EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT dated as of NOVEMBER 1ST, 2000 ("Agreement Date") is between
SoftQuad Software Inc. (the "Company") and Xxxxx Xxxxxx (the "Executive")
WHEREAS the Company wishes to employ the Executive on the terms and conditions
set out below and the Executive wishes to be so employed by the Company.
NOW THEREFORE for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
ARTICLE I: TERM
1.1 EMPLOYMENT. The Company shall employ the Executive and the Executive shall
perform services on behalf of the Company as its employee as provided
herein during the Term (as hereinafter defined).
1.2 TERM. Subject to the terms and conditions hereinafter set forth, the period
of active employment (the "Employment Period") shall begin on November 1st,
2000 (the "Employment Start Date") and shall be for an indefinite period,
subject to the first occurrence of the following:
(a) the termination of the Executive's employment by the Company for cause
as provided in Section 6.1 hereof;
(b) the resignation of employment by the Executive pursuant to Section 6.2
hereof; or,
c) the termination of this Employment Agreement pursuant to either
Sections 6.3 or 6.4 hereof.
ARTICLE II: RESPONSIBILITIES
2.1 TITLE AND DUTIES. Executive shall be employed as the Chief Scientist and
shall report to Xxxxxxx Xxxxxxxxxxx (C.E.O.). Executive's duties shall
include __________________________________________________________________
_________________________________________________________________________
(the "Duties").
2.2 FULL TIME AND ATTENTION. The Executive shall devote full time and attention
to the Executive's Duties hereunder, provided, however, that the Executive
may manage his/her own personal affairs and may serve as a member of the
board of directors of other companies and be compensated accordingly,
provided that such membership is not adverse to the interests of the
Company and in no way interferes with the Duties.
ARTICLE III: COMPENSATION AND BENEFITS
3.1 BASE SALARY COMPENSATION. The base salary rate ("Base Salary") of the
Executive shall be One Hundred and thirty thousand dollars (U.S.)$130,000
per year for the first twelve months of this Agreement. The Base Salary
shall be payable monthly in arrears. The Company may withhold from any
amounts payable under this Agreement such federal, state or local taxes and
other statutory remittances as shall be required by law to be so withheld.
Executive shall be entitled to a performance review by Executive's
immediate superior on the twelfth (12) month anniversary of the Employment
Start Date and a determination will be made at that time by Executive's
immediate superior, acting reasonably, whether or not to adjust the Base
Salary; provided, however, that if the Executive is an executive officer of
the Company, such determination shall not take effect until ratified by the
Board of Directors of the Company.
3.2 ANNUAL BONUS. In addition to your Base Salary, you may also be entitled to
an annual bonus up to a maximum amount (the "Maximum Bonus Amount") and
based on the attainment of certain performance goals, both of which shall
be established annually by the Compensation Committee of the Board of
Directors, with participation by you and your supervisor, and identified in
Schedule "B," attached and incorporated by reference to this Agreement (the
"Annual Bonus"). Performance goals for each calendar year shall be
established by no later than the end of the first quarter of each fiscal
year during the Employment Period. The Annual Bonus for a given year shall
be paid in a lump sum on November 15th following the fiscal year in which
it was earned. The Annual Bonus shall be prorated for any partial calendar
year of employment.
3.3 STOCK OPTIONS. In accordance with this Agreement and previous agreements
between SoftQuad and Executive, Executive was granted certain options to
purchase Company common shares with a purchase price and vest schedule as
set out in this section 3.3 below (the "Options"). Executive may exercise
such Options in accordance with the terms and conditions of the Company's
Stock Option Plan as the same may exist from time to time and on terms and
conditions outlined in the attached Option Agreement.
