EXHIBIT 6.12
EMPLOYMENT AGREEMENT
This Employment Agreement ( Employment Agreement ) is made between
Xxxxxx Xxxxx ( Employee ) and Axion Spatial Imaging Ltd. (the
Company ) and shall become effective on December 1, 1999 (the
Effective Date ).
1. Term of Employment. Pursuant to the terms and conditions set
forth herein, the Company agrees to employ Employee from the
Effective date until December 1, 2002 (the Term), provided that
the Company retains the right to terminate Employee for cause as
set forth in this Employment Agreement.
2. Services to be rendered by Employee. During the term of this
Employment Agreement, Employee will be responsible for Strategic
Marketing and Communications Planning, Corporate and Contracting
Documents (legal), Investor Relations and issues relating to the
Public Market and the Securities Commission. Employee shall
observe and comply with all lawful directions and instructions by
and on the part of the Company's management and endeavor to promote
the interests of the Company to the extent consistent with his
responsibilities and duties to the Company. Employee shall report
to the President and the Board of Directors during the first year
of the term. Immediately upon Employee completing the first year
of the term, the Board of Directors shall assess Employee's
performance during the first year and if Employee has performed his
duties in a diligent manner, the Board of Directors shall promote
Employee to a status in the Company which is equal to the President
in the Company hierarchy.
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3. Compensation
A. For the first twelve-month period commencing on the Effective
Date of this Employment Agreement, the Company shall pay Employee
an annual base salary of $100,000.00. For the second twelve-month
period commencing on the first anniversary of the Effective date of
this Employment Agreement, the Company shall pay Employee an annual
base salary of $120,000.00. Employee shall be paid on a monthly
basis. The Company agrees to pay Employee his Base Compensation in
priority to all other financial liabilities of the Company.
Employee shall be entitled to a salary increase for the second
twelve month period calculated as follows:
The Company will set targets for gross sales of the Company
at the beginning of each calendar year. If the targets are
met, Employee shall receive a 10% salary increase on his
salary then in effect. If the targets are met and exceeded
by greater than 5% of the target amount, Employee shall
receive a 15% salary increase on his salary then in effect.
B. At the commencement of the term Employee shall be entitled to
participate in the Company s then existing Stock Option Plan. The
Employee shall receive an option to acquire 200,000 of the
Company's authorized but unissued, or reacquired, Common Stock at
an Option Price of USD - 25 cents and the Option shall expire on
the fifth anniversary of the commencement date of the term. This
Option shall be evidenced by a written agreement approved by both
the Plan Administrators and Employee.
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C. During the Term, Employee shall be eligible to participate in
such other employee benefits, policies or programs (such as health
insurance, disability insurance, life insurance, pension and other
retirement benefits, and vacation and sick time) under the same
circumstances that those policies or programs are available to
comparable employees of the Company. The Company reserves the
right and complete discretion to modify or alter those policies or
programs, and any such modifications or alterations will be
applicable to Employee as they apply to other similarly situated
employees.
D. The Company shall reimburse Employee for all of the reasonable
fees, costs and expenses incurred by Employee in connection with,
or as a result of, the performance of his duties and responsibi-
lities for the Company including but not limited to travel expenses
between Calgary and Edmonton and the costs of operating an office
in Calgary.
4. Termination for Cause.
The Company has the right to terminate the employment relationship
without notice for cause, as defined below, and upon such
termination for cause the obligations of the Company under this
Employment Agreement shall cease. The Company may terminate the
employment relationship upon a determination that the Employee has
(i) been convicted of any criminal charge or pleaded guilty to any
criminal charge; (ii) willfully or intentionally caused injury to
the Company, its property, or it assets; (iii) engaged in any
occupation, activity or business, whether personal or professional,
in competition with the Company; (vi) committed a material breach
of this Employment Agreement; or, (v) is subject to any arbitration
award of order
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of a court that prevents him from materially performing his duties
hereunder for a period of more than six months from the date of such
award or order.
