EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT dated for reference the 1st day of March, 2000 (the
"Agreement")
BETWEEN:
XXXXXXXXXXXXXX.XXX, INC., a company duly incorporated pursuant to the laws of
Canada having an office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx, XXX, 00000
(the "Company")
AND:
XXX XXXXXXXX, of 407 - 0000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Employee")
WHEREAS:
A. Xxx Xxxxxxxx is currently employed as a general management and
operations assistant for the Company;
B. It has been understood and agreed between Xxx Xxxxxxxx and the
Company that an employment agreement would be executed by Xxx Xxxxxxxx and the
Company; and
C. Xxx Xxxxxxxx and the Company now wish to formally record the terms
and conditions upon which Xxx Xxxxxxxx will continue to be employed by the
Company and that they have agreed to the terms and conditions set forth in this
Agreement, as evidenced by their execution hereof;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants set forth below, the parties hereto agree as follows:
1. DUTIES AND DEVOTION OF TIME
1.1 Duties. During the term of this Agreement the Employee will be
responsible for general management and operations assistance with the Company's
wholly owned subsidiary, Preferred Telemanagement Inc. ("Preferred").
2. SALARY, BONUSES AND BENEFITS
2.1 Salary. In consideration of the Employee providing the services
referred to herein, the Company agrees to pay the Employee a hourly salary of
twelve dollars per hour (U.S. $12.00/hour) in currency of the United States of
America, less applicable deductions, payable bi-
weekly, plus the performance bonus as set out below, subject to increase from
time to time as approved by the Board of Directors of the Company or as agreed
to in writing from time to time by both parties.
2.2 Benefits. The Company will provide, maintain and pay for:
(a) medical insurance for the Employee and his immediate family as is
provided by the Company's medical services plan; and
(b) such extended health and other benefits for the Employee and his
immediate family as are provided to other employees of the Company, subject to
the eligibility of the Employee.
2.3 Performance Bonus. The Company will pay to the Employee a performance
bonus, in the amount of twenty-five thousand (25,000) common shares (the
"Performance Bonus Shares") in the capital of the Company upon the Employee
completing the update to the Preferred's website, xxx.xxxxxxxxxx.xxx.
2.4 Registration of Performance Bonus Shares. To ensure that the
Performance Bonus Shares issued to the Employee under Section 2.3 of this
Agreement are freely tradable, the Company will register with the United States
Securities and Exchange Commission (the "SEC") any such shares issued. Upon or
as soon as is practical after the issuance of such shares, the Company will file
a form S-8 or other appropriate form with the SEC to effect registration.
3. VACATION
3.1 Entitlement to Vacation. The Company acknowledges that the Employee
will be entitled to an annual vacation of two (2) weeks. The Employee will use
his best efforts to ensure that such vacation is arranged with the Company in
advance such that it does not unduly affect the operations of the Company.
3.2 Increase in Vacation. The period set out in Section 3.1 above may be
increased from time to time as agreed between the Employee and the Board of
Directors.
4. CONFIDENTIAL INFORMATION AND NON-COMPETE
4.1 Confidential Information. The Employee acknowledges that his
relationship with the Company will put him in a position where he is likely to
have or acquire information which is proprietary to the Company or which, if
disclosed, would cause irreparable harm to the Company. Accordingly, the
Employee agrees to the non-disclosure provisions contained in Schedule "A"
attached hereto.
4.2 Non-Competition and Non-Solicitation. The Employee agrees that during
the period of the Employee's employment with the Company and for a period of
twenty-four (24) months from the last payment of compensation to the Employee by
the Company, the Employee will not engage in or participate in any business
activity that competes, directly or indirectly, with the businesses of the
Company in the United States or any other geographical location in which the
Company carries on business.
4.3 Exception. Notwithstanding anything to the contrary contained
herein the Employee may, without being deemed to compete, directly or
indirectly, with the businesses of the Company own not more than twenty percent
(20%) of any class of the outstanding securities of any Company isted on a
securities exchange or traded in the over-the-counter market.
