AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), dated February 9,
2005, is by and between D. Xxxxx Xxxxxxxx, an individual ("Executive"), and
WaveRider Communications Inc., a Nevada corporation ("Employer"). All terms not
defined herein shall have the same meaning as set forth in the Employment
Agreement, dated November 18, 1997, by and between Employer and Executive (the
"Employment Agreement").
WHEREAS, Employer and Executive have previously entered into the
Employment Agreement;
WHEREAS, subsequent to the date of the Employment Agreement, certain
amendments were effected by resolution of Employer's Board of Directors and
Compensation Committee pursuant to which amendments were made to the
compensation and severance provisions of the Employment Agreement, including,
without limitation, the increase, on or about February 25, 2000, of Executive's
severance package to include a minimum of three year's salary in addition to
other amounts and benefits as set forth in the Employment Agreement;
WHEREAS, Employer desires to further amend the Employment Agreement to
decrease Executive's severance package to include a minimum of one year's salary
in addition to other benefits set forth in the Employment Agreement, and
Executive has agreed to do so pursuant to the terms and conditions set forth in
this Amendment; and
WHEREAS, Section 18 of the Employment Agreement provides that, upon
authorization by Employer, the Employment Agreement may be amended by the
written agreement of Employer and Executive;
NOW THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
(a) That pursuant to Section 18 of the Employment Agreement, the Employment
Agreement is hereby amended by deleting subsection (d) of Section 10 in its
entirety and replacing it with the following new subsection (d):
"(d) Termination by the Corporation without Cause. In the
event of a termination without cause, the Executive shall
receive a severance package which shall include (i) one year's
actual base salary (not taking into account any agreed to
reduction in such base salary) payable to Executive over a
twelve-month period at the same time as Executive's base
salary otherwise would have been payable (the "Severance
Period"), and (ii) a continuation of the benefits set forth in
Sections 6 and 8 of this Employment Agreement during such
Severance Period. It is agreed and understood that the
severance package described in the immediately preceding
sentence is reasonable and includes any obligations which the
Employer may have or pay in lieu of notice and/or severance
pay pursuant to the Employment Standard Act, R.S.O. 1990, c.
E-14, or its counterpart in any other jurisdiction. It is
agreed that this Employment Agreement may not be terminated by
the Corporation without cause, without the approval of the
board of directors of the Corporation."
(b) In consideration of the foregoing amendment, Executive shall be issued
options to acquire 500,000 shares of Employer's common stock at an exercise
price equal to the fair market value of such shares on the date of grant. Such
options will be fully vested as of the date of grant. All references in the
Employment Agreement to "Purchase Options" shall be deemed to include the
options set forth in this paragraph (b).
(c) This Amendment may be executed in any number of counterparts, each such
counterpart shall be deemed to be an original instrument, and all such
counterparts together shall constitute but one agreement.
(d) The Employment Agreement and this Amendment set forth the entire
understanding between Employer and Executive relating to the subject matter
hereof, and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of or by and between Employer and
Executive in respect of such subject matter including, without limitation, any
prior amendments to the Employment Agreement or compensation package by
Employer's board of directors or compensation committee. This Amendment may not
be amended except by a written instrument hereafter signed by each of the
parties hereto.
IN WITNESS WHEREOF, Employer and Executive have executed this Amendment
as of this 9th day of February, 2005.
EMPLOYER
WaveRider Communications Inc.
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director
SIGNED, SEALED and ) EXECUTIVE
DELIVERED in the presence of: )
)
)
/s/ X. Xxxxxx ) By: /s/ D. Xxxxx Xxxxxxxx
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Witness Name: D. Xxxxx Xxxxxxxx