5. Termination of Employment - General Provisions.
In the event that Employee shall at any time terminate his
employment hereunder or if the Company terminates his employment
for cause, Employee shall have no right to receive any compensation
or benefit hereunder attributable to any period after the date of
such termination saving and except that the right to exercise
Employee's stock options shall continue for a period of 90 days
after the date of such termination. In the event Employer
terminates the employment relationship without cause, severance
compensation will be paid as follows: (i) no compensation for the
first 6 months, (ii) 6 months salary if employed from 6 months to
one year, (iii) 1 year salary if employed more than one year.
Employee s rights under the Company's Stock Option Plan continue
for the balance of the unexpired term referred to in the
aforementioned clause 3 B.
6. Covenant to Protect Trade Secrets and Confidential Information.
It is contemplated by the parties hereto that Employee will be
furnished with and will acquire confidential and proprietary
information and knowledge pertaining to the operations of the
businesses of the Company, as well as confidential and proprietary
knowledge and information pertaining to the Company s contracts
with customers, prices and methods of operations, including but not
limited to proprietary pricing structures, identities of customers,
contract expiration dates,
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and positions created by certain transactions. As part of the
consideration of this Employment Agreement, Employee agrees that
he will not at any time disclose or use, either during or subsequent
to his employment, any information, knowledge or data which he receives
or develops during his employment that is considered proprietary by the
Company or that relates to the trade secrets of the Company. Notwith-
standing the foregoing, (A) Employee shall not be precluded from disclosing
information that (i) has become known to the public or persons that
compete with the Company by means other than Employee's disclosure,
or (ii) is required to be disclosed by law, legal process or any
judicial or administrative order and (B) Employee may disclose
confidential information to (i) directors, officers, employees,
advisors, authorized agents or representatives of the Company or
its affiliates, and (ii) any other person if such disclosure is at
the request of an officer of the Company. Employee shall provide
advance notice to Employer of any disclosure of confidential and
proprietary information under subpart A(ii).
7. Employee's Covenant Not to Compete.
Employee acknowledges that the covenant not to compete set forth
below is an agreement that is designed to enforce and is ancillary
to the Employee s agreement to protect and not to disclose the
Company's trade secrets and other confidential information as set
forth above. Employee further agrees to be bound by this covenant
not to compete in order to enforce his obligation to the Company to
refrain from the disclosure of confidential or proprietary inform-
ation. Employee acknowledges that the Company has established a
valuable and extensive trade in the services it provides, which has
been developed at considerable expense to the Company. Employee
agrees that, by virtue of the special training and knowledge that he will
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receive from the Company, and the relationship of trust and
confidence between Employee and the Company, Employee will obtain
certain information and knowledge of the business and operations of
the Company that are confidential and proprietary in nature,
including, without limitation, information about equipment,
processes, technology, customers, and customer contracts.
A. Consideration: In consideration for the Covenant Not to Compete
contained in the Employment Agreement, Employee acknowledges that
he has received the following consideration:
i) In return for the covenants set forth in this Employment Agreement,
the Company has provided Employee with a term of employment
expressed in Paragraph 1 of this Employment Agreement;
ii) In return for the covenants set forth in this Employment Agreement,
the Company has agreed to hire Employee and to pay him the
compensation and bonuses specified in this Employment Agreement; and
iii)In return for the covenants set forth in this Employment Agreement,
the Company has agreed to provide Employee with access to its
confidential or proprietary information, and will facilitate
contacts between Employee and customers of the Company with the
benefit of the goodwill possessed by the Company.
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B. Scope of Temporal Restriction on Employee's Ability to Compete:
Employee agrees that Employee will not, during the Term and for a
period of 6 months after the term, compete with the Company
directly or indirectly, for himself or as an agent or employee of
others.
C. Scope of Activities Constituting Competition with The Company,
Prohibited by this Employment Agreement:
Within the time period specified in Paragraph 7.B Employee will
not, by any means or for any cause, directly or indirectly, for
himself or as an agent, representative or employee of others: (i)
engage in or attempt to engage in the business of, or (ii) be
employed by, work for, or provide services or advice to another
company, business, entity, or person engaged in or attempting to
engage in (whether exclusively or only partially) a similar
business or enterprise that would be directly or indirectly in
competition with any business of the Company.