NUMBER OF OPTIONS STRIKE PRICE DATE GRANTED VESTING
----------------- ------------ ------------ -------
233,330 Cdn.$.0002 November 16th, 1998 1/3 of total Number in each of 3 years from date of Grant
100,000 Cdn.$.01 December 16th, 1999 1/3 of total Number in each of 3 years from date of Grant
50,000 U.S.$.1.44 February 25th, 2000 1/3 of total Number in each of 3 years from date of Grant
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CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT PAGE 1 OF 8
3.4 EXECUTIVE EMPLOYMENT BENEFITS. During the period of employment, Company
shall reimburse Executive for all reasonable expenses which are incurred by
Executive on behalf of Company or any affiliate or subsidiary thereof.
Expenses will only be reimbursed if proven by receipts submitted in
accordance with the Company's expense reimbursement policy, as the same may
exist from time to time In addition. Company shall also provide Executive
with any benefits which Company normally provides to other employees at a
comparable level as Executive, including medical, dental, life, and
disability insurance for the Executive during the Term and in accordance
with the employee benefit plans and policies maintained by the Company and
in force from time to time (collectively, the "Benefits").
3.5 VACATION. The Executive is entitled to take Four (4) weeks paid vacation
per calendar year in accordance with the Company's policies and practices
in effect at the relevant time for senior executives and subject to the
needs of the Company.
ARTICLE IV: CONFIDENTIALITY AND NON-COMPETITION
4.1 NON-SOLICITATION. The Executive agrees that during the Employment Period
and for a period of one year thereafter, neither the Executive nor any
entity or person with whom the Executive is at the time associated, related
or affiliated shall, directly or indirectly, solicit, hire, entice away or
in any other manner persuade or attempt to persuade any officer, employee,
agent, supplier or customer of the business conducted by the Company to
discontinue or alter his, her or its relationship with the Company. For
greater certainty, the "Non-Solicitation Period" means a period beginning
on the Employment Start Date and ending one year after the end of the
Employment Period.
4.2 NON-COMPETITION. The Executive agrees that during the Employment Period and
during any "Severance Period" thereafter (collectively known herein as the
"Non-Competition Period"), the Executive shall not directly or indirectly,
engage in or become associated with a Competitive Activity (as hereinafter
defined) or solicit, hire or take-away any employee of Company for
involvement in any Competitive Activity; or accept employment with any
Competitive Activity to perform work for a customer or partner which is in
competition with the services provided by Company. For greater certainty,
"Competitive Activity" shall mean any organization or other endeavour which
is engaged in the business of developing software which (i) creates
documents in extensible markup language (XML) format or (ii) manages
catalogues in XML format. Executive shall be considered to have become
associated with a Competitive Activity if the Executive becomes an owner,
employee, officer, director, independent contractor, agent, partner,
advisor, or in any other capacity calling for the rendition of the
Executive's personal services, with any individual, partnership,
corporation or other organization that is engaged in a Competitive
Activity. Notwithstanding the foregoing, the Executive may (i) become an
employee or independent contractor to a business, only part of which is
engaged in a Competitive Activity, so long as Executive's services to be
rendered in such employment or consultancy relationship are performed for a
discrete portion of the business that is not engaged in the Competitive
Activity and Executive's services are unrelated to the Competitive
Activity; and (ii) make and retain investments during the Employment Period
and thereafter in not more than two percent of the equity of any entity
engaged in a Competitive Activity, if such equity is listed on a national
securities exchange or regularly traded in an over-the-counter market.
4.3 CONFIDENTIALITY. Except in the normal and proper course of the Executive's
duties hereunder, the Executive will not use for the Executive's own
account or disclose to anyone else, during or after the Employment Period,
any confidential or proprietary information or material relating to the
Company's operations or business which the Executive obtains from the
Company or its officers or employees, agents, suppliers or customers or
otherwise by virtue of the Executive's employment by the Company or by the
Company's predecessor. Confidential or proprietary information or material
includes, without limitation, the following types of information or
material, both existing and contemplated, regarding the Company or its
parent, affiliated or subsidiary companies: contractual licensing
arrangements, plans, strategies, tactics, policies, resolutions, patents,
trade-marks and trade names or applications thereof; information concerning
suppliers; marketing information, including sales, investment and product
plans, customer lists, strategies, methods, customers, prospects and market
research data; financial information, including cost and performance data,
debt arrangements, equity structure, investors and holdings; operational
and scientific information, including trade secrets; technical information,
including technical drawings and designs; and personnel information,
including personnel lists, resumes, personnel data, organizational
structure and performance evaluations (the "Confidential Information").
