EMPLOYMENT AGREEMENT
October 29, 1999
EMPLOYMENT AGREEMENT
BETWEEN:
GSI TECHNOLOGIES USA INC., corporation legally constituted in the State of
Delaware and located at 000, Xxxxx x'Xxxxxxxx, xxxxx 000, Xxxxxxxx (Xxxxxx), X0X
0X0, legally represented by his president, J. Xxxxxx xx Xxxxxxxx;
(the "Employer") OF THE FIRST PART;
AND:
J. Xxxxxx xx Xxxxxxxx, executive, resident at 000 xxx Xxxxxxxxxx, Xxxxxx,
Xxxxxx, X0X 0X0;
(the "Employee") OF THE SECOND PART.
WHEREAS the Employer desires to employ the Employee and the Employee desires to
accept such employment upon the terms and conditions set forth;
IN CONSIDERATION of the mutual covenants herein contained, the parties agree as
follows:
1. POSITION AND TITLE
The Employee agrees that he will at all times faithfully, industriously, and to
the best of his skill, ability, experience and talents, perform all of the
duties required in the position of "President of the Corporation". It is also
understood and agreed to by the Employee that his assignment, duties and
responsibilities and reporting arrangements may be changed without causing
termination of this agreement, on mutual agreement of Employee and Employer.
2. TERM
The present agreement will be effective for a period of three year, starting on
the 1st day of January 2000 and terminating on the 31th day of December 2002.
This agreement may be renewable on the terms and conditions to be agreed upon by
the parties.
3. MONETARY
As full remuneration for all services provided for herein, the Employer shall
pay to the Employee a salary of US$100 000 per annum, payable in regular
instalments in accordance with the Employer's usual paying practices. The
Employer shall annually increase the Employee's salary and may in its sole
discretion, grant the Employee a salary increase. Any such change shall be
deemed to be incorporated into this agreement.
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EMPLOYMENT AGREEMENT
October 29, 1999
4. BONUSES
In addition to the compensation specified in section 3 the Employee may receive
an annual bonus of the Employer, based on performance of the Employee, to be
defined between parties.
5. WARRANTS
The Employee will have the possibility to purchase a FIVE HUNDRED THOUSAND (500
000) warrants of the corporation, at US$ 1,10 per shares, during their
employment;
6. BENEFITS
The Employee shall participate in all benefit plans which the Employer may have
or provide in the future, including without limitation medical/hospital and
extended health care benefits and life insurance.
7. VACATIONS
The Employee shall be entitled to be paid vacation in each year of four (4)
weeks, in addition to statutory holidays. Such vacations shall be taken at times
in each year as mutually agreed upon by the Employer and the Employee, or be
taken in the form of extra pay at the sole option of the Employee.
8. AUTOMOBILE EXPENSES
The Employer shall provide the Employee with an automobile allowance of CA$
800,00 per month for rental and other expenses generated by use of the
automobile.
9. STATUTORY DEDUCTIONS AND TAXES
Salary and benefit payments made pursuant to this agreement are subject to such
deductions such as income tax and any other deductions required by law or
statute.
10. REIMBURSEMENT OF EXPENSES GENERALLY
The Employer shall reimburse the Employee for all reasonable expenses actually
incurred by him on the Employer's behalf and in the course of his employment
upon presentation of substantiating receipts.
11. FULL-TIME ATTENTION TO BUSINESS
During the Employee's employment with the Employer, the Employee shall devote
himself exclusively to the business of the Employer and shall not be employed or
engaged in any capacity in any other business without the prior written approval
of the Employer. The Employee is employed on a full-time basis for the Employer.
It is understood and agreed to by
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EMPLOYMENT AGREEMENT
October 29, 1999
the Employee that the hours of work involved will within reason vary and be
irregular and are those hours required to meet the objectives of the employment.
12. TERMINATION
This agreement may be terminated by the Employee at any time by giving the
Employer a two week's notice in writing. The Employer may waive the notice, in
whole or in part, but will remain responsible for payment of all salaries,
expenses and bonuses due up until the end of the notice period.
