EMPLOYMENT AGREEMENT
DATED effective the 9th day of December 2002.
BETWEEN:
Globatlex Industries Inc., a body corporate duly incorporated under the laws of
the Province of British Columbia, and having its Registered Office at 3000
royal center, 0000 Xxxx Xxxxxxx Xxxxxx, in the City of Vancouver, in the
Province of British Columbia,
(hereinafter referred to as the "Employer")
OF THE FIRST PART
AND:
Xxxx Xxxxxx, 997 Forest Hills Dr. of in the District of North
Vancouver, in the Province of British Columbia,
(hereinafter referred to as the "Employee")
OF THE SECOND PART
WHEREAS:
A. The Employer is involved in the business of acquiring, exploring and
developing mineral resource properties;
B. The Employee has expertise and experience in the business carried on by the
Employer, and is a Director and officer of the Employer;
C. The Employer wishes to acquire the services of the Employee and the Employee
is agreeable to serve the Employer upon the terms of this Agreement;
NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the premises
and the mutual covenants and agreements hereinafter set forth, IT IS AGREED as
follows:
1. The Employer hires and engages the Employee as its President or such other
executive capacity, and in such capacity will provide corporate
administration and geological services to the Employer, such duties and
responsibilities to include provision of strategic corporate and financial
planning, management of the overall business operations of the Employer,
geological services and supervising operations personnel, office staff and
explorations and mining consultants, and such other services as may from
time to time be delegated to the Employee by the Employer (collectively, the
"Services"), and the Employee will serve the Employer (and/or such
subsidiary or subsidiaries of the company as the Employer may form time to
time require) in such capacity or capacities as may form time to time be
determined by resolution of the Board of Directors of the Employer (the
"Board of Directors").
2. The Employee will perform the Services in a competent and efficient manner,
and devote the time and effort necessary to properly and fully perform the
Services.
3. The Employee will at all times act in the best interests of the Employer.
4. Except as provided in Paragraph 5, during the term of his employment the
Employee will not, without prior written consent not to be unreasonably
withheld, directly or indirectly engage in any business activity or
enterprise competitive with the Employer.
5. The Employer is aware that the Employee has now, may acquire and will
continue to have financial interests in other companies and properties, and
the Employer recognizes that these companies and properties will require
from time to time certain attention by the Employee during regular working
hours. The Employer agrees that the Employee may continue to devote time to
such outside interests, provided that such interests do not conflict with,
within reason, the time required for the Employee to perform his duties
under this Agreement.
6. The Employee will not, either before or after the termination of this
Agreement, disclose to any person, nor make use of himself, any information
or trade secrets relating to the Employer, its business, policies, methods,
scientific data or information which he will have acquired in any manner.
The Employee agrees that disclosure by him of such information or trade
ssecrets may result inirreparable injury and damage to the Employer, which
will not be adequately compensable in money damages, that the Employer will
have no adequate remedy at law therefore, and that the Employer will have
the right, and may, without objection from the Employee, obtain such
preliminary, temporary or permanent mandatory or restraining injunctions,
orders or decrees as may be necessary to protect the Employer against, or on
account of any breach by the Employee of the provisions of this paragraph.
Nothing herein will be construed as preventing the Employer from pursuing
any other remedies available to it for such breach or threatened breach,
including the recovery of damages from the Employee.
7. The Employee will be entitled, by way of remuneration for his services, to
an annual salary of ninety thousand dollars ($90,000) (the "Salary") payable
twice monthly at the rate of three thousand seven hundred and fifty dollars
($3,750) per period, less required withholdings, deductions and remittances.
Upon the expiration of one year following the date of this Agreement and
each year thereafter that the Agreement should remain in force, the Board of
Directors will review the Employee's salary, giving consideration to the
financial position of the Employer and the scope of its activities and the
activities of its subsidiary companies, and may, in its sole discretion,
increase the amount of the Salary.
8. In addition to the annual salary additional remuneration of up to thirty
thousand dollars ($30, 000) will be payable at the sole discretion of the
Board of Directors of Employer. Twelve months after the effective date of
this contract the Employer will, in its sole discretion, pay up to thirty
thousand dollars ($30,000) or some portion thereof, payable within fifteen
(15) days, after giving consideration by the Board of Directors of the
Employer as to the overall performance of the Employee, and the following
factors:
a. improving Employer's situation as to establishing a profitable coal mining
operation at Willow Creek;
b. effectively representing Employer on the Willow Creek management committee;
c. advancing transportation contracts to support effective coal mining
operations;
d. entering into contracts to sell coal;
e. efficient operations of Employer's Vancouver office, including having
reasonable general and administrative costs relative to the Employer's
activities;
f. meeting Employer's regulatory requirements as a public company; and
g. developing a business plan acceptable to the Board of Directors.
9. The Employee will be entitled to reimbursement for all reasonably incurred
travel expenses and expense reasonably incurred by him in connection with
the conduct of the Employer's business by him, upon presentation of the
appropriate receipts or vouchers to the Board of Directors. The expenses
incurred by the Employee in traveling between his home and the place of
business of the Employer, will born solely by the Employee, unless such
travel is at the express required of the Board of Directors.