D. Agreement Not to Solicit or Recruit Other Employees of the Company.
Prior to the expiration of the Term, Employee further agrees to
refrain from soliciting, recruiting, encouraging, or initiating
contact with any of the Company's employees in any way for the
purpose of offering them employment, either as an employee or as a
consultant or adviser, with Employee, directly or indirectly, for
himself or with or for others. Employee further agrees to refrain
from authorizing, directing, or advising any third persons or
entities to solicit, recruit, encourage, or
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initiate contact with any of the Company's employees in any way for
the purpose of offering them employment, either as an employee or as
a consultant or adviser, with Employee, directly or indirectly, for
himself or with or for others.
In the event that the provisions of Paragraph 8 should ever be
deemed to exceed limitations permitted by the applicable laws, then
the parties agree that such provisions shall be reformed to the
maximum limitations permitted by the applicable laws.
8. Enforcement of Covenants.
It is expressly understood and agreed by Employee that the
covenants contained in Paragraphs 7 and 8 of this Employment
Agreement represent a reasonable and necessary protection of the
legitimate interests of the Company and that Employee s failure to
observe and comply with his covenants and agreements in Paragraphs
7 and 8 will cause irreparable harm to the Company. It is
expressly understood and agreed by Employee that it is and will
continue to be difficult to ascertain the nature, scope and extent
of the harm resulting from breach of these covenants and that a
remedy at law for such breach by Employee will be inadequate.
Accordingly, it is the intention of the parties that, in addition
to any other right's and remedies which the Company may have in the
event of any breach of Paragraphs 7 and 8 of this Employment
Agreement, the Company shall be entitled, and is irrevocably
authorized by Employee, to demand and obtain specific performance,
including without limitation all appropriate injunctive and other
equitable relief against Employee, in order to enforce against
Employee, or to prevent any breach or any threatened breach by
Employee of, the covenants and agreements contained in Paragraphs 7
and 8 of this Employment Agreement.
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9. Notice.
A notice given by the Company to the Employee under this Employment
Agreement shall be sufficient if in writing and either (1) hand
delivered at work during working hours or (2) mailed, return
receipt requested, to Employee at the address as found in Employee
s personal file.
10. Assignment.
The rights of the Company hereunder may be assigned by the Company
to any parent, subsidiary, affiliate or successor of the Company.
This Employment Agreement, is not assignable by Employee. Any
attempt by Employee to assign this Employment Agreement, or any
portion thereof, shall be deemed null and void and of no force and
effect.
11. Severability.
Any provision of this Employment Agreement prohibited by or
unenforceable under any applicable law of any jurisdiction shall as
to such jurisdiction be deemed ineffective and deleted herefrom
without affecting any other provision of this Employment Agreement.
It is the desire of the parties hereto that this Employment
Agreement be enforced to the maximum extent permitted by law, and
should any provision contained herein be held unenforceable, the
parties hereby agree and consent that such provision shall be
reformed to make it a valid and enforceable provision to the
maximum extent permitted by applicable law.
12. Choice of Law.
This Employment Agreement shall be construed and governed by the
laws of the Province of Alberta, and jurisdiction and venue of any
action in respect of this Employment Agreement shall lie in
Edmonton, Alberta.
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13. Entire Agreement and Amendment.
This Employment Agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect
to the employment of Employee by the Company. This Employment
Agreement contains the entire agreement of the parties with respect
to the subject matter covered hereby and may be amended, waived or
terminated only by an instrument in writing executed by both
parties hereto.
14. Miscellaneous
A. Any reference to a specific plan in this Employment Agreement
shall be deemed to include any similar plan or program of the
Company then in effect that is the predecessor or the successor to,
or the replacement for, such specific plan.
B. This Agreement may be amended or modified only by a written
agreement duly executed by the parties hereto.
Accepted and Agreed:
Xxxxxx Xxxxx Axion Spatial Imaging Inc.
/s/ Xxxxxx Xxxxx /s/ Xxx Xxxxxxx
_______________________________ _______________________
Employee Company
November 11, 1999 Xxx Xxxxxxx
Date:_________________________ Name:___________________
President
Title:___________________
15/Nov/1999
Date:____________________
