EXHIBIT 10.5
EMPLOYMENT CONTRACT
BETWEEN
XXXXXXXXX.XXX, INC. ("XXxxxxxxx.xxx")
AND
Xxxxxxx X. XxXxxx ("XxXxxx")
1. Position: Chief Executive Officer.
2. Reporting: to the Board of Directors of XXxxxxxxx.xxx.
3. Start Date: March 1, 2000.
4. Salary: $8300 per month, increasing to $12,500 per month on April 1,
2000.
5. Compensation Committee Review. The Board of Directors of XXxxxxxxx.xxx
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.
6. Cash Incentives. Subject to the Compensation Committee Review,
XXxxxxxxx.xxx will provide to XxXxxx an annual Base Cash Incentive equal to
50% of annual salary, which will vary between 0 and 1.5 times the Base Cash
Incentive, subject to XxXxxx'x performance against mutually agreed
objectives.
7. Annual Review. XXxxxxxxx.xxx will review XxXxxx'x performance and
compensation package no less than annually.
8. Benefits:
8.1 Vacation. Four weeks paid vacation in each calendar year, to be
increased from time to time in accordance with XXxxxxxxx.xxx's standard
policy. Unused vacation period can accumulate only until August 31 of the
following year.
8.2 Health and other Benefits. According to such plans in place for all
XXxxxxxxx.xxx employees.
10. Severance. If XXxxxxxxx.xxx terminates XxXxxx'x contract other than for
cause, ("Termination"), XXxxxxxxx.xxx will provide nine months severance
plus one month for each year or partial year of employment or full-time
contract work. All termination payments will be made in a manner most tax-
efficient for XxXxxx. Pursuant to clause 5, the Compensation Committee will
recommend compensation packages for the senior
executives. Notwithstanding the provisions in this clause, if the
Compensation Committee recommends severance provisions that are more
beneficial to XxXxxx in XxXxxx'x sole opinion, then such provisions will
apply and this clause will be deleted and the provisions recommended by the
Compensation Committee will take precedence.
11. Non-compete and non-disclosure. XxXxxx agrees to be bound by non-compete
and non-disclosure agreements standard in the industry.
12. Non-assignment. This Contract may not be assigned without the prior
written consent of XxXxxx.
AGREED:
For XXxxxxxxx.xxx: /s/ Xxxxx Xxxxxxx
-----------------------------------
Xxxxx Xxxxxxx
/s/ Xxxx XxXxxx
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Xxxx XxXxxx
Date: ___________________________________
