EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of July 20, 1999 between POPSTAR
COMMUNICATIONS, INC. (the "Company") and XXXXXXXX XXX ("Xxx").
WHEREAS:
A. The Company intends to employ Chu as the Chairman of
the Company.
B. The parties consider it desirable to confirm in
writing the terms of Chu's employment by the Company.
NOW THEREFORE in consideration of the mutual covenants herein
contained the parties agree as follows:
ARTICLE 1
POSITION AND TERM
1.1 POSITION. This Agreement only governs the Company's
employment of Chu in his capacity of Chairman of the Company.
1.2 ENGAGEMENT. The Company and Chu hereby confirm and
agree that Chu is employed by the Company in the capacity of
Chairman on the terms and conditions set out in this Agreement.
1.3 DUTIES. Chu, in his capacity as Chairman of the
Company, will be responsible generally for the main direction
and administration of the business and affairs of the Company
and will report to the Board of Directors of the Company. Chu
will serve the Company and its subsidiaries and affiliates,
faithfully and to the best of his skill in acting as Chairman of
the Company, including as necessary under any service or
technology agreements entered into by the Company.
1.4 TERM. The Company's employment of Chu as Chairman
will be for a period of two years and will continue until
terminated in the manner set out in this Agreement.
1.5 BOARD OF DIRECTORS. Chu will fulfill and obey all
lawful directions of the Board of Directors of the Company from
time to time and generally discharge his duties in accordance
with the reasonable directions of the Board of Directors.
1.6 OTHER BUSINESS. Chu will not engage in any activity
which competes with or is adverse to the business of the
Company, whether alone, as a partner, as a shareholder, employee
or officer or director of any other person, firm or corporation
during the term of this Agreement and two years afterwards
without the prior written consent of the Board of Directors of
the Company.
1.7 BUSINESS OPPORTUNITIES. Any business opportunity
similar to the business of the Company which becomes available
to Chu shall be presented by Chu to the Board of Directors of
the Company for their consideration.
ARTICLE 2
SALARY AND BENEFITS
2.1 SALARY. Chu will be paid a base salary of
US$50,000.00 per year, which base salary will be payable in
twenty-four semi-monthly installments on the 15th and the last
day of each month. Such base salary will be reviewed annually,
not later than the 31st day of March in each year by the Board
of Directors of the Company. Any adjustment in such base salary
will be effective and retroactive to January 1st in such year.
2.2 Bonus. In addition to the base salary referred to in
clause 2.1, the Company may pay to Chu a bonus (the "Bonus") in
respect of each calendar year during the term of this Agreement,
the amount and time and manner of payment of which will be
determined by unanimous agreement of the Board of Directors of
the Company in their absolute discretion based on their
evaluation of Chu's performance during the prior year.
2.3 VACATION. Chu will be entitled to 24 days of paid
vacation in each calendar year of his employment during the term
of this Agreement. Unused vacation time in a calendar year may
not be carried forward to subsequent years except with the
approval of the Board of Directors.
2.4 EMPLOYMENT BENEFITS. Chu will be entitled to such
benefits hereunder as he and the Company may agree upon from
time to time including, without limitation, reimbursement for
membership dues as may be agreed, non-accountable car allowance
in such amount, if any, as may be agreed, and such long term
disability insurance, life insurance or health insurance or
other similar plans or policies as the Company may agree upon
with Chu.
2.5 REIMBURSEMENT. The Company will reimburse Chu for
all reasonable and necessary expenses, including travel and
promotion, incurred in carrying out his duties hereunder.
2.6 OFFICE IN RESIDENCE. Chu will maintain at his sole
cost and expense an office in his personal residence for his use
in Company business after normal business operating hours.
2.7 RECEIPTS. Chu will, when requested by the Company,
support any claim by him for reimbursement with receipts.
ARTICLE 3
TERMINATION
3.1 TERMINATION. The employment of Chu pursuant to this
Agreement will be terminated on the earliest of the following
dates (the "Termination Date"):
(a) The date upon which the Company delivers
to Chu a notice, in writing, of termination by reason of just
cause. Any such notice will state the reason for termination.
Without limiting the generality of the foregoing, just cause
will include the commission of any criminal offence against the
Company by Chu, the commission of any act of fraud, gross
negligence or similar act or omission on the part of Chu in
fulfilling his obligations under the terms of this Agreement
where such act or omission materially adversely affects the
interests or reputation of the Company.
(b) The date upon which the Company delivers
to Chu a written notice of termination (which notice of
termination may be given without cause or reason) provided that
the Company, upon such termination:
(i) will pay to Chu an amount equal to One (1)
times the annual remuneration, including Bonuses in respect of,
and benefits paid by the Company to Chu during, the year
immediately preceding such termination; if the parties cannot
agree, then the Company will engage, at its cost, an expert in
employment benefits for the purpose of quantifying the value of
the employment benefits received by Chu in the preceding year
required by this paragraph;
(ii) will allow Chu to participate, to the
extent possible, at his cost, in the Company's benefit plans, if
any, for up to Twelve (12) months after such termination;
(iii) will allow Chu to assume any life
insurance that the Company then has in place on his life, upon
payment to the Company by Chu of any cash surrender value; and
(iv) will fund for such termination any
unfunded payment to any pension plan of the Company in respect
of Chu.
