EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT is entered into by and between, Advanced
ID Corporation
(“Company”), and Xxxxxx
X. Xxxxx,
the
undersigned individual (“Executive”) effective this 15th day of September
2005.
RECITAL
The
Company and Executive desire to enter into an Employment Agreement setting
forth
the terms and conditions of Executive’s employment with the
Company.
AGREEMENT
NOW,
THEREFORE,
in
consideration of the mutual covenants and agreements hereinafter set forth,
the
Company and Executive agree as follows:
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1.
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Employment.
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a.
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Term.
The Company hereby employs Executive to serve as President and
Chief
Executive Officer of the Company and AVID Canada Corporation. The
employment with the Company is not for any specific period of time.
As a
result, either the Company or the Executives is free to terminate
the
employment relationship at any time, subject to the other provision
of
this Agreement.
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b.
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Duties
and Responsibilities. Executive will be reporting to the Company’s Board
of Directors. Within the limitations established by the Bylaws
of the
Company, the Executive shall have each and all of the duties and
responsibilities of the President and Chief Executive Officer’s position
and such other duties on behalf of the Company as may be reasonably
assigned from time to time by the Company’s
board.
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c.
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Location.
The location at which Executive shall perform service for the Company
shall be Calgary, Alberta, or any location approved by the Board
of
Directors.
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2.
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Compensation.
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a.
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Base
Salary. Executive shall be paid a base salary (“Base Salary”) at the
annual rate of $94,200.00; payable in semi-monthly installment
is US
Dollars consistent with Company’s payroll practices. The annual Base
Salary shall be reviewed on or before the anniversary of each year,
unless
Executive’s employment hereunder shall have been terminated earlier
pursuant to this Agreement, by the Board of Directors of the Company
to
determine if such Base Salary should be increased for the following
year
in recognition of services to the Company.
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b.
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Payment.
Payment of all compensation to Executive hereunder shall be made
in
accordance with the relevant Company policies in effect from time
to time,
including normal payroll practices, and shall be subject to all
applicable
employment and withholding taxes.
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c.
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Bonus.
Executive shall also be entitled to a bonus determined at the sole
discretion of the Board of Directors. The Company shall set proposed
milestones and proposed bonuses if those milestones are met each
year. It
is acknowledged and agreed between the parties hereto that as at
the
execution date of this Agreement, the only bonuses currently in
effect
consists of the Stock Options as set out in Clause 3(d)
below.
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d.
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Relocation
Expenses. The Executive will be entitled to receive a lump sum
of
$5,000.00 for moving expenses. This amount will be remitted to
Executive
30 days after signature of
contract.
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3.
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Other
Employment Benefits.
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a.
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Business
Expenses. Upon submission of itemized expense statements in the
manner
specified by the Company, Executive shall be entitled to reimbursement
for
reasonable travel and other reasonable business expenses duly incurred
by
Executive in the performance of his duties under this
Agreement.
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b.
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Benefit
Plans. Executive shall be entitled to participate in the Company’s medical
and dental plans, life and disability insurance plans and retirement
plans
pursuant to their terms and conditions. Executive shall be entitled
to
participate in any other benefit plan offered by the Company to
its
employees during the term of this Agreement (other than stock options
or
stock incentive plans, which are governed by Section 3(d) below).
Nothing
in this Agreement shall preclude the Company from terminating or
amending
any employee benefit plan or program from time to time. Executive
may
participate in an alternative medical plan reimbursable to the
Executive
at the same rate of the Company’s current
plan.
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c.
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Vacation.
Executive shall be entitled to three (3) weeks of vacation each
year of
full employment, exclusive of legal holidays, as long as the scheduling
of
Executive’s vacation does not interfere with the Company’s normal business
operations.
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d.
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Stock
Options.
Executive will receive the option to purchase 1,000,000 shares
of Company
at the price determined on the date of the contract based on the
following
criteria:
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| WHEN THE REVENUE OF COMPANY INCREASES BY $1,000,000, EXECUTIVE WILL BE ABLE TO EXERCISE HIS OPTION FOR THE PURCHASE OF 100,000 SHARES. IN ADDITION, THE EXECUTIVE WILL BE ABLE TO FURTHER EXERCISE HIS OPTION FOR THE PURCHASE OF 100,000 SHARES ON EACH ADDITIONAL INCREASE OF REVENUE OF $1,000,000 UP TO $10,000,000 OF REVENUE TOTALLING 1,000,000 SHARES. Revenue is determined as all revenue of Advanced ID commencing at the beginning of the current fiscal year of the Company and ending at the end of the current fiscal year, not including revenue for Thailand/AIDO TAIP project. |
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Subject
to section 5, Executive will have the right to exercise his option
within
30 days of said termination. The number of options available to
the
Executive upon termination shall be determined in accordance with
the
formula set out above.