10. The Employee will be eligible to participate, in accordance with existing
or future policies or procedures of the Employer in fringe benefit programs
including vacations of three weeks annually, bonuses, sick leave, medical
insurance, life insurance and automobile. In lieu of any benefits plans for
medical or dental insurance at the effective date of this contract Employer
will pay two hundred and fifty dollars ($250) per month until such time as
a benefit programs may be established. The Employee's eligibility and
entitlement to benefits will be determined by the terms and conditions of
the benefit plans or programs purchased by the Employer. The Employer
reserves the right to alter or delete part of any benefit or change
carriers at any time in its sole discretion.
11. The Board of Directors will, in its sole discretion, consider granting
additional share purchase options to the Employee, taking into
consideration the terms and conditions on which share purchase options
have been granted to other directors and officers of the Employer.
12. In the event that there is a change of Control (as defined below) of the
Company, then an amount of equal to one hundred and five thousand dollars
($105,000) will be paid to the Employee under this Agreement will become
due and payable to the Employee within thirty (30) days of the Change of
Control, together with interest at the rate of Twelve Percent (12%) per
annum if the amount is not paid within thirty (30) days from the date of
thirty (30) days after such termination, dismissal or removal, until actual
payment, and except for this paragraph and paragraph 9, this Agreement will
be considered terminated and of no further force or effect. For the
purposes of this paragraph "Change of Control" means:
a. The transfer to or acquisition of at least Twenty Five Percent (25%) of the
total issued and outstanding common voting securities of the Company form
timee to time, by one person or a group of persons acting in concert, other
than Xxxx Xxxxx and Xxxxxx X. X'Xxxxx either through one transaction or a
series of transactions over time after the date thereof, and whether through
the acquisition of previously issued voting securities, voting securities
that have not been previously issued, or any combination thereof, or any
transaction having a similar effect;
b. Twenty-Five Percent (25%) or more of the issued and outstanding voting
securities of the Company become subject to a voting trust except any trusts
administered or controlled by Xxxx Xxxxx;
c. The Company amalgamates, consolidates or otherwise merges with any other
body corporate or bodies corporate, over than a wholly owned subsidiary;
d. The Company decides to sell, lease, or otherwise dispose of all or
substantially all of its assets and undertaking, whether in one or more
transactions; or
e. The Company enters into a transaction or arrangement which would have the
same or similar effects as the transactions referred to in sub-paragraphs
(c) or (d) above.
13. If the Employee will become disabled or incapacitated to such an extent
that he is unable to perform his regular duties, he will be entitled to
receive, during such disability or incapacitation, his full salary form the
date thereof, payable monthly for tow (2) months. The Employment provisions
of this Agreement may be terminated without notice at the option of the
Employer should the Employee be unable, because of disability or
incapacitation, to perform his duties hereunder for a period or periods
aggregating more than two (2) months during any consecutive twelve months.
Such termination will not affect any payments which are due the Employee
under the first senttence of this paragraph up to the date of termination,
or any other provisions of this Agreement.
14. The Employer may discharge the Employee at any time without prior notice
for cause. For the purposes of this Agreement, the following will be
considered cause to discharge the Employee's employment forthwith:
a. Any material breach of the provisions of this Agreement;
b. Any substantiated act involving theft or dishonesty against the Employer for
the Employee's personal benefit;
c. Willful and repeated failure by the Employee to perform his duties or
willful misconduct in performing those duties; or
d. Any other reason which at common law would constitute cause.
15. The Employer may terminate this Agreement and the Employee's employment
hereunder without cause upon the greater of thirty (30) days notice of
termination or the minimum notice period (and only such minimum) required
under the Employment Standards Act (British Columbia), or upon payment in
lieu thereof consisting of a continuation of or a lump sum payment
equivalent to the Employee's salary over the notice period, or any
combination of notice or payment. After notice of termination, the Employer
may at its options, discontinue all or any portion of the Employee's duties
After the effective date of such discharge, the Employer will not be
obligated any further hereunder. Such discharge will not relieve the
Employee of his obligations under Paragraph 6 nor prejudice any rights of
the Employer hereunder. This paragraph is not applicable to termination of
employment due to death, disability or incapacity.
16. The services to be performed by the Employee pursuant hereto are personal
in character, and neither this Agreement or any rights or benefits arising
thereunder are assignable by the Employee without the previous written
consent of the Employer.
17. If any provision, word or clause of this Agreement will be held to be
illegal or invalid for any reason, such illegality or invalidity will not
affect the remaining provisions which will be fully serverable, and this
Agreement will be construed and enforced without regard to such illegal or
invalid provision. This Agreement contains the entire agreement of the
Parties hereto and can be modified only by an Agreement in writing and
hereby supersedes any other oral or written agreements of the Parties.
18. Any notice require or permitted to be given under this Agreement will be
delivered personally or by registered mail to the aforesaid addresses of
the Parties, and notice will be deemed given, if mailed, on the second
business day following such mailing, and if personally delivered, on the
date of service.
19. IN WITNESS WHEREOF the Parties hereto have caused these presents to be
executed as and from the day and year first above written.
THE COMMON SEAL of Globaltex Industries Inc. was hereto affixed in the presence
of:
"Xxxx Xxxxxxxxx"
SIGNED by Xxxx Xxxxxx
"Xxxx Xxxxxx"
in the Presence of:
Xxx Xxxx
Signature
"Xxx Xxxx"
Address
000-000 Xxxxxxx Xxxxxx
Occupation
Secretary