4.4 RETURN OF PROPERTY AND DOCUMENTS. The Executive agrees that all property
and documents (including, without limitation, hardware, software and
information in machine-readable form) of any nature pertaining to
activities of the Company and to any of its affiliated, related, associated
or subsidiary companies, including Confidential Information, in the
Executive's possession now or at any time during the Employment Period, are
and shall be the property of the Company and its affiliated, related,
associated or subsidiary companies, and that all such property and
documents and all copies of documents shall be surrendered to the Company
whenever requested by the Company.
4.5 OWNERSHIP OF INVENTIONS. The Executive agrees to execute and deliver to the
Company the assignment attached as Schedule A.
4.6 INJUNCTIVE RELIEF. Executive acknowledges that the restrictions contained
in this Article IV are reasonable and necessary for the protection of the
business of Company and that Company would not have entered into this
Agreement without such restrictions being agreed to. Executive further
acknowledges that Executive's services are special, unique, unusual,
extraordinary and of an intellectual character giving them a peculiar
value, the loss of which cannot be reasonably or adequately compensated in
damages in an action at law. Accordingly, in the event of any breach of
Article IV of this Agreement by Executive, the Company shall be entitled to
equitable relief by way of injunction or otherwise in addition to any
damages which the Company may be entitled to recover. In addition, the
Company shall be entitled to reimbursement from Executive, upon request, of
any and all reasonable attorneys' fees and expenses incurred by it in
enforcing any term or provision of Article IV of this Agreement.
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CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT PAGE 2 OF 8
ARTICLE V: REPRESENTATIONS AND WARRANTIES
5.1 REPRESENTATIONS AND WARRANTIES. The Executive represents and warrants to
the Company that the execution and performance of this Agreement will not
result in or constitute a default, breach, or violation, or an event that,
with notice or lapse of time or both, would be a default, breach, or
violation, of any understanding, agreement or commitment, written or oral,
express or implied, to which the Executive is a party or by which the
Executive or the Executive's property is bound. The Executive shall defend,
indemnify and hold the Company harmless from any liability, expense or
claim (including attorneys' fees incurred in respect thereof) by any person
in any way arising out of, relating to, or in connection with any
incorrectness of breach of the representations and warranties in this
Section 5.1. The Executive acknowledges that a breach of this Article by
the Executive shall entitle the Company to terminate the Executive's
employment and this Agreement for cause.
ARTICLE VI: TERMINATION AND RESIGNATION
6.1 TERMINATION FOR CAUSE. The Company may immediately terminate this Agreement
at any time for cause by written notice to the Executive. If the Company
terminates this Agreement for cause under this Section 6.1, the Company
shall have no further obligations or responsibilities hereunder to the
Executive, except for (a) payment of any Base Salary due and owing at the
time of termination pursuant to Section 3.1; and (b) payment of any unpaid
and accrued vacation pay.
6.2 RESIGNATION BY EXECUTIVE. The Executive shall give the Company not less
than 60 days written notice of the resignation of the Executive's
employment hereunder. If the Executive resigns and terminates this
Agreement for any reason, the Company shall have no further obligations or
responsibilities hereunder to the Executive, except for (a) payment of any
Base Salary due and owing at the time of termination pursuant to Section
3.1; and (b) payment of any unpaid and accrued vacation pay. Nothing herein
contained shall be construed to limit or restrict in any way the Company's
ability to pursue any remedies it may have at law or equity pursuant to the
provisions of this Agreement.