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All
shares issued to the Executive pursuant to his exercise of the
aforedescribed stock options shall be issued and subject to all
regulatory
requirements including, if necessary, such hold period as legally
required.
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e.
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No
Other Benefits. Subject to Section 5(b), Executive understands
and
acknowledges that the compensation specified in Sections 2 and
3 of this
Agreement shall be in lieu of any and all other compensation, benefits
and
plans including but without limiting the generality of the foregoing,
health plans or other health
benefits.
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4.
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Executive’s
Business Activities.
Executive shall devote all of this entire business time, attention
and
energy exclusively to the businesses and affairs of the Company,
Executive
may serve as a member of the Board of Directors of other organizations
that do not compete with the Company, and may participate in other
professional, civic, governmental organizations and activities
that do not
materially affect this ability to carry out his duties
hereunder.
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5.
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Termination
of Employment.
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a.
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For
Cause. Notwithstanding anything herein to the contrary, the Company
may
terminate Executive’s employment hereunder for cause for any one of the
following reasons: 1)conviction of a felony, or a misdemeanor where
imprisonment is imposed, 2)mission of any act of theft, fraud,
or
falsification of any employment or Company records in any material
way, 3)
executive’s failure or inability to perform any material reasonable
assigned duties after written notice from the Company of, and a
reasonable
opportunity to cure, such failure or inability, or 4) material
breach of
this Agreement which breach is not cured within ten (10) days following
written notice of such breach. Upon termination of Executive’s employment
with the Company for cause, the Company shall be under no further
obligation to Executive for salary or bonus, except to pay all
accrued but
unpaid base salary, accrued bonus (if any) and accrued vacation
to the
date of termination thereof.
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b.
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Without
Cause. The Company may terminate Executive’s employment hereunder at any
time without cause, provided, however, that Executive shall be
entitled to
severance pay in the amount of Base Salary in addition to accrued
but
unpaid Base Salary and accrued vacation, less deductions required
by law,
but if, and only if, Executive executes a valid and comprehensive
release
of any and all claims that the Executive may have against the Company
in a
form provided by the Company and Executive executes such form.
Executive
shall also be entitled to maintain his or her options, including
all bonus
options earned as per Clause 3(d) above to the date of termination,
under
the identical terms except that any non-vested options shall immediately
become vested on the date of termination
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c.
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Termination
for Good Reason. If Executive terminated his employment with the
Company
for Good Reason (as hereinafter defined), he shall be entitled
to the
besting benefits set forth in Section 3(d)(5) and the severance
benefits
set forth in Section 5(b). For purposes of this Agreement, “Good Reason”
shall mean any of the following: (i) relocation of the Company’s executive
offices more than forty miles from the current location, without
Executives concurrence; (ii) any material breach by the Company
of this
Agreement; (iii) a material change in the principal line of business
of
the Company, without Executive’s concurrence; (iv) any significant change
in the Executive’s duties and responsibilities; or (v) a change in control
which shall mean: (1) the acquisition (other than from Company)
by any
person, entity or “group”, within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act (excluding, for this purpose, any
employee
benefit plan of Company or its subsidiaries which acquires beneficial
ownership of voting securities of Company) of beneficial ownership
(within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of
50% or
more of either the then outstanding shares of Common Stock or the
combined
voting power of Company’s then outstanding voting securities entitled to
vote generally in the election of directors; or (2) the failure
for any
reason of individuals who constitute the Incumbent Board to continue
to
constitute at least a majority of the Board; or (3) approval by
the
stockholders of Company of a reorganization, merger, consolidation,
in
each case, with respect to which the shares of Company voting stock
outstanding immediately prior to such reorganization, merger or
consolidation do not constitute or become exchanged for or converted
into
more than 50% of the combined voting power entitled to vote generally
in
the election of directors of the reorganized, merged or consolidated
Company’s then outstanding voting securities, or a liquidation or
dissolution of Company or of the sale of all or substantially all
of the
assets of Company.
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d.
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Cooperation.
After notice of termination, Executive shall cooperate with the
Company,
as reasonably requested by the Company, to effect a transition
of
Executive’s responsibilities and to ensure that the Company is aware of
all matters being handled by
Executive.
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6.
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Disability
of Executive.
