EMPLOYMENT AGREEMENT
THIS
AGREEMENT dated October 15, 2007 (the “Effective Date”).
BETWEEN:
CANADIAN
ZINC CORPORATION., a company duly incorporated under the laws of British
Columbia having its principal offices at Suite 1710 - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
(hereinafter
called the “Company”)
OF THE
FIRST PART
AND:
XXXXXX
RIP, of North Vancouver, BC
(hereinafter
called the “Executive”)
OF THE
SECOND PART
WITNESSES
THAT WHEREAS:
A. The
Company is incorporated under the laws of British Columbia and carries on the
business of mineral exploration;
B. The
Company wishes to employ the Executive as its Vice President, Finance and Chief
Financial Officer; and
C. The
Executive wishes to accept such employment.
NOW THEREFORE in consideration
of the premises and mutual covenants herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
both parties, the parties hereby covenant and agree with each other as
follows:
1. EMPLOYMENT
1.1 Effective
Date. This Agreement shall be effective on the Effective
Date.
1.2 Position
and Term. The Company
agrees to continue to employ the Executive and the Executive agrees to serve the
Company as Vice President, Finance and Chief Financial Officer. The term of this
Agreement and employment is indefinite, but the employment and this Agreement
may be terminated by either party as provided herein.
1.3 Duties
and Reporting. The Executive
shall report to and be directly responsible to the President and Chief Executive
Officer of the Company. The Executive will have the duties and authorities set
out in Schedule “A”, and those commonly associated with the Executive’s office
and such other duties reasonably related thereto as may be assigned by the
Company from time to time. The Executive shall work full-time for the
Company and not engage in any other employment or self-employment without the
written consent of the Company, such consent not to be unreasonably
withheld.
2. COMPENSATION
2.1 Salary. The Company will
pay the Executive an annual salary of (CDN) $144,000.00, less lawful deductions,
payable by equal semi-monthly instalments. For all purposes of this
Agreement, “Salary” means the remuneration described in this section (subject to
adjustment under sub-section below), and does not include any other payments
such as bonuses, share options, benefits, or amounts of a similar
nature.
2.2 Review. The Company will
review the Salary annually and will make any adjustments it determines are
reasonable in the sole opinion of the Company, who shall take into account, but
shall not be limited to considering, the Executive’s performance, the financial
and operating success of the Company in the preceding twelve (12) months and
salaries for comparable positions in the marketplace. The Salary shall not be
reduced, except with the written consent of the Executive.
2.3 Benefits. The Executive
shall be entitled to participate in all Executive benefit programs if and when
the benefits program is implemented and offered to the Company’s executives, in
accordance with and on the terms and conditions generally provided from time to
time by the Company. The Executive agrees that the Company may
substitute or modify the terms of the Benefits on comparable terms and
conditions without notice. All insured benefits shall be governed by
the terms of the insurance policies in force.
2.4 Stock
Options. On or
before October 31, 2007, the Executive shall be granted options to acquire
300,000 shares of common stock of the Company (the “Shares”), provided the
Executive is employed by the Company on the grant date (the “Options”). The
Options shall have a term of five years and shall have an exercise price of
equal to the market price on day of grant. The Option will vest and become
exercisable as to two-thirds of the total number of Shares subject to the Option
on the fourth month anniversary of the Effective Date and thereafter, the Option
will vest and become exercisable as to one-third of the total number of Shares
subject to the Option on the twelfth month anniversary of the Effective Date.
The Options will be subject to the terms of the Company’s standard form of Stock
Option Agreement.
Notwithstanding
the provision of any plan or agreement, but subject to any required approval of
the Toronto Stock Exchange;
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(a)
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upon
the formal proposal or offer of any form of transaction which, if
completed, would constitute a Change of Control (as defined herein) and
under which shares of the Company are to be exchanged or acquired,
including a takeover bid, all granted share options of the Executive which
have not vested shall be deemed to be fully vested and exercisable so as
to permit the Executive, if he so elects, to exercise such options and
participate in the Change of Control transaction in respect of the shares
thereby acquired; and
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(b)
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on
completion of any other form of Change of Control, all granted share
options of the Executive which have not vested shall be deemed to be fully
vested and exercisable.