4.4 Non-Solicitation. The Employee agrees that for a period of
twenty-four (24) months following the termination of the Employee's employment
for any reason whatsoever, the Employee will not, whether as principal, agent,
employee, employer, director, officer, shareholder or in any other individual or
representative capacity, solicit or attempt to retain in any way whatsoever any
of the employees of the Company or its affiliates.
4.5 Provisions Survive Termination. The provisions of this Section 5 will
survive the termination of this Agreement. It is the desire and the intent of
the parties that the provisions of this Section 5 shall be enforceable to the
fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, if any particular
portion of this Section 5 is adjudicated unenforceable in any jurisdiction, such
adjudication shall apply only in that particular jurisdiction in which such
adjudication is made.
5. TERM
5.1 Term. This Agreement will remain in effect until terminated in
accordance with any of the provisions contained in this Agreement.
6. TERMINATION
6.1 Termination by Employee. Notwithstanding any other provision contained
herein, the parties hereto agree that any party may terminate this Agreement,
with or without cause, by giving five (5) days written notice of such intention
to terminate.
7. RIGHTS AND OBLIGATIONS UPON TERMINATION
7.1 Rights and Obligations. Upon termination of this Agreement, the
Employee will deliver up to the Company all documents, papers, plans, materials
and other property of or relating to the affairs of the Company which may then
be in its or the Employee's possession or under his control.
8. ENTIRE AGREEMENT
8.1 Entire Agreement. This Agreement represents the entire Agreement
between the parties and supersedes any and all prior agreements and
understandings, whether written or oral, between the parties.
8.2 Previous Agreements Cancelled. Save and except for the express
provisions of this Agreement, any and all previous agreements, written or oral,
between the parties hereto or on their behalf relating to the services of the
Employee for the Company are hereby terminated and cancelled and each of the
parties hereby releases and further discharges the other of and from all manner
of actions, causes of action, claims and demands whatsoever under or in respect
of any such Agreement.
9. SEVERABILITY
9.1 Severability. If any provision contained herein is determined to be
void or enforceable in whole or in part, it is to that extent deemed omitted.
The remaining provisions will not be affected in any way.
10. AMENDMENT
10.1 Amendment. This Agreement will not be amended or otherwise modified
except by a written notice of even date herewith or subsequent hereto signed by
both parties.
11. GOVERNING LAW
11.1 Governing Law. This Agreement will be construed under and governed by
the laws of the State of Illinois and the laws of the United States applicable
therein.
12. EXECUTION
12.1 Execution in Several Counterparts. This Agreement may be executed by
facsimile and in several counterparts, each of which will be deemed to be an
original and all of which will together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day of July, 2000.
XXXXXXXXXXXXXX.XXX, INC.
Per: /s/ Xxxxxx Xxxxxxxx
Authorized Signatory
SIGNED, SEALED and DELIVERED by XXX XXXXXXXX in the presence of:
)
/s/ X. Xxxxxxx. . . . . . . . . . . . . . . . . . . . . . . . . . )
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Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
)
X. Xxxxxxx. . . . . . . . . . . . . . . . . . . . . . . . . . . . )
----------------------------------------------------------------- ) /s/ Xxx Xxxxxxxx
Print Name ) ------------------
) XXX XXXXXXXX
)
5248 - 1A Avenue. . . . . . . . . . . . . . . . . . . . . . . . . )
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Address . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )
)
Xxxxx, XX X0X 0X0 )
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)
Customer Service. . . . . . . . . . . . . . . . . . . . . . . . . )
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Occupation. . . . . . . . . . . . . . . . . . . . . . . . . . . . )
SCHEDULE "A"
NON-DISCLOSURE PROVISIONS
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1. CONFIDENTIAL INFORMATION AND MATERIALS
(a) "Confidential Information" will mean, for the purposes of this
Agreement, non-public information which the Company designates as being
confidential or which, under the circumstances surrounding disclosure ought
reasonably to be treated as confidential. Confidential Information includes,
without limitation, information, whether written, oral or communicated by any
other means, relating to released or unreleased the Company software or hardware
products, the marketing or promotion of any product of the Company, the Company
business policies or practices, and information received from others which the
Company is obliged to treat as confidential. Confidential Information disclosed
to the Employee by any subsidiary and/or agents of the Company is covered by
this Agreement.