6.3 TERMINATION UPON DISABILITY OR DEATH. The Company may terminate this
Agreement at any time upon a physical or mental disability rendering the
Executive unable to perform the essential functions of the job with
reasonable accommodation by Company upon: (a) notice of termination or
payment in lieu of such notice, both of which shall be in an amount equal
to three months Base Salary plus an additional one (1) month Base Salary
per year of completed employment hereunder; (b) payment of any unpaid and
accrued vacation pay; and (c) payment of any portion of earned, yet unpaid
Annual Bonus. Upon the death of the Executive, this Agreement shall
terminate. The Company shall pay the estate of the Executive (a) in an
amount equal to three months Base Salary plus an additional one (1) month
Base Salary per year of completed employment hereunder; (b) payment of any
unpaid and accrued vacation pay; and (c) payment of any portion of earned,
yet unpaid Annual Bonus. Any salary payments required hereunder shall be
based upon the Executive's Base Salary provided for in Section 3.1 hereof.
6.4 TERMINATION WITHOUT CAUSE. The Company may terminate this Agreement at any
time without cause by providing the Executive with Three hundred and
Sixty-five (365) days notice of termination or continuation of payment of
Base Salary in lieu thereof for twelve (12) months (the "Severance Period")
plus payment of any accrued but unpaid vacation pay and prorated earned
Annual Bonus. Any salary payments required hereunder shall be based upon
the Executive's Base Salary provided for in Section 3.1 hereof. Upon
termination of employment by the Company without cause, unvested Options
which have been granted by the Company to Executive, pursuant to Section
3.3 herein which would otherwise vest within the Severance Period shall
immediately vest in Executive. Executive may exercise any or all of such
Options, plus any Options which had vested prior to Termination without
Cause within 90 days of the date of such termination. All eligible Options
which are not exercised within 90 days of the date of termination shall
expire and Executive shall have no further rights with respect thereto.
6.5 BENEFITS ON TERMINATION.
If this Agreement is terminated in accordance with Sections 6.3 and 6.4,
the Benefits provided to the Executive pursuant to Section 3.4 shall
continue following such termination of this Agreement for the Severance
Period or until the Executive commences comparable employment with another
employer, whichever should first occur.
6.6 RESULTS OF TERMINATION. Upon termination or resignation of the Executive's
employment pursuant to this Section 6, this Agreement and the employment of
the Executive shall be wholly terminated with the exception of the clauses
specifically contemplated to continue in full force and effect beyond the
termination of this Agreement, including those set out in Article 4.
ARTICLE VII: ARBITRATION
7.1 ARBITRABLE CLAIMS. To the fullest extent permitted by law and except as
otherwise permitted by Section 4.6, all disputes between Executive (and his
attorneys, successors, and assigns) and Company (and its affiliates,
shareholders, directors, officers, employees, agents, successors,
attorneys, and assigns) relating in any manner whatsoever to the employment
or termination of Executive, including, without limitation, all disputes
arising out of or related to this Agreement, ("Arbitrable Claims") shall be
resolved by arbitration. All persons and entities specified in the
preceding sentence (other than Company and Executive) shall be considered
third-party beneficiaries of the rights and obligations created by this
Section on Arbitration. Arbitrable Claims shall include, but are not
limited to, contract (express or implied) and tort claims of all kinds, as
well as all claims based on any federal, state, or local law, statute, or
regulation, excepting only claims under applicable workers' compensation
law and unemployment insurance claims. By way of example and not in
limitation of the foregoing, Arbitrable Claims shall include (to the
fullest extent permitted by law) any claims arising under Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act and the
Americans with Disabilities Act, as well as any claims asserting wrongful
termination, harassment, breach of contract, breach of the covenant of good
faith and
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CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT PAGE 3 OF 8
fair dealing, negligent or intentional infliction of emotional distress,
negligent or intentional misrepresentation, negligent or intentional
interference with contract or prospective economic advantage, defamation,
invasion of privacy, and claims related to disability.
