Exhibit 16(ii)
EMPLOYMENT AGREEMENT
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THIS AGREEMENT, made the 18thday of November, 2002, by and between X-XXX.XXX
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with offices at 000-0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0, hereinafter
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referred to as "EMPLOYER", and Xxxxxxxxx Xxxxxxxx, residing in Ontario, Canada,
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hereinafter referred to as "EMPLOYEE"; WHEREAS, EMPLOYER desires to employ
EMPLOYEE, and EMPLOYEE agrees to provide services for compensation to EMPLOYER;
and WHEREAS, the parties hereto desire to set forth the terms and conditions of
such employment; NOW, THEREFORE, in consideration of the mutual promises and
covenants made herein, the sufficiency of which is hereby acknowledged, it is
hereby agreed as follows:
FIRST: EMPLOYMENT. EMPLOYER agrees to employ EMPLOYEE and EMPLOYEE hereby
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accepts employment with EMPLOYER upon the terms and conditions hereinafter set
forth.
SECOND: SERVICES. EMPLOYEE shall devote her best efforts, on a fulltime basis,
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in furtherance of the business of the EMPLOYER and consistent with EMPLOYEE'S
duties as Comptroller. Upon mutual agreement, EMPLOYEE'S title or nature of
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services can be altered. Except when traveling, all such services will be
primarily provided at the EMPLOYER'S principal offices, now located at 202-7100
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Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0.
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THIRD: TERM. The term of this Employment Agreement shall be for three (3)
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years and shall be effective as of August 1, 2002, and shall terminate on July
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31, 2005, unless terminated sooner pursuant to paragraph "EIGHTH" hereof.
FOURTH: RENEWAL. This Employment Agreement shall continue on a year to year
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basis after the expiration of the initial term hereof until terminated.
FIFTH: COMPENSATION.
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BASE COMPENSATION. During the first year hereof, EMPLOYER shall pay to EMPLOYEE
the sum of One Hundred & Fifty Thousand CDN($150,000) Dollars per annum, payable
in equal monthly payments of Twelve Thousand Five Hundred Dollars CDN ($12,500).
For all subsequent years, compensation shall be reviewed, not earlier than
January 1st and not later than February 28th of each year. The reviewed salary
will be effective retroactive to the first day of January for the year in
question. These said sums of money are to be paid to Alpha Bytes Management Inc.
SIXTH: BONUS. EMPLOYEE shall, in addition to Compensation, as set forth in the
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preceding paragraph "FIFTH", be entitled to such bonuses as EMPLOYER desires to
give EMPLOYEE, in EMPLOYER'S sole discretion, on at least an annual basis,
taking into consideration the EMPLOYER'S productivity and the profitability of
the EMPLOYER. This bonus is to be paid annually and shall not be less than
500,000 shares of common stock of X-Xxx.Xxx, Inc. per annum. For all subsequent
years, compensation shall be reviewed, not earlier than January 1st and not
later than February 28th of each year.
SEVENTH: TOTAL COMPENSATION. The total of all base compensation and bonus
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shall constitute Total Compensation. Total Compensation shall be the amount
used to determine other benefits due EMPLOYEE which are based on EMPLOYEE'S
compensation.
EIGHTH: TERMINATION. This Agreement, and the employment of EMPLOYEE, shall
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terminate upon the happening of any of the following:
a) 12months signed, written notice given by the EMPLOYER;
b) The death of the EMPLOYEE;
c) Total disability of the EMPLOYEE which continues on in excess of six (6)
months;
d) Signed written notice of termination by the EMPLOYEE, at any time, upon
reasonable notice;
E) EMPLOYER shall have the right to terminate EMPLOYEE, without notice, for
just cause which shall be defined as gross misconduct or willful negligence,
including, but not limited to, embezzlement, theft, fraud, forgery or willful
acts which are in violation of the express authority to perform or not perform
certain functions as set forth in the Articles of Organization, as amended.
NINTH: SEVERANCE.
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a) In the event of termination of this Agreement pursuant to paragraph
"EIGHTH a), b) or c)" EMPLOYEE shall be entitled to a lump-sum cash payment,
within 10 days of termination, in an amount equal to 12 full months of salary,
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calculated according to the monthly salary due to EMPLOYEE in the most recent
month preceding his termination. EMPLOYEE is also entitled to certain benefits,
to be continued for a period of 12months after termination of employment.
