Contract
THIS
TERMINATION AGREEMENT
(the
“Agreement”) is entered into at the City of Montreal, Province of Quebec, on the
12th
day of
September, 2006
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BETWEEN:
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XXXXXXX
XXXXXXXX,
executive, residing at 000 Xxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxx
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(the
“Employee”)
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AND:
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DYNASTY
GAMING INC.,
a
corporation duly constituted under the laws of Canada, herein acting
and
represented by Xxxxxx Xxxxxxxx, its President and Chief Executive
Officer,
and Xxxx Xxxxxxxx, its Chief Financial Officer, duly authorized as
they so
declare
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(the
“Corporation”)
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WHEREAS
the
Employee has been employed by the Corporation since October 2001;
WHEREAS
the
Employee has resigned as corporate secretary of the Corporation effective as
of
October 6, 2006;
WHEREAS
the
Employee’s employment with the Corporation shall be terminated as of December
31, 2006;
WHEREAS
the
Corporation and the Employee (collectively the “Parties”) have agreed to the
terms and conditions of the Employee’s severance package;
NOW
THEREFORE,
in
consideration of the premises, the mutual promises herein contained and other
good and valuable consideration, the receipt and sufficiency of which the
Parties hereby acknowledge, the Parties agree as follows:
| 1. |
The
preamble forms an integral part of this
Agreement.
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| 2. |
The
Employee’s resignation as secretary of the Corporation is accepted
effective October 6, 2006.
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| 3. |
The
Employee’s employment with the Corporation is terminated effective
December 31, 2006 (the “Termination Date”). Notwithstanding the
Termination Date, the Corporation and the Employee agree that the
Employee
shall not be required to present himself for work after October 6,
2006.
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| 4. |
Until
the Termination Date, the Corporation shall continue to pay the Employee
his current salary and the Employee shall be entitled to receive
his
current benefits, including, without limitation, payment of automobile
lease, participation in group insurance plan, monthly expense allowance,
four weeks paid vacation annually, and participation in the Corporation’s
stock option plan.
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| 5. |
On
January 2, 2007, the Corporation shall pay to the Employee as a
termination payment, in complete and final settlement of any and
all
claims related to the termination of the Employee’s employment (including,
without limitation, claims for remuneration, severance and accrued
vacation), the amount of eighty-three thousand six hundred and fifty-five
dollars ($83,655), representing nine (9) months salary, subject to
such
payroll and withholding deductions as may be required by
law.
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| 6. |
The
Corporation has requested that the Employee be available to assist
the
Corporation with respect to certain regulatory matters for a period
of one
year following the Termination Date, and the Employee has agreed
to do so
in consideration for the extension of the term of all existing stock
options previously granted to the Employee, the whole upon the terms
and
conditions of a consulting agreement to be entered into by the Parties
on
this date (the “Consulting
Agreement”).
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| 7. |
The
Employee agrees to return to the Corporation on or before the Termination
Date any door and file keys, any credit cards, documents, records,
software, equipment and any other items belonging to the
Corporation.
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| 8. |
The
Employee acknowledges that in the course of his employment with the
Corporation he has had access to confidential information of the
Corporation and its subsidiaries (the “Confidential Information”). The
Employee agrees and covenants that he will keep secret all Confidential
Information and will not, directly or indirectly, either before or
after
the Termination Date, disclose or disseminate to anyone or make use
of,
otherwise than for the fulfillment of his employment duties prior
to the
Termination Date, any Confidential Information. Notwithstanding the
foregoing, the obligations of confidentiality and non-disclosure
shall not
apply to information that:
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| (i) |
becomes
a part of the public domain through no fault of the
Employee;
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| (ii) |
is
at the time of disclosure already in the possession of or becomes
lawfully
available to the recipient on a non-confidential basis from a third
party
entitled to make such disclosures;
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| (iii) |
is
required to be disclosed in virtue of any law, regulation, policy
or order
by any competent authority provided that the Employee has given the
Corporation five (5) days prior notice of such disclosure;
or
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| (iv) |
is
specifically released in writing by the Corporation from confidential
status.
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| 9. |
The
Employee hereby irrevocably releases and fully discharges the Corporation,
its directors, officers, shareholders and affiliates, from any and
all
claims, actions, causes of action, charges, complaints, obligations,
rights, demands, debts, damages, costs, attorneys fees, losses,
liabilities or accounting of whatever nature concerning or relating
to the
Employee’s employment with the Corporation and the termination thereof,
save and except that this release and discharge shall not apply to
the
performance of the Corporation’s obligations (including payment of salary
and severance) under this Agreement or the Consulting
Agreement.
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| 10. |
The
Corporation hereby irrevocably releases and fully discharges the
Employee
from any and all claims, actions, causes of action, charges, complaints,
obligations, rights, demands, debts, damages, costs, attorneys fees,
losses, liabilities or accounting of whatever nature concerning or
relating to the Employee’s employment with the Corporation and the
termination thereof, save and except that this release and discharge
shall
not apply to the performance of the Employee’s obligations under this
Agreement or the Consulting
Agreement.
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| 11. |
The
Employee acknowledges that the meaning, effect and the terms of this
Agreement and the release herein contained have been fully explained
to
him.
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| 12. |
The
provisions of this Agreement shall enure to the benefit of, and be
binding
upon, the Parties hereto and their respective successors, assigns,
heirs
and legal representatives.
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| 13. |
This
Agreement shall be governed by the laws of
Quebec.
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| 14. |
This
Agreement constitutes a transaction between the Parties in accordance
with
articles 2631 and following of the Civil Code of
Quebec.
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| 15. |
The
parties have agreed that this Agreement and related documents be
drafted
in English. Les parties ont convenu que la présente entente et tout autre
document y afférant soient rédigés en
anglais.
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IN
WITNESS WHEREOF,
the
parties have signed this Agreement in Montreal, Quebec, this 12th
day of
September, 2006.
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| /s/ | ||
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Xxxxxxx Xxxxxxxx |
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Dynasty
Gaming Inc. |
| /s/ | ||
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Per: Xxxxxx Xxxxxxxx, President and CEO |
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| /s/ | ||
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Per: Xxxx Xxxxxxxx, CFO |
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