The Company may terminate this Agreement without liability if Executive
shall be permanently prevented from properly performing his essential
duties hereunder with reasonable accommodation by reason of illness
or
other physical or mental incapacity for a period of more than 120
consecutive days. Upon such termination, Executive shall be entitled
to
all accrued but unpaid Base Salary, accrued bonus (if any) and
accrued
vacation.
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7.
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Death
of Executive.
In the event of the death of Executive, the Company’s obligations
hereunder shall automatically cease and terminate; provided, however,
that
within 15 days the Company shall pay to Executive’s heirs or personal
representatives Executive’s Base Salary and accrued vacation accrued to
the date of death.
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8.
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Confidential
Information.
Executive shall hold in confidence and not divulge to any third
party any
information concerning the affairs of the Company or any proprietary
information of a secret or confidential nature owned or obtained
by the
Company which may have been disclosed to Executive by the Company
or
developed for the Company by Executive. Furthermore, Executive
shall not
use the information, which has been disclosed to tit by the Company
or
developed for the Company by Executive for its own purpose or in
connection with any work Executive may undertake for a third party.
The
obligations under this clause shall survive termination of this
Agreement
for any reason.
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9.
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Intellectual
Property.
Executive acknowledges that the Company shall or may, in reliance
of this
agreement, provide employees access to trade secrets, customers,
and other
confidential data and good will. Executive agrees to retain said
information as confidential and not to use said information on
his behalf
or disclose same to any third party during the period of employment
and
for a period of one year following termination of employment and
notwithstanding the cause or reason for
termination.
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Executive
acknowledges that he has been employed, in party, for the purpose
of
creating ideas and material that are useful for the business of
the
Company. Executive further acknowledges that the Company is the
owner of
the Intellectual Property rights associated with these ideas and
materials
and he or she will sign any assignments necessary to transfer or
confirm
the assignment of such ownership.
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| Executive shall disclose promptly to the Board of Directors, all trade secrets, confidential information, inventions, designs, copyrightable works and trademarks (“Intellectual Property”) he may create, either by himself, or in cooperation with others, during the course of his employment. |
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Executive
agrees to keep written or electronic records of the Intellectual
Property
he created at the office of the Company and further acknowledges
that such
records are the property to the Company. Executive shall not use
any
Intellectual Property that he may create during the course of his
employment for any other purpose than Company business, nor shall
the
undersigned disclose such Intellectual Property at any time within
on e
year following termination of employment and notwithstanding the
cause or
reason for termination.
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10.
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Exclusive
Employment.
During employment with the Company, (a) Executive will not do anything
to
compete with the Company’s present or contemplated business, nor will he
plan or organize any competitive business activity and (b) Executive
will
not enter into any agreement which conflicts with his duties or
obligations to the Company. Executive will not during h is employment
or
within one (1) year after it ends, without the Company’s express written
consent, solicit or encourage any employee, agent, independent
contractor,
supplier, consultant, investor, or alliance partner to terminate
or alter
a relationship with the Company.
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11.
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Assignment
and Transfer.
Executive’s rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, and any purported assignment,
transfer or delegation thereof shall be
void.
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12.
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Governing
Law.
This Agreement shall be interpreted and enforced in accordance
with the
laws of the State of Nevada USA.
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13.
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Severability.
Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid, but if any one or
more of the
provisions contained in this Agreement shall be invalid, illegal
or
unenforceable in any respect for any reason, the validity, legality
and
enforceability of any such provisions in every other respect and
of the
remaining provisions of this Agreement shall not be in any way
impaired.
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14.
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Entire
Agreement.
This Agreement (including the equity documentation referred to
herein, and
any indemnification agreement between the Executive and the Company)
contains the entire agreement of the parties with respect to the
subject
matter contained in the Agreement. There are no restrictions, promises,
covenants, or undertakings between Company and Executive, other
than those
expressly set forth in this Agreement. This Agreement supersedes
all prior
agreements and understandings between parties. This Agreement may
not be
amended or modified except in writing executed by the
parties.
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written
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ADVANCED
ID
CORPORATION
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| /s/ Xxxxxxx Xxxxxxxxxx | /s/ Xxxxx Xxxxxx | |
| Xxxxxxx Xxxxxxxxxx, Director | Xxxxx Xxxxxx, Director | |
| /s/ Xxxxxx Xxxxx | /s/ Xxxxx Xxxxxxxxxx | |
| Xxxxxx Xxxxx, Director | Xxxxx Xxxxxxxxxx, Director | |
| /s/ Che Ki Li | /s/ Xxxxxx X. Xxxxx | |
| Che Ki Li, Director | Xxxxxx X. Xxxxx, Executive | |