7.2 PROCEDURE. Arbitration of Arbitrable Claims shall be in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association, as amended ("AAA Employment Rules"), as augmented
in this Agreement. Arbitration shall be initiated as provided by the AAA
Employment Rules, although the written notice to the other party initiating
arbitration shall also include a statement of the claim(s) asserted and the
facts upon which the claim(s) are based. Arbitration shall result in a
written decision setting forth the essential findings and conclusions. Such
a written arbitration award shall be final and binding upon the parties and
shall be the exclusive remedy for all Arbitrable Claims, subject to the
limited judicial review, if any, required by law to be permitted. Either
party may bring an action in court to compel arbitration under this
Agreement and to enforce an arbitration award. Otherwise, neither party
shall initiate or prosecute any lawsuit or administrative action in any way
related to any Arbitrable Claim. All arbitration hearings under this
Agreement shall be conducted in Xxxxxxx, Xxxxxxx. THE PARTIES HEREBY WAIVE
ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE OR
NON-ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY
JURY AS TO THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE
AGREEMENT TO ARBITRATE.
7.3 ARBITRATOR SELECTION AND AUTHORITY. All disputes involving Arbitrable
Claims shall be decided by a single arbitrator. The arbitrator shall be
selected by mutual agreement of the parties within thirty (30) days of the
effective date of the notice initiating the arbitration. If the parties
cannot agree on an arbitrator, then the complaining party shall notify the
AAA and request selection of an arbitrator in accordance with the AAA
Employment Rules. The arbitrator shall have only such authority to award
equitable relief, damages, costs, and fees as a court would have for the
particular claim(s) asserted. The fees of the arbitrator and any other fees
or costs unique to arbitration shall be paid by the Company. The arbitrator
shall have exclusive authority to resolve all Arbitrable Claims.
7.4 CONFIDENTIALITY. All proceedings and all documents prepared in connection
with any Arbitrable Claim shall be confidential and, unless otherwise
required by law, the subject matter thereof shall not be disclosed to any
person other than the parties to the proceedings, their counsel, witnesses
and experts, the arbitrator, and, if involved, the court and court staff.
All documents filed with the arbitrator or with a court shall be filed
under seal. The parties shall stipulate to all arbitration and court orders
necessary to effectuate fully the provisions of this subsection concerning
confidentiality.
7.5 CONTINUING OBLIGATIONS. The rights and obligations of Executive and Company
set forth in this Section on Arbitration shall survive the termination of
Executive's employment and/or the termination of this Agreement.
7.6 ATTORNEYS' FEES. In any legal action, arbitration, or other proceeding
brought to enforce or interpret the terms of this Agreement, the losing
party shall bear reasonable attorneys' fees and costs of the prevailing
party, unless another apportionment of such fees and/or costs is required
by law or ordered by the arbitrator.
7.7 ENFORCEMENT OF ARBITRATION AWARD. The decree or judgment of an award
entered by the arbitrator may be entered in any Court having jurisdiction
thereof.
ARTICLE VIII: CHANGE IN CONTROL
8.1 ACCELERATED VESTING OF OPTIONS. In the event of a Change in Control of the
Company as defined in Article XII of Company's 2000 Stock, all unvested
Options granted by the Company to Executive pursuant to Section 3.3 herein
shall immediately become vested and Executive may exercise any or all of
such Options in accordance with the terms and conditions of such Stock
Option Plan.
ARTICLE IX: MISCELLANEOUS COVENANTS
9.1 RIGHTS AND WAIVERS. All rights and remedies of the parties are separate and
cumulative, and none of them, whether exercised or not, shall be deemed to
be to the exclusion of any other rights or remedies or shall be deemed to
limit or prejudice any other legal or equitable rights or remedies which
either of the parties may have.
9.2 WAIVER. Any purported waiver of any default, breach or non-compliance under
this Agreement is not effective unless in writing and signed by the party
to be bound by the waiver. No waiver shall be inferred from or implied by
any failure to act or delay in acting by a party in respect of any default,
breach or non-observance or by anything done or omitted to be done by the
other party. The waiver by a party of any default, breach or non-compliance
under this Agreement shall not operate as a waiver of that party's rights
under this Agreement in respect of any continuing or subsequent default,
breach or non-observance (whether of the same or any other nature).