(c) The date of death or legal incapacity of Chu.
(d) The date mutually agreed upon by Chu and
the Company.
3.2 CHANGE IN POSITION. In the event the Company changes
the position of Chu to any position which has materially less
responsibility than that of Chairman or materially reduces the
salary or benefits payable to Chu to the extent that such salary
and benefits are not commensurate with the salary and benefits
which might reasonably be paid to a Chairman of the Company,
then Chu will have the right to give notice to the Company not
later than One Hundred Eighty (180) days after such change
stating that he objects to such change and considers that his
employment under this Agreement has been functionally
terminated, and thereupon his employment under this Agreement
will be deemed to have been terminated pursuant to the
provisions of clause 3.1(b) hereof, and, without limiting the
generality of the foregoing, Chu will be entitled to the benefit
of all provisions of clause 3.1(b) hereof.
3.3 PAYMENT. All amounts payable as a consequence of
termination hereunder, as set out in this Agreement, will be due
and payable to Chu forthwith upon termination and Chu will have
no obligation to mitigate or otherwise seek alternate
employment.
3.4 PAYMENT TO RRSP. Chu will have the right to direct
the Company to pay any amount payable pursuant to clause 3.1(b )
hereof directly to a registered retirement savings plan to the
extent permissible by law.
3.5 TAX. Chu acknowledges that the Company will be
entitled to deduct, withhold and remit from all remuneration and
other payments to be made hereunder such amounts as may be
required by law including, without limitation, all required
federal and state income tax, employment insurance and Pension
Plan contributions.
ARTICLE 4
CONFIDENTIALITY
4.1 CONFIDENTIALITY. Chu will not, either during the
term of this Agreement or at any time thereafter, disclose to
any person, firm or corporation any confidential information
concerning the business or affairs of the Company which Chu may
have acquired during the course of or incidental to performance
of his services hereunder or otherwise. For the purposes of this
clause, confidential information does not include information
which is, has been, or becomes, part of the public domain
through no violation of this Agreement or through any breach of
confidence by Chu or any other employee, officer or director of
the Company.
ARTICLE 5
MISCELLANEOUS
5.1 TIME. Time will be of the essence of this Agreement
and of every part hereof.
5.2 NOTICES. All notices, requests, demands or other
communications by the terms hereof required or permitted to be
given by one party to another will, unless specifically agreed,
be given in writing and delivered to such party, in the case of
the Company, at the registered office of the Company and, in the
case of Chu, at his address filed with the Company from time to
time. Any such notice, request, demand or other communication
so delivered will be deemed to be given upon delivery to such
address.
5.3 FURTHER ACTS. The parties covenant and agree to do
such things, to issue such instructions, to attend such
meetings, and to execute such further documents, agreements and
assurances, as may be necessary or advisable from time to time
in order to carry out the terms and conditions of this Agreement
in accordance with its true intent.
5.4 NO WAIVER. No condonation, forgiveness, waiver or
forbearance by any party of any non-observance or
non-performance by any other party of any of the provisions
hereunder will operate as a waiver or forbearance in respect of
any such provision or any subsequent non-observance or
non-performance by any other party of any of the provisions
hereunder.
5.5 APPLICATION OF TERMS. If any term, covenant or
condition of this Agreement or the application thereof to any
party or circumstances will to any extent be invalid
or unenforceable, the remainder of this Agreement or application of
such term, covenant or condition to a party or circumstance
other than those to which it is held invalid or unenforceable
will not be affected thereby and each term, covenant or
condition of this Agreement will be valid and will be enforced
to the fullest extent permitted by law.
5.6 FULL AGREEMENT. The parties acknowledge and agree
that this is the entire Agreement between the parties as to the
subject matter hereof, and will supercede and replace any
discussion, letter or form of agreement, oral or written, which
may exist as of the date of this Agreement.
5.7 NON-ASSIGNMENT. This Agreement will be
non-assignable by either party without the prior written consent
of the other party hereto.
5.8 GOVERNING LAW. This Agreement will be construed and
enforced in accordance with and the rights of the parties will
be governed by the laws of the State of Nevada. Each of the
parties hereby irrevocably attorns to the jurisdiction of the
courts of the State of Nevada.
5.9 HOLIDAY. In any case where time limited by this
Agreement expires on a Saturday, Sunday or legal holiday, the
time will be extended to and will include the next succeeding
day on which banks are open for business in the City of Las
Vegas, Nevada.
5.10 CONTINUANCE OF AGREEMENT. Notwithstanding the
termination of Chu's employment hereunder, the provisions of
this Agreement will continue in effect until the final
performance of all the respective obligations set forth herein.
5.11 REFERENCE TO DIRECTORS. Every reference in this
Agreement to the Board of Directors of the Company will be read
and construed as meaning the Board of Directors of the Company
from time to time excluding Chu, with the intent that if and for
so long as Chu is a director of the Company, in order to avoid a
conflict of interest, all matters requiring the agreement,
instruction or other action by the Board of Directors of the
Company hereunder will only require the agreement, instruction
or other action of the directors of the Company other than Chu.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.
POPSTAR COMMUNICATIONS, INC.
Per: /s/Xxxx XxXxxxxxx
/s/Xxxxx Xxxx /s/Xxxxxxxx Xxx
Witness XXXXXXXX XXX
