreement and acceptance by each of the parties of such
facsimile copy shall be legally effective to create a valid and binding
agreement between the Officer and the Company in accordance with the terms
hereof. Any party providing its signature in such manner shall promptly forward
to the other party an original of the signed copy of this agreement which was so
faxed. In addition, this Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the date first written above.
AUCXIS CORP.
(formerly e-Auction Global Trading Inc.)
Per: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Chairman of the board of directors of Aucxis
Corp.
Per: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chair of the Compensation Committee of
the board of directors of Aucxis Corp.
/s/ Xxxxx Xxxxxxx /s/ Xxx XxXxxxxx
-------------------------------- ---------------------------------------
Witness XXX XXXXXXXX
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