9.3 SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of the prohibition or unenforceability and shall
be severed from the balance of this Agreement, all without affecting the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
9.4 NOTICES.
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CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT PAGE 4 OF 8
(1) Any notice, certificate, consent, determination or other communication
required or permitted to be given or made under this Agreement shall be in
writing and shall be effectively given and made if (i) delivered
personally, (ii) sent by prepaid same day courier service, or (iii) sent
prepaid by fax or other similar means of electronic communication, in each
case to the applicable address set out below:
(a) if to the Company, to:
SoftQuad Software Inc.
000 Xxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Chief Financial Officer
-----------------------------------
Fax: (000) 000-0000
(b) if to the Executive, to:
the last address in the Company's personnel records
(2) Any such communication so given or made shall be deemed to have been given
or made and to have been received on the day of delivery if delivered
personally or by courier service, or on the day of faxing or sending by
other means of recorded electronic communication, provided that the day in
either event is a Business Day and the communication is so delivered, faxed
or sent prior to 4:30 p.m. (local time of recipient) on that day.
Otherwise, the communication shall be deemed to have been given and made
and to have been received on the next following Business Day. Any such
communication sent by mail shall be deemed to have been given and made and
to have been received on the fifth business day following the mailing
thereof; provided however that no such communication shall be mailed during
any actual or apprehended disruption of postal services. Any such
communication given or made in any other manner shall be deemed to have
been given or made and to have been received only upon actual receipt.
(3) Any party may from time to time change its address under this Section 9.4
by notice to the other party given in the manner provided by this Section.
9.5 TIME OF ESSENCE. Time shall be of the essence of this Agreement in all
respects.
9.6 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of, and
be binding on, the parties and their respective heirs, administrators,
executors, successors and permitted assigns. The Company shall have the
right to assign this Agreement to any successor (whether direct or
indirect, by purchase, amalgamation, arrangement, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company provided only that the Company must first require the successor to
expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no
such succession had taken place. The Executive by the Executive's signature
hereto expressly consents to such assignment. The Executive shall not
assign or transfer, whether absolutely, by way of security or otherwise,
all or any part of the Executive's rights or obligations under this
Agreement without the prior consent of the Company, such consent to not be
unreasonably withheld.
9.7 AMENDMENT. No amendment of this Agreement will be effective unless made in
writing and signed by both parties.
9.8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties pertaining to the subject matter of this Agreement and
supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written. There are no conditions, warranties,
representations or other agreements between the parties in connection with
the subject matter of this Agreement (whether oral or written, express or
implied, statutory or otherwise) except as specifically set out in this
Agreement.
9.9 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario without giving effect
to the conflict of laws provisions therein.
9.10 HEADINGS. The division of this Agreement into Sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.
9.11 BUSINESS DAY. For the purpose of this Agreement, Business Day means a day
other than Saturday, Sunday or statutory holiday in the Province of British
Columbia.
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CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT PAGE 5 OF 8
ARTICLE X: EXECUTIVE ACKNOWLEDGEMENT
10.1 ACKNOWLEDGEMENT.
The Executive acknowledges that:
(a) the Executive has had sufficient time to review this Agreement
thoroughly;
(b) the Executive has read and understands the terms of this Agreement and
the obligations hereunder;
(c) the Executive has been given an opportunity to obtain independent
legal advice concerning the interpretation and effect of this
Agreement; and,
(d) the Executive has received a fully executed counterpart copy of this
Agreement.
IN WITNESS WHEREOF the parties have executed counterpart copies of this
Agreement.
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EXECUTIVE WITNESS
SOFTQUAD SOFTWARE INC.
Name:
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
------------------------------------
Title: Chief Executive Officer (C.E.O.)