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2.5 Vacation. The Executive
shall be entitled to 4 weeks’ paid vacation each calendar year, at such time or
times as shall be agreed between the Executive and the
Company. Unused vacation may only be carried over for one year,
unless otherwise agreed. On the fourth anniversary of the Effective date the
Executive shall be entitled to one additional weeks’ paid vacation.
2.6 Professional
Dues and
Development. The
Company will, upon submission of appropriate receipts, reimburse the Executive
for annual professional Chartered Accountant dues. Subject to the Company’s
written approval, the Company will pay the reasonable costs for the Executive to
attend educational or professional conferences which will be of mutual benefit
to the Company and the Executive.
2.7 Expenses. The Executive
shall be reimbursed by the Company for all out-of-pocket expenses actually,
necessarily and properly incurred by the Executive in the discharge of duties
for the Company. The Executive agrees that such reimbursements shall
be due only after the Executive has rendered an itemized expense account showing
all monies actually expended on behalf of the Company and such other information
as may be required and requested by the Company.
3. ADDITIONAL
OBLIGATIONS OF THE EXECUTIVE
3.1 Other
Permitted Activities. The Executive
will not become a director of any other company without the prior consent of the
Company, such consent not to be unreasonably withheld. The Company’s
consent herein shall not permit any appropriation or diversion by the Executive
of any business opportunity coming to the Executive in the Executive’s capacity
as an Executive of the Company or otherwise in the course of the Company’s
business.
3.2 Confidentiality. The Executive
will not, at any time, or in any manner, during the continuance of the
Executive’s employment hereunder or thereafter, divulge any of the confidential
information or secrets of the Company, including confidential information about
mineral properties in which the Company or its affiliates has or is proposing to
acquire an interest (collectively, the “Confidential Information”), to any
person or persons, except as required to carry out the Executive’s duties or if
required to do so by law, without the previous consent in writing of the
Company. During the continuation of the Executive’s employment or thereafter,
the Executive shall not use or attempt to use any Confidential Information which
the Executive may acquire in the course of this employment for the Executive’s
own benefit or that of any other person, directly or indirectly.
3.3 Business
Opportunities. The Executive
agrees to communicate at once to the Company all material business opportunities
which come to the Executive in the course of the Executive’s employment or
otherwise in the course of the Company’s business and to deliver to and assign
ownership of to the Company all inventions and improvements in the nature of the
business of the Company which, in the course of the Company’s business the
Executive may conceive, make or discover, become aware directly or indirectly or
have presented to the Executive and such business opportunities, inventions, and
improvements shall become the exclusive property of the Company without any
obligation on the part of the Company to make any payment for the
same.
4. INDEMNIFICATION
4.1 Definitions. Except as
otherwise expressly provided:
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(a)
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“Associated
Corporation” means a corporation or entity referred to in sub-paragraph
(c)(ii) and (iii);
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(b)
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“Act”
means the Business
Corporations Act (British Columbia), as amended from time to time
or any successor legislation;
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(c)
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the
terms “Director” and “Officer”
include:
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i.
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the
Executive’s service as a director or officer of the
Company;
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ii.
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the
Executive’s service as a director or officer of another
corporation:
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(A)
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at
a time when such corporation is or was an affiliate of the Company as
defined in the Act; or
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(B)
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at
the request of the Company; or
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iii.
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at
the request of the Company, the Executive’s service in a position
equivalent to that of a director or officer of a partnership, trust, joint
venture or other unincorporated
entity;
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(d)
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“Eligible
Penalty” means a judgment, penalty or fine awarded or imposed in, or an
amount paid in settlement of, an Eligible Proceeding (as defined
below);
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(e)
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“Eligible
Proceeding” means a Proceeding in which the Executive, or any of his heirs
and personal or other legal representatives of the Executive, by reason of
the Executive being or having been a Director or Officer of, or holding or
having held a position equivalent to that of a Director or Officer of, the
Company or an Associated
Corporation
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i.
