Exhibit 10.16
Cypost Corporation
Xxxxx 000
000 Xxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx, X.X.
X0X 0X0
October 5, 1999
Xxxxxx Xxxxx
Dear Sir:
Re: Employment Contract
The following are the terms and conditions upon which CyPost Corporation (the
Company") or its subsidiary is prepared to employ you and upon which you have
agreed to be employed with the Company. By signing this letter agreement you
accept the following terms and conditions:
1. Work Duties
You will carry out the duties and responsibilities of the position of
"Operations Manager of Canadian ISP Division" of the Company. In such
capacity, your duties shall also include:
a) the authority to enter into equipment leasing agreement,
land lease and to make purchases of hardware, or software
required to operate Netrover Inc. and Netrover Office Inc.
("Netrover"), up to a maximum amount of $50,000.00, for any
single order or lease. Any purchase or lease greater than
this specified amount (exclusive of applicable taxes) will
require the pre-approval from an authorized officer of the
Company. The maximum amount stated herein will be reviewed
on an annual basis, and may be subject to adjustment, which
will be communicated to you in writing.
b) to determine whether to maintain, repair or upgrade existing
equipment in order to ensure Netrover's ability to compete
in the ISP market, and to meet the needs of Netrover's
customers.
c) you will be indemnified by the Company and by Netrover, in
the event of any third party claim instituted against you
white in the execution of your duties.
d) to execute non-disclosure and/or confidentiality agreements
when requested to do so by software developers or software
companies.
e) accounts supported by expense statements, may be paid
through your personal Visa;
/s/CW
/s/RA
f) to hire or dismiss Netrover staff as and when is reasonably
required in order to ensure and maintain an appropriate
level of service to Netrover's customers.
g) to determine and grant reasonable annual pay increases to
Netrover staff, up to a maximum of 5% of annual income
(exclusive of bonuses) per Netrover staff employee during
Netrover's fiscal year. Any pay increase sought in excess of
this amount will require the pre-approval from the
Officer(s) of the Company.
h) Term of Employment
The Company will employ you for a three (3) year period,
starting October 5, 1999 and ending October 4, 2002,
provided that this agreement shall be automatically renewed
for successive terms on a year to year basis unless notice
of non-renewal is effected by either party with written
notice of non-renewal at least 90 days prior to the expiry
of the then applicable term of this agreement, in which case
this agreement will expire on the last day of such term.
i) Salary and Benefits
a) Subject to the other terms and conditions of this
agreement, the Company agrees to pay to you a base
salary of $70,000.00 per annum, subject to such
annual increases as the Company determines to be
effective on the anniversary of each year of this
agreement.
b) In addition to your base salary, the Company will
review with you during January of every year, the
previous fiscal year's performance to determine
the Company's award of a bonus to you, if any.
c) You shall be entitled to participate in a
Company-wide stock option plan as may be
instituted by the Company.
j) Vacation
a) You will be entitled to paid vacation of four (4)
weeks per calendar year provided that no more than
two (2) weeks may be taken consecutively.
b) Your vacation will not be cumulative from year to
year, nor will you be paid in lieu of vacation not
taken in a year.
k) Health, Retirement and Welfare Benefits
a) The Company will pay the premiums for existing
medical and other benefit plans as altered,
amended, introduced or discontinued from time to
time by the Company or its carrier(s). Policy
documents govern benefit entitlement.
/s/CW
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l) Expenses
In accordance with policies formulated by the Company from
time to time, and with particulars special to your
employment, if any, specified in Schedule A, you will be
reimbursed for all reasonable travelling and other expenses
actually and properly incurred by you in connection with the
performance of your duties and functions. For all such
expenses, you will be required to keep proper accounts and
to furnish statements and vouchers to the Company within 30
days after the date the expenses are incurred.
m) Service to the Company
a) During the term of your employment by the Company,
unless otherwise authorized in writing by the
Company, you will well and faithfully serve the
Company, promote its interests and devote the
whole of your working time, attention and energy
to the business and the affairs of the Company as
"Operations Manager of Canadian ISP Division".
n) Confidentiality
All business and trade secrets and confidential information
and knowledge which you may acquire during the continuance
of your employment with the Company related to the business
and the affairs of the Company (collectively the
"Confidential Information"), will for all purposes and at
all times, both during the continuance of your employment
and at all times thereafter, be held by you in trust for the
exclusive benefit of the Company. Neither during the term of
your employment nor at any time thereafter shall you
disclose to any corporation, firm or person other than the
Company, any of the Confidential Information of the Company,
nor will you use for any purposes other than those expressly
authorized by the Company any such Confidential Information.
This paragraph does not apply to any information which would
he found in the public domain.
o) Termination
a) In the event of cause, the Company may terminate
your employment at any time without notice. For
the purposes of this agreement, cause is limited
to your death or serious incapacity, your
conviction of a felony offence or where you have
been guilty of serious misconduct of duty, conduct
incompatible with your duties or prejudicial to
the Company's business or wilful disobedience of
the Company's orders in a matter of substance.
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b) In the absence of cause, the following resignation
and termination provisions apply:
a) you may resign your employment on giving
the Company ninety (90) days' prior
written notice of the effective date of
your resignation.
b) the Company may terminate your
employment, in which case, you will
receive __ twelve (12) months base
salary as severance, together with any
bonuses which will have accrued and
earned prior to the date of termination
as provided for in sub-paragraph 3.2
herein, computed pro-rata up to
including the date of termination.
p) Post Termination restrictions
Xxx Xxxxx will not compete, directly or indirectly, with
CyPost Corporation, NetRover Inc. and NetRover Office Inc.
in the City of Toronto and within a radius of 120 kilometres
of the surrounding area for a period of three years from
October 5, 1999 or the date of which the employment
contracts are terminated, whichever date is the later.
q) Law of the Contract
Any dispute relating to the terms of this employment
agreement will be resolved pursuant to the laws of the
Province of Ontario.
If you are prepared to accept employment with the Company on the foregoing
terms, kindly confirm your acceptance and agreement by signing the enclosed
duplicate copy of this letter where indicated and return one copy to us.
We ask you to fully consider all of the above terms and to obtain any advice you
feel is necessary, including legal advice, before you execute this agreement. We
will not accept delivery of this agreement from you today to ensure that you
have the opportunity to consider these terms and seek advice. If you arc not
agreeable to the terms as set out herein, kindly advise us within one week.
Yours very truly,
CyPost Corporation
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, Director Strategic Growth
/s/CW
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ACCEPTED AND AGREED TO THIS 5th DAY OF OCTOBER, 1999. I HAVE READ AND UNDERSTAND
THE TERMS AND CONDITIONS OF EMPLOYMENT SET OUT IN THIS LETTER AGREEMENT. I HAVE
BEEN GIVEN FULL OPPORTUNITY TO CONSULT LEGAL ADVISORS OF MY CHOOSING.
/s/ Xxxxxx Xxxxx
Xxx Xxxxx
/s/CW
/s/RA