------------------------------------
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CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT PAGE 6 OF 8
SCHEDULE "A"
OWNERSHIP OF INVENTIONS & Moral Rights
I hereby assign to Company, unconditionally and in perpetuity, all Intellectual
Property and all Inventions made during the course of my employment with Company
and agree that all Inventions and improvements made to such Inventions which I
may conceive or make during my employment with Company and all adaptations and
improvements to such Inventions made during or after termination of my
employment with Company relating to or connected with the nature and/or
character of the Company's business, shall be the sole and exclusive property of
Company and I will, whenever requested to do so by Company whether during or
after my employment, execute any and all applications, assignments and other
instruments which Company shall, in its reasonable discretion, deem necessary in
order to protect its proprietary interest in such Inventions or improvements
and/or in order to apply for and obtain patent rights in North America and other
countries for such Inventions or improvements, and to register copyright and
industrial designs in any country throughout the world. The foregoing
obligations shall be binding upon my heirs, executors, legal representatives,
successors, and assigns.
I hereby irrevocably waive all moral rights in all Developments and transfer all
my interest (including but not limited to copyright, patent and trade secret
rights) in all Developments exclusively to SoftQuad on a wholesale, royalty-free
basis and, as required by SoftQuad, will protect SoftQuad's interests in such
Developments. For greater certainty, "Developments" shall include, without
limitation, every computer program, marketing program, design, improvement,
documentation, process, technique or procedure which is in any way related to
SoftQuad's business and which is developed, invented or written by me alone or
together with others, during the course of my employment.
INVENTIONS FOR THE PURPOSES OF THIS AGREEMENT SHALL INCLUDE:
Processes, developments, discoveries, concepts and ideas, whether patentable or
not, or whether or not protected by copyright, relating to any present or
prospective activities of Company in the fields of proprietary software and
implementation, software ideas and research, graphics creation, internet
technology and the marketing and/or sale of internet products or services.
INTELLECTUAL PROPERTY MEANS:
All patents, copyright, industrial designs, trade secrets, know how and other
intangible rights in the Inventions now known or hereafter created, as exist in
any jurisdiction in which ownership of Intellectual Property and the Inventions
may be assessed.
I agree that I will promptly disclose in writing to Company each and every
Invention made or conceived by me either solely or jointly with others, during
the period of my employment with Company. I hereby waive my moral rights in the
said Inventions.
Date:
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EXECUTIVE
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CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT PAGE 7 OF 8
SCHEDULE "B"
ANNUAL BONUS
MAXIMUM BONUS AMOUNT: THIRTY PERCENT (30%)OF ANNUAL SALARY
------------------------------------
PERFORMANCE CRITERIA:
The Performance Criteria shall be reviewed and adjusted on an annual basis to
reflect potential changes in yearly objectives. The Maximum Bonus Amount shall
be split into three categories as follows and shall be earned and payable
according to the conditions set out below:
1. CORPORATE OBJECTIVES.
a. Amount - One third (1/3) of the Maximum Bonus Amount (ie. 10% of
Annual Salary) b. Criteria - Based upon SoftQuad Software Ltd.
achieving a net profit based on combined quarterly results for the 3rd
and 4th quarters of fiscal 2001 (excluding one-time charges).
2. DEPARTMENTAL OBJECTIVES.
a. Amount - One third (1/3) of the Maximum Bonus Amount (ie. 10% of
Annual Salary)
b. Criteria - based upon meeting strategic objectives as established by
the CEO from time to time, including such items as establishing or
enhancing technologies or integrations and achieving specific product
milestones.
3. INDIVIDUAL OBJECTIVES.
a. Amount - One third (1/3) of the Maximum Bonus Amount (ie. 10% of
Annual Salary)
b. Criteria
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AGREED TO AND ACKNOWLEDGED:
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EXECUTIVE WITNESS
SOFTQUAD SOFTWARE INC.
Name:
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
------------------------------------
Title: Chief Executive Officer (C.E.O.)
------------------------------------
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CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT PAGE 8 OF 8
