EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT is entered into by and between, Advanced ID
Corporation (the "Company"), and Xxxxx Xxxxxxx, the undersigned individual
("Executive") effective this 1st day of January 2004.
RECITAL
The Company and Executive desire to enter into an Employment Agreement setting
forth the terms and conditions of Executive's employment with the Company.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Company and Executive agree as follows:
1. Employment.
a. Term. The Company hereby employs Executive to serve as President and
Chief Executive Officer of the Company and AVID Canada Corporation.
The employment with the Company is not for any specified period of
time. As a result, either the Company or the Executive is free to
terminate the employment relationship at any time, subject to the
other provisions of this Agreement.
b. Duties and Responsibilities. Executive will be reporting to the
Company's Board of Directors. Within the limitations established by
the Bylaws of the Company, the Executive shall have each and all of
the duties and responsibilities of the President and Chief Executive
Officer's position and such other duties on behalf of the Company as
may be reasonably assigned from time to time by the Company's Board.
c. Location. The location at which Executive shall perform services for
the Company shall be Calgary, Alberta.
2. Compensation.
a. Base Salary. Executive shall be paid a base salary ("Base Salary")
at the annual rate of $92,000, payable in semi-monthly installments
in Canadian Dollars consistent with Company's payroll practices. The
annual Base Salary shall be reviewed on or before January 1st of
each year, unless Executive's employment hereunder shall have been
terminated earlier pursuant to this Agreement, by the Board of
Directors of the Company to determine if such Base Salary should be
increased for the following year in recognition of services to the
Company.
b. Payment. Payment of all compensation to Executive hereunder shall be
made in accordance with the relevant Company policies in effect from
time to time, including normal payroll practices, and shall be
subject to all applicable employment and withholding taxes.
c. Bonus. Executive shall also be entitled to a bonus determined at the
sole discretion of the Board of Directors. The Company shall set
proposed milestones and proposed bonuses if those milestones are met
each year.
3. Other Employment Benefits.
a. Business Expenses. Upon submission of itemized expense statements in
the manner specified by the Company, Executive shall be entitled to
reimbursement for reasonable travel and other reasonable business
expenses duly incurred by Executive in the performance of his duties
under this Agreement.
b. Benefit Plans. Executive shall be entitled to participate in the
Company's medical and dental plans, life and disability insurance
plans and retirement plans pursuant to their terms and conditions.
Executive shall be entitled to participate in any other benefit plan
offered by the Company to its employees during the term of this
Agreement (other than stock option or stock incentive plans, which
are governed by Section 3(d) below). Nothing in this Agreement shall
preclude the Company from terminating or amending any employee
benefit plan or program from time to time.
c. Vacation. Executive shall be entitled to four (4) weeks of vacation
each year of full employment, exclusive of legal holidays, as long
as the scheduling of Executive's vacation does not interfere with
the Company's normal business operations.
d. Stock Options. Executive shall be entitled to options to acquire
shares of the Common Stock of the Company pursuant to the terms of
the Company's Stock Option and Incentive Plan, subject to the terms
as determined by the Board.
e. No Other Benefits. Subject to Section 5(b), Executive understands
and acknowledges that the compensation specified in Sections 2 and 3
of this Agreement shall be in lieu of any and all other
compensation, benefits and plans.
4. Executive's Business Activities. Executive shall devote the substantial
portion of his entire business time, attention and energy exclusively to
the business and affairs of the Company, Executive may serve as a member
of the Board of Directors of other organizations that do not compete with
the Company, and may participate in other professional, civic,
governmental organizations and activities that do not materially affect
his ability to carry out his duties hereunder.
5. Termination of Employment.
a. For Cause. Notwithstanding anything herein to the contrary, the
Company may terminate Executive's employment hereunder for cause for
any one of the following reasons: (1) conviction of a felony, or a
misdemeanor where imprisonment is imposed, (2) commission of any act
of theft, fraud, or falsification of any employment or Company
records in any material way, (3) executive's failure or inability to
perform any material reasonable assigned duties after written notice
from the Company of, and a reasonable opportunity to cure, such
failure or inability, or (4) material breach of this Agreement which
breach is not cured within ten (10) days following written notice of
such breach. Upon termination of Executive's employment with the
Company for cause, the Company shall be under no further obligation
to Executive for salary or bonus, except to pay all accrued but
unpaid base salary, accrued bonus (if any) and accrued vacation to
the date of termination thereof.
b. Without Cause. The Company may terminate Executive's employment
hereunder at any time without cause, provided, however, that
Executive shall be entitled to severance pay in the amount of one
year of Base Salary in addition to accrued but unpaid Base Salary
and accrued vacation, less deductions required by law, but if, and
only if, Executive executes a valid and comprehensive release of any
and all claims that the Executive may have against the Company in a
form provided by the Company and Executive executes such form.