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is
or may be joined as a party; or
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ii.
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is
or may be liable for or in respect of a judgment, penalty or fine in, or
expenses related to, the
proceeding;
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(f)
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the
term “Expenses” includes costs, charges and expenses, including without
limitation legal fees (on a solicitor and his own client basis) and any
other fees incurred (directly or indirectly) in defending an Eligible
Proceeding, but does not include judgment, penalties, fines or amounts
paid in settlement of a proceeding; provided that if the Company itself
has retained a solicitor to act on behalf of the Company, and/or on behalf
of its directors and officers including the Executive, “Expenses” shall
not include separate legal fees incurred by the Executive unless such
separate legal representation of the Executive has been approved by the
Company or there is a clear conflict of interest as between the
Company and the Executive; and
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(g)
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the
term “Proceeding” includes any legal proceeding or investigative action,
whether current, threatened, pending or
completed.
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4.2 Indemnity
of Director or Officer. Subject only to the limitations set forth in
sub-section 4.3, the Company shall, to the full extent permitted by law,
indemnify the Executive against each Eligible Penalty to which the Executive is
or may be liable and, after the final disposition of an Eligible Proceeding,
shall pay the Expenses actually and reasonably incurred by the Executive in
respect of that proceeding.
4.3 Limitations
on Indemnity. Notwithstanding any other provisions of this Agreement, the
Company shall not indemnify the Executive against any Eligible Penalty or pay
any Expenses of the Executive:
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(a)
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if
the indemnity or payment is made under an earlier agreement to indemnify
or pay Expenses and, at the time that the agreement to indemnify or pay
Expenses was made, the Company was prohibited from giving the indemnity or
paying the Expenses by its Notice of Articles or
Articles;
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(b)
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if
the indemnity or payment is made otherwise than under an earlier agreement
to indemnify or pay Expenses and, at the time that the indemnity or
payment is made, the Company is prohibited from giving the indemnity or
paying the Expenses by its Notice of Articles or
Articles;
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(c)
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if,
in relation to the subject matter of an Eligible Proceeding, the Executive
did not act honestly and in good faith with a view to the best interests
of the Company or the Associated Corporation, as the case may
be;
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(d)
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in
the case of an Eligible Proceeding other than a civil proceeding, if the
Executive did not have reasonable grounds for believing that the
Executive's conduct in respect of which the proceeding was brought was
lawful; or
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(e)
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if
the Company is prohibited by the Act or any applicable law from making
such payments.
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4.4 Advance
Payment of Expenses. Notwithstanding the provisions of sub-section 4.2
and subject to the provisions set forth in sub-section 4.3 the Company shall
pay, as they are incurred in advance of the final disposition of an Eligible
Proceeding, Expenses actually and reasonably incurred by an Executive in respect
of that proceeding. The Executive hereby agrees and undertakes to repay to the
Company such amounts advanced if it is ultimately determined that the Executive
is not entitled to be indemnified by the Company pursuant to sub-section
4.3.
4.5 Mandatory
Payment of Expenses. The Company shall, after the final disposition of an
Eligible Proceeding, pay the Expenses actually and reasonably incurred by the
Executive in respect of that proceeding if the Executive:
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(a)
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has
not been reimbursed for those Expenses,
and
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(b)
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is
wholly successful, on the merits or otherwise, in the outcome of the
Eligible Proceeding or is substantially successful on the merits in the
outcome of the Eligible Proceeding.
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4.6 Indemnification
Hereunder Not Exclusive. Nothing herein shall be deemed to diminish or
otherwise restrict the Executive’s right to indemnification under any provision
of the Notice of Articles or Articles of the Company or under applicable
corporate law.
4.7 Continuation
of Indemnification. The indemnification under this Agreement shall
continue as to the Executive even though the Executive may have ceased to be a
Director or Officer and shall enure to the benefit of the heirs and personal
representatives of the Executive.