Also, this agreement may be terminated by the Employer on the giving of one
month's notice. At the conclusion of the notice period or expiry of the term or
any renewal thereof, the Employer shall pay the Employee his gross salary as set
out in this agreement for a twelve (12) month's period, payable at the
Employee's departure, along with any bonuses or expenses due to the Employee at
the date of termination.
13. NOTICE
Any notice or other communication required or permitted to be given under this
agreement shall be in writing and may be delivered personally or by prepaid
registered mail, addressed in the case of the Employer at 385, Place d'Youville,
bureau 300, Montreal, province of Xxxxxx, X0X 0X0, and in the case of Employee
at 000 xxx Xxxxxxxxxx, Xxxxxx, Xxxxxx, X0X 0X0.
Notice given by pre-paid registered mail shall be deemed to have been received
by the Recipient on the fourth business day after mailing.
Either party may change the address to which Notice must be delivered upon
simple written notice to the other party.
14. CONFIDENTIAL INFORMATION AND TRADE SECRETS "PROPRIETARY INFORMATION"
The employee shall not, either during the term of his Employment or at any time
thereafter, disclose to any person, unless required by law, any secrets or
confidential information, "Proprietary Information" concerning the business or
affairs or financial position of the Employer or any company with which the
Employer is or may hereafter be affiliated.
"Proprietary Information" shall not include any information which:
a) The employer or its Representative possess on a non-confidential basis
and not in contravention of any applicable law; or
b) Is or becomes generally available through no fault of the Employee; or
c) Is received by the Employee from an independent third party that is
lawfully in the possession of same and under no obligation to Employer
with respect thereto; or
d) Is required to be disclosed pursuant to application law or order of a
court of competent jurisdiction; or e) Any information already known
to the Employee prior to entering into the present Employment
Agreement;
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15. NON-COMPETITION AND NON-SOLLICITATION
For a period of one year from the effective date of termination of the
employment hereunder, the employee shall not in any province in Canada where the
Employer is carrying on business:
(a) be directly or indirectly engaged in any company or firm which is a
direct competitor of the Employer in the business of the manufacture and
sale of computers (the "business");
(b) intentionally act in any manner that is detrimental to the relations
between the Employer and its dealers, customers, employees or others, and
(c) solicit any of the customers of the Employer or be connected with any
person, firm or corporation soliciting any of the customers of the
Employer.
16. WAIVER
The waiver by either party of any breach or violation of any provision of this
agreement shall not operate or be construed as a waiver of any subsequent breach
or violation of it.
17. AMENDMENT OF CONTRACT
This agreement contains the whole of the agreement between the Employer and the
Employee and there are no other warranties, representations, conditions or
collateral agreements except as set forth in this agreement.
Any modification to this agreement must be in writing and signed by the parties
hereto or it shall have no effect and shall be void.
18. SECTIONS AND HEADINGS
The headings in this agreement are inserted for convenience of reference only
and shall not affect interpretation.
19. SEVERABILITY
If any provision of this agreement is determined to be invalid or unenforceable
in whole or in part such invalidity or unenforceability shall attached only to
such provision or part thereof and the remaining part of such provision and all
other provisions hereof shall continue in full force and effect.
20. CHOICE OF LAW
The parties agree that this agreement be governed and interpreted according to
the laws in force in the Province of Quebec.
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EMPLOYMENT AGREEMENT
October 29, 1999
The Employee acknowledges that he has read and understands this agreement, and
acknowledges that he has had the opportunity to obtain independent legal advice
with respect to it.
BOTH PARTIES HAVE REVIEWED AND AGREED ON ALL THE ABOVE ISSUES;
SIGNED IN MONTREAL, THIS 29th DAY OF OCTOBER, 1999.
Employee Employer
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J. Xxxxxx xx Xxxxxxxx J. Xxxxxx xx Xxxxxxxx, President
GSI TECHNOLOGIES USA INC.
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Xxxxx X. Xxxx, C.F.O.
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