Executive shall also be entitled to maintain his or her options
under the identical terms except that any non-vested options shall
immediately become vested on the date of termination.
c. Termination for Good Reason. If Executive terminates his employment
with the Company for Good Reason (as hereinafter defined), he shall
be entitled to the vesting benefits set forth in Section 3(d)(5) and
the severance benefits set forth in Section 5(b). For purposes of
this Agreement, "Good Reason" shall mean any of the following: (i)
relocation of the Company's executive offices more than forty miles
from the current location, without Executive's concurrence; (ii) any
material breach by the Company of this Agreement; (iii) a material
change in the principal line of business of the Company, without
Executive's concurrence; (iv) any significant change in the
Executive's duties and responsibilities; or (v) a change in control
which shall mean: (1) the acquisition (other than from Company) by
any person, entity or "group," within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for this
purpose, any employee benefit plan of Company or its subsidiaries
which acquires beneficial ownership of voting securities of Company)
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of either the
then outstanding shares of Common Stock or the combined voting power
of Company's then outstanding voting securities entitled to vote
generally in the election of directors; or (2) the failure for any
reason of individuals who constitute the Incumbent Board to continue
to constitute at least a majority of the Board; or (3) approval by
the stockholders of Company of a reorganization, merger,
consolidation, in each case, with respect to which the shares of
Company voting stock outstanding immediately prior to such
reorganization, merger or consolidation do not constitute or become
exchanged for or converted into more than 50% of the combined voting
power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated company's then outstanding
voting securities, or a liquidation or dissolution of Company or of
the sale of all or substantially all of the assets of Company.
d. Cooperation. After notice of termination, Executive shall cooperate
with the Company, as reasonably requested by the Company, to effect
a transition of Executive's responsibilities and to ensure that the
Company is aware of all matters being handled by Executive.
6. Disability of Executive. The Company may terminate this Agreement without
liability if Executive shall be permanently prevented from properly
performing his essential duties hereunder with reasonable accommodation by
reason of illness or other physical or mental incapacity for a period of
more than 120 consecutive days. Upon such termination, Executive shall be
entitled to all accrued but unpaid Base Salary, accrued bonus (if any) and
accrued vacation.
7. Death of Executive. In the event of the death of Executive, the Company's
obligations hereunder shall automatically cease and terminate; provided,
however, that within 15 days the Company shall pay to Executive's heirs or
personal representatives Executive's Base Salary and accrued vacation
accrued to the date of death.
8. Confidential Information. Executive shall hold in confidence and not
divulge to any third party any information concerning the affairs of the
Company or any proprietary information of a secret or confidential nature
owned or obtained by the Company which may have been disclosed to
Executive by the Company or developed for the Company by Executive.
Furthermore, Executive shall not use the information, which has been
disclosed to it by the Company or developed for the Company by Executive
for its own purpose or in connection with any work Executive may undertake
for a third party. The obligations under this clause shall survive
termination of this Agreement for any reason.
9. Intellectual Property. Executive acknowledges that the Company shall or
may, in reliance of this agreement, provide employee access to trade
secrets, customers, and other confidential data and good will. Executive
agrees to retain said information as confidential and not to use said
information on his or her behalf or disclose same to any third party
during the period of employment and for a period of one year following
termination of employment and notwithstanding the cause or reason for
termination.
Executive acknowledges that he or she has been employed, in part, for the
purpose of creating ideas and material that are useful for the business of
the Company. Executive further acknowledges that the Company is the owner
of the Intellectual Property rights associated with these ideas and
materials and he or she will sign any assignments necessary to transfer or
confirm the assignment of such ownership.
Executive shall disclose promptly to the Board of Directors, all trade
secrets, confidential information, inventions, designs, copyrightable
works and trademarks ("Intellectual Property") he or she may create,
either by himself or herself, or in cooperation with others, during the
course of his or her employment.
Executive agrees to keep written or electronic records of the Intellectual
Property he or she creates at the office of the Company and further
acknowledges that such records are the property of the Company. Executive
shall not use any Intellectual Property that he or she may create during
the course of his or her employment for any other purpose than company
business, nor shall the undersigned disclose such Intellectual Property at
any time within one year following termination of employment and
notwithstanding the cause or reason for termination.
10. Exclusive Employment. During employment with the Company, (a) Executive
will not do anything to compete with the Company's present or contemplated
business, nor will he plan or organize any competitive business activity
and (b) Executive will not enter into any agreement which conflicts with
his duties or obligations to the Company. Executive will not during his
employment or within one (1) year after it ends, without the Company's
express written consent, solicit or encourage any employee, agent,
independent contractor, supplier, consultant, investor, or alliance
partner to terminate or alter a relationship with the Company.
11. Assignment and Transfer. Executive's rights and obligations under this
Agreement shall not be transferable by assignment or otherwise, and any
purported assignment, transfer or delegation thereof shall be void.
12. Governing Law. This Agreement shall be interpreted and enforced in
accordance with the laws of the state of South Dakota.
13. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid, but if any one or
more of the provisions contained in this Agreement shall be invalid,
illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provisions in every other respect
and of the remaining provisions of this Agreement shall not be in any way
impaired.
14. Entire Agreement. This Agreement (including the equity documentation
referred to herein, and any indemnification agreement between the
Executive and the Company) contains the entire agreement of the parties
with respect to the subject matter contained in this Agreement. There are
no restrictions, promises, covenants, or undertakings between Company and
Executive, other than those expressly set forth in this Agreement. This
Agreement supersedes all prior agreements and understandings between the
parties. This Agreement may not be amended or modified except in writing
executed by the parties.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written.
ADVANCED ID CORPORATION
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Xxxx Xxxxx, Director
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Xxxxxxx Xxxxxxxxxx, Director
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Che Ki Li, Director
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Xxxxxx Xxxxx, Director