4.8 Coverage
of Indemnification. The indemnification under this Agreement shall cover
the Executive’s service as a Director or Officer after the date of the
Agreement.
5. TERMINATION
5.1 Resignation. The Executive may
terminate this Agreement without Good Cause by giving the Company 2 months’
advance written notice, in which event, subject to section 5.4, the
Executive shall not be entitled to any severance payment, but shall be entitled
to receive Salary and vacation pay earned to the date of termination and payment
of any reimbursable expenses.
5.2 Termination
Without Cause. The Company may
terminate this Agreement and the employment of the Executive without cause at
any time by notice in writing stating the last day of employment (the
“Termination Date”), in which events the Company shall be obligated to provide
the Executive, on the Termination Date, an amount equal to:
(a) 3
months Salary, as at that date, if the Executive has been employed with the
Company for 12 months or less; or
(b) 6
months Salary, as at that date, if the Executive has been employed with the
Company for more than 12 months and less than 48
months; or
(c) 12
months Salary, as at that date, if the Executive has been employed with the
Company for more than 48 months,
less
lawful deductions. The Executive may direct the Company to pay the amounts above
in a lump sum or in instalments on regular paydays of the Company.
The
compensation and benefits set out in this sub-section shall be collectively
referred to as the “Severance”.
5.3 Termination
for Cause. The
Company may at any time terminate the employment of the Executive and this
Agreement for cause. Without limiting the generality of the foregoing, cause
shall include but not be limited to:
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(a)
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any
act of fraud or material
dishonesty;
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(b)
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wilful
neglect of duties to a material
degree;
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(c)
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personal
conduct on the Executive’s part which is of such a serious and substantial
nature that it will injure the reputation of the Employer if the Executive
was retained as an Executive;
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(d)
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if
the conduct of the Executive is determined by the Company, which
determination shall be made in a bona fide and reasonable manner, to be
detrimental to the business of the Company and if the Executive persists
in such conduct after being informed of the Company’s determination;
or
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(e)
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any
and all commissions or other conduct which would constitute just cause at
law, in addition to the specified causes noted
above.
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In such
event, the Executive shall not be entitled to any Severance, compensation or
notice, but shall be entitled to receive the Salary and vacation pay earned to
the termination date and payment of any reimbursable expenses.
5.4 Termination
After a Change of Control. Notwithstanding any other
provision in this Agreement, if within 12 months following a Change of Control
of the Company (as defined below), the Executive’s employment is terminated by
the Company without cause at any time within 12 months after a Change of
Control, he will receive in addition to any Severance, an amount equal to 6
months Salary as at that date, less lawful deductions; provided that a
significant change in the the Executive duties and responsibilities so as to
materially adversely change the nature of the Executives employment and position
with the Company (other than a change in job title) arising without the consent
of the Executive at any time within 12 months following a Change of Control will
be deemed to be constructive termination without cause.
5.5 Change of
Control Defined: For all purposes
of this Agreement, “Change of Control” means:
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(a)
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the
acquisition, directly or indirectly, by any person or group of persons
acting jointly or in concert, as such terms are defined in the Securities Act, British
Columbia, of common shares of the Company which, when added to all other
common shares of the Company at the time held directly or indirectly by
such person or persons acting jointly or in concert, constitutes for the
first time in the aggregate 20% or more of the outstanding common shares
of the Company and such shareholding exceeds the collective shareholding
of the current directors of the Company, excluding any directors acting in
concert with the acquiring party; provided that the acquisition in the
aggregate of 20% or more of the outstanding common shares of the Company
by institutional investors or managed funds or accounts held
for investment purposes only shall not constitute a Change of Control so
long as said investors, funds or accounts do not take or attempt to take
an active role in the management or direction of the Company;
or
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(b)
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the
removal, by extraordinary resolution of the shareholders of the Company,
of more than 51% of the then incumbent Board of the Company, or the
election of a majority of Board members to the Company’s board who were
not nominees of the Company’s incumbent board at the time immediately
preceding such election; or
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(c)
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the
consummation of a reorganization, plan of arrangement, merger or other
transaction which has substantially the same effect as (a) or b)
above.