(b) Confidential Information will not include that information defined as
Confidential Information hereinabove which the Employee conclusively
establishes:
(i) is or subsequently becomes publicly available without breach of any
obligation of confidentiality owed by the Company;
(ii) became known to the Employee prior to disclosure by the Company to the
Employee and which was not the property of Xxxxxxxx Park, LLC; or
(iii) became known to the Employee from a source other than the Company
other than by the breach of any obligations of confidentiality owed to the
Company.
(c) "Confidential Materials" includes all tangible materials containing
Confidential Information, including, without limitation, written or printed
documents and computer disks or tapes, whether machine or user readable.
2. RESTRICTIONS
(a) The Employee will not disclose any Confidential Information to third
parties for a period of three (3) years following the termination of this
Agreement, except as provided herein. However, the Employee may disclose
Confidential Information during bona fide execution of the Duties or in
accordance with judicial or other governmental order, provided that the Employee
will give reasonable notice to the Company prior to such disclosure and will
comply with any applicable protective order or equivalent.
(b) The Employee will take reasonable security precautions, at least as
great as the precautions it takes to protect its own confidential information,
to keep confidential the Confidential Information and the Confidential
Materials.
(c) Confidential Information and Confidential Materials may be disclosed,
reproduced, summarized or distributed only in pursuance of the business
relationship of the Employee with the Company, and only as provided hereunder.
The Employee agrees to segregate all such Confidential Materials from the
materials of others in order to prevent co-mingling or inadvertent disclosure.
3. RIGHTS AND REMEDIES
(a) The Employee will notify the Company immediately upon discovery of any
unauthorized use or disclosure of Confidential Information or Confidential
Materials, or any other breach of this Agreement by the Employee, and will
co-operate with the Company in every reasonable manner to aid the Company to
regain possession of said Confidential Information or Confidential Materials and
prevent all such further unauthorized use.
(b) The Employee will return all originals, copies, reproductions and
summaries of or relating to the Confidential Information at the request of the
Company or, at the option of the Company, certify destruction of the same.
(c) The parties hereto recognize that a breach by the Employee of any of the
provisions contained herein would result in damages to the Company and that the
Company could not be compensated adequately for such damages by monetary award.
Accordingly, the Employee agrees that in the event of any such breach, in
addition to all other remedies available to the Company at law or in equity, the
Company will be entitled as a matter of right to apply to a court of competent
jurisdiction for such relief by way of restraining order, injunction, decree or
otherwise, as may be appropriate to ensure compliance with the provisions of
this Agreement.
4. MISCELLANEOUS
(a) All Confidential Information and Confidential Materials are and will
remain the property of the Company. By disclosing information to the Employee,
the Company does not grant any express or implied right to the Employee to or
under any and all patents, copyrights, trademarks, or trade secret information
belonging to the Company.
(b) All obligations created herein will survive change or termination of any
and all business relationships between the parties.
(c) The Company may from time to time request suggestions, feedback or other
information from the Employee on Confidential Information or on released or
unreleased software belonging to the Company. Any suggestions, feedback or
other disclosures made by the Employee are and will be entirely voluntary on the
party of said Employee and will not create any obligations on the part of the
Company or a confidential agreement between the Employee and the Company.
Instead, the Company will be free to disclose and use any suggestions, feedback
or other information from the Employee as the Company sees fit, entirely without
obligation of any kind whatsoever to the Employee.