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b) Those benefits which shall continue for 12 months after termination shall
be health, life and disability insurances and coverages.
c) In the event termination is due to death of EMPLOYEE, such compensation
and severance benefits shall inure to the benefit of EMPLOYEE'S spouse and
children.
TENTH: ADDITIONAL BENEFITS ON TERMINATION. In addition to severance benefits
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due EMPLOYEE, upon termination, pursuant to the preceding paragraph "NINTH",
EMPLOYER shall provide to EMPLOYEE, for a period of 12months, for the purpose
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of helping EMPLOYEE seek other employment, immediately following termination,
the use of an office, telephone and secretarial services. In addition, to the
extent necessary, EMPLOYER will make available and provide, through third
parties, job counseling or employment agency services or services of an
executive "head hunter" firm.
ELEVENTH: MISCELLANEOUS BENEFITS.
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a) VACATIONS. EMPLOYEE shall be entitled to Six Weeks (6) weeks of vacation
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time, with full compensation and benefits or as increased hereafter in
accordance to amendments made to the EMPLOYER'S standard policy, if any.
B) INSURANCE. EMPLOYER shall provide to EMPLOYEE, health and accident
medical insurance's in accordance with EMPLOYER'S standard benefit package,
commensurate with EMPLOYEE'S position, and as increased hereafter in accordance
to amendments made to the EMPLOYER'S standard procedure, if any.
C) LIFE INSURANCE. EMPLOYER shall provide EMPLOYEE with term life insurance
benefits, on EMPLOYEE'S life, payable to EMPLOYEE'S named beneficiaries, in the
amount set forth on Schedule A attached hereto.
D) DISABILITY. EMPLOYER shall secure disability insurance covering
EMPLOYEE, and in addition to such insurance shall pay EMPLOYEE the difference
between (a) the disability insurance benefits actually received by EMPLOYEE and
(b) the full amount of EMPLOYEE's monthly salary. Such difference shall be paid
monthly for each month the disability continues, until age 65.
TWELFTH: PENSION AND/OR PROFIT SHARING. EMPLOYER shall establish an Internal
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Revenue Service approved retirement plan for benefit of EMPLOYEE.
THIRTEENTH: INDEMNIFICATION. EMPLOYER shall hold harmless and indemnify
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EMPLOYEE from all claims, demands or causes of action brought, at any time,
against EMPLOYEE, as a result of EMPLOYEE, at any time, including prior to this
agreement, providing services to EMPLOYER or in the course of EMPLOYEE'S
employment with EMPLOYER, including the cost of any judgment, settlement,
attorney fees, legal defense and other expenses related to same.
FOURTEENTH: HEADINGS. Any heading preceding any paragraph contained herein is
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inserted solely for the convenience of reference and shall not constitute a part
of this Agreement, nor affect the meaning, construction or effect of any
paragraph contained herein.
FIFTEENTH: SEVERABILITY. If any provision of this Agreement shall be held
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invalid by a court of competent jurisdiction, the remainder of this Agreement
shall not be affected thereby.
SIXTEENTH: WAIVER. Failure by either party hereto to insist upon strict
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compliance with any of the terms, covenants or conditions hereof shall not be
deemed a waiver of such term, covenant or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any one time or more times be
deemed a waiver or relinquishment of such right or power at any other time or
times.
SEVENTEENTH: SITUS. This Agreement shall be covered by the laws of the
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Ontario.
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IN WITNESS WHEREOF, the parties have set their hands and seals on the date and
year first above written.
By:_______________________________ By:
__________________________________
EMPLOYER EMPLOYEE
SCHEDULE A
(EMPLOYMENT AGREEMENT)
Employer: X-XXX.XXX
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Employee: Xxxxxxxxx Xxxxxxxx
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Limits of Life Insurance (Paragraph "ELEVENTH c)"): $1 Million
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Relocation: EMPLOYEE may be entitled to relocation expenses and reimbursement
as shall be mutually agreed between EMPLOYER and EMPLOYEE.