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5.6 No
Mitigation. The Executive
shall not be required to mitigate the amount of any payments provided for in
sub-sections 5.2 or 5.4 by seeking other employment or otherwise, nor shall the
amount of any payment provided for in this section be reduced by any
compensation earned by the Executive as the result of employment by another
employer after the date of termination, or otherwise.
5.7 Benefit
Termination. If the Executive’s
employment under this Agreement terminates under this section 5, the Company
shall not be required to provide continuation of any benefit coverage which may
be in place beyond the termination date and the Employer will not be liable for
any losses that may be suffered by the Executive as a result of his
ineligibility for benefit coverage.
5.8 Satisfaction. The Executive
acknowledges and agrees that the payments provided in sub-sections 5.2 and 5.4
of this Agreement are inclusive of any compensation or payments, including, but
not limited to, benefits, notice and pay in lieu of notice or severance payments
to which the Executive may be entitled under any employment legislation or
otherwise at law. However, the Executive shall receive, in addition to any
amounts specified in that sections 5.2 or 5.4, all Salary and accrued vacation
earned to the date of the Termination Date and reimbursement for all appropriate
expenses incurred on behalf of the Company.
5.9 Return of
Property. On the cessation
of employment for any reason, the Executive agrees to deliver to the Company
(without retaining any copies) all documents, financial statements, records,
plans, drawings, papers and electronic data of every nature, in any way relating
to the affairs of the Company which are in the Executive’s possession or
control.
5.10 Right to
Deduct. The Company shall
have the right to offset any money properly due by the Executive to the Company
against any amounts payable by the Company to the Executive under this
Agreement.
5.11 Options
on Resignation. If permitted by applicable laws and regulatory
authorities (which consent the Company will attempt to obtain but without
warranty that such consent is obtainable) all stock option agreements between
the Company and the Executive will provide that share options vested at the
effective date of resignation under section 5.1 by the Executive may be exercised at any time and
from time to time within 90 days after such date.
5.12 Incapacity. If the Executive
becomes:
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(a)
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temporarily
disabled before termination of his employment hereunder, the Company will
pay the Executive his Salary and Benefits to which he is otherwise
entitled pursuant to his employment provided the Executive exercises
reasonable efforts to return to employment as soon as practicable until
such time as the Executive is eligible for Long Term Disability Benefits,
or
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(b)
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permanently
disabled (which shall refer to any disability resulting in the Executive
being unable to perform substantially all his employment duties for more
than 120 consecutive days or more than 120 days in any calendar
year),
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the
Company may forthwith terminate the Executive’s employment, and the Executive
will thereafter be paid (by the Company or by a corporation entitled to issue
annuity contracts engaged by the Company), for the one-year period commencing on
such termination, on the last business day of each month following the date of
termination of the employment, an amount equal to one-twelfth of the Executive’s
Salary at the time of such termination. Such payments shall be in lieu of all
amounts otherwise payable to the Executive, including under section 5.2 above.
6. SUCCESSORS
OR ASSIGNS
6.1 Successors. This Agreement
shall enure to the benefit of and be binding upon and shall be enforceable by
the Company and the successors and assigns of the Company. The
Company will require any successor (whether direct or indirect, by purchase,
amalgamation, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume liability, jointly and severally
with the Company for the performance by the Company of its obligations under
this Agreement.
6.2 Assignment. The Company shall
be entitled to assign this agreement without the Executive’s consent to any
affiliate of the Company (as defined in the B.C. Business Corporations Act) on
written notice to the Executive, provided there is no material change to the
Executive’s terms of employment. The Company shall remain jointly and
severally liable to the Executive with such assignee. The Executive
shall not be entitled to assign, pledge or grant a security interest in any
obligation of the Company to make payment hereunder.
6.3 Benefit
Binding. This Agreement
shall enure to the benefit of, shall be binding upon, and shall be enforceable
by the Executive’s legal representatives, executors, administrator, successors,
heirs, distributees, devisees and legatees. If the Executive dies
while any amounts are still payable to the Executive under this Agreement, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to such legal representatives, executors,
administrator, successors, heirs, distributees, devisees and legatees or to the
Executive’s estate.
7. MISCELLANEOUS
7.1 Applicable
Laws. This Agreement
and the employment of the Executive shall be governed, interpreted, construed
and enforced according to the laws of the Province of British Columbia and the
laws of Canada applicable therein.
7.2 Time. Time shall be of
the essence of this Agreement.
7.3 Consideration. The parties acknowledge and
agree that this Agreement has been executed by each of them in consideration of
the mutual premises and covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged.
The parties waive any and all defences relating to an alleged failure or lack of
consideration in connection with this Agreement.
7.4 Entire
Agreement. This Agreement
represents the entire Agreement between the Executive and the Company concerning
the subject matter hereof and supersedes any previous oral or written
communications, representations, understandings or agreements with the Company
or any officer or agent thereof. This Agreement may only be amended
or modified in writing signed by the parties.
7.5 Notices. Any notice,
acceptance or other document required or permitted hereunder shall be considered
and deemed to have been duly given if delivered by hand or mailed by postage
prepaid and addressed to the party for whom it is intended at the party’s
address above or to such other address as the party may specify in writing to
the other, or in the case of the Executive to the residential address of the
Executive as recorded on the Company’s files, and shall be deemed to have been
received if delivered, on the date of delivery, and if mailed as aforesaid, then
on the second business day following the date of mailing thereof, provided that
if there shall be at the time of mailing or within two business days thereof a
strike, slowdown or other labour dispute which might affect delivery of notice
by the mails, then the notice shall only be effective if actually
delivered.
7.6 Waiver. The waiver by the
Executive or by the Company of a breach of any provision of this Agreement by
the Company or by the Executive shall not operate or be construed as a waiver of
any subsequent breach by the Company or by the Executive.
IN
WITNESS WHEREOF the parties have executed this Agreement on September 17,
2007.
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The
Corporate Seal of Canadian Zinc Corporation was hereunto affixed in the
presence of:
/s/ Xxxx
Xxxxxx
Authorized
Signatory
Authorized
Signatory
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)
)
)
)
) c/s
)
)
)
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SIGNED,
SEALED AND DELIVERED by Xxxxxx Rip in the presence of:
/s/ Xxxxx
XxxXxxxxx
Name
North Vancouver,
BC
Address
Chartered
Accountant
Occupation
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)
)
)
)
)
)
) /s/ Xxxxxx Rip
) XXXXXX
RIP
)
)
)
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General/004129.001/161974.1
SCHEDULE
“A”
Highlights
(but not limited to) Executive Duties and Responsibilities usually performed by
the Vice President, Finance and Chief Financial Officer:
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(a)
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prepare
Annual U.S. GAAP financial statements and manage audit at year
end;
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(b)
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prepare
interim financial statements and
MD&A;
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(c)
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evaluate,
assess, document and develop internal control
systems;
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(d)
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evaluate,
assess, document and develop internal controls systems and provide
conclusions, recommendations for U.S. Securities and Exchange
Commission compliance
[Xxxxxxxx-Xxxxx];
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(e)
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prepare
the Annual Information Form (AIF);
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(f)
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prepare
the Form 20-F;
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(g)
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prepare
Annual Budget and updates as
required;
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(h)
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Cash
Management, Control and Reporting
Systems;
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(i)
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assist
the Company with project or acquisition evaluation and
assessment;
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(j)
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assist
the Company in whatever other matters that need to be addressed, to the
best of his ability;
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(k)
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attend
Board meetings as required; and
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(l)
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keep
the Board members informed of O.S.C., U.S. SEC and BCSC regulatory
updates.
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General/004129.001/161974.1
