EXHIBIT 4.15
MANAGEMENT SERVICES AGREEMENT
MADE THIS 4TH DAY OF MARCH 2002
PARTIES:
1. ELITE LOGISTICS INC. AND ELITE LOGISTICS SERVICES, INC. (COLLECTIVELY
"ELITE"), AND;
2. XXXXXXX X. XXXXXX (MANAGER) OF THE SECOND PART.
BACKGROUND:
1. ELITE wishes to retain the services of MANAGER to provide management
services in accordance with the Position Specification attached hereto.
2. MANAGER agrees to render such services to ELITE subject to the terms
and conditions of this Contract.
3. The mission of ELITE as outlined in its business plan is as follows:
"Elite will harness the power of wireless communications and global
positioning technology to improve the security of life and property and
the efficiency of our clients' business by providing best of breed
monitoring, tracking and information systems for motor vehicles and
other mobile and fixed assets."
4. Pursuant to this Management Services Agreement MANAGER will assist
ELITE to fulfill its business plan and accomplish its mission.
DECLARATION
I, MANAGER declare that I have read and fully understand the conditions of
employment detailed in the attached Management Services Agreement and accept
them fully.
SIGNED BY MANAGER SIGNED FOR AND ON BEHALF OF
ELITE LOGISTICS INC. AND ELITE
LOGISTICS SERVICES, INC.
By: By:
......................................... .........................................
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: Chairman
Witness: Witness:
................................... ....................................
Full Name Full Name
................................... ...................................
Address Address
..................................... .....................................
Occupation Occupation
.................................. ..................................
1 DEFINITIONS:
ELITE Means
ELITE Logistics Inc., ELITE Logistics Services, Inc. and all subsidiary
and affiliate companies in which ELITE may have an equity interest from time
to time.
THE BOARD Means the Board of Directors of ELITE Logistics, Inc.
THE BUSINESS PLAN Means the plan for the operation of ELITE's business as approved by the Board
and amended by the Board from time to time.
CHANGE IN CONTROL "Change in Control" shall mean (i) the time that the Corporation first
determines that any person and all other persons who constitute a group
(within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934 ("Exchange Act")) have acquired direct or indirect beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of twenty percent
(20%) or more of the Corporation's outstanding securities, unless a majority
of the "Continuing Directors" approves the acquisition not later than ten
(10) business days after the Corporation makes that determination, or (ii)
the first day on which a majority of the members of the Corporation's board
of directors are not "Continuing Directors."
CONFIDENTIAL INFORMATION Means all information that is confidential to and the property of ELITE
whether in written, electronic or other form or retained in the mind of the
MANAGER. Without limiting the generality of the forgoing, it includes all
and any information relating to the business, business plans, affairs,
policies, processes, intellectual property (including without limitation
software products, source codes, designs, specifications, drawings,
technical information, know how, trade secrets, technical and scientific
research, copyright, patents and patent applications), documents, costing,
pricing methods, operations, finances, strategic relationships, customers,
product knowledge, quality standards, devices, market research, past and
present legal or regulatory matters and all such similar information of
ELITE.
DOCUMENTS Means all memoranda, notes, specifications, manuals, drawings, plans, design
reports, records and other material stored in written, audio, visual or
electronic or whatsoever form
INTELLECTUAL PROPERTY Means the right to use, copy, modify, market, or license any software concept,
design, source code, or documentation. It also includes all rights to any
brand, patent, copyright, registered design, trademark, distinguishing logos,
trade secret or any other intellectual property right belonging to ELITE
including any software, systems or products discovered by MANAGER or by
ELITE. It also includes such other Industrial, Intellectual and Contractual
Property as may further establish or reinforce the ELITE rights in the ELITE
software, systems and products.
MANAGEMENT SERVICES AGREEMENT Means this agreement between the parties and any amendments thereto.
REQUIRED NOTICE OF TERMINATION Means the minimum period for notice of termination set out in Schedule A.
REVIEW DATE Means the date for annual salary review as set out in Schedule A.
TERRITORY Means the territories as set out in Schedule A.
TERMINATION FOR CAUSE "Termination For Cause" shall mean termination by the Corporation of the
Executive's employment by the Corporation by reason of the Executive's
wilful dishonesty towards, fraud upon, or deliberate injury or attempted
injury to the Corporation, or by reason of the Executive's wilful material
breach of this Agreement, which has resulted in material injury to the
Corporation.
TERMINATION OTHER THAN FOR CAUSE "Termination Other Than For Cause" shall mean termination of the Executive's
employment by Elite (other than in a Termination for Cause) and shall include
constructive termination of the Executive's employment by reason of the
Corporation's material breach of this Agreement, such constructive
termination to be effective upon notice from the Executive to the Corporation
of such constructive termination.
VOLUNTARY TERMINATION "Voluntary Termination" shall mean the Executive's termination of his/her
employment by the Corporation other than (i) constrictive termination as
described herein, (ii) "Termination Upon a Change in Control," and (iii)
termination by reason of the Executive's death or disability as described
herein.
TERMINATION UPON A CHANGE IN CONTROL "Termination Upon a Change in Control" shall mean the Executive's termination
of his/her employment with the Corporation within 120 days following a
"Change in Control."
CONTINUING DIRECTORS "Continuing Directors" shall mean, as of any date of determination, any
member of the Corporation's board of directors who (i) was a member of that
board of directors on 4 March 2002, (ii) has been a member of that board of
directors for the two years immediately preceding such date of
determination, or (iii) was nominated for election or elected to the
Corporation's board of directors with the affirmative vote of the greater of
(4) a majority of the Continuing Directors who were members of the
Corporation's board of directors at the time of such nomination or election
of at least (4) Continuing Directors.
2. COMMENCEMENT DATE
2.1 This Contract shall commence on the commencement date specified in
Schedule A.
3 MANAGER'S DUTIES
3.1 MANAGER shall perform the duties set out in the Position Specification
contained in Schedule B diligently and competently and in a
professional manner to the best of MANAGER'S ability for the benefit of
ELITE. The Chairman and/or Board of Directors may from time to time at
their sole discretion as is deemed appropriate assign to MANAGER such
other responsibilities and duties commensurate with MANAGER'S time and
abilities to handle them.
3.2 MANAGER shall work full-time (a minimum 40 hours per week) for ELITE.
MANAGER may act as a non-executive director or advisor for other
companies provided that MANAGER advises Elite of such other activities
and they do not, in the opinion of the Chairman and/or Board of
Directors impair MANAGER'S ability to fulfill this Agreement.
3.3 MANAGER shall prepare such business plans, forecasts, activity reports,
financial reports, and management reports as the Chairman and/or Board
of Directors may request. MANAGER shall inform the Chairman and/or
Board of Directors of important developments including without
limitation:
o Information about competitors, their products and prices.
o Comments on ELITE' products from actual and prospective
customers.
o Opportunities for further product development or for new
products.
o Any other market intelligence.
3.4 MANAGER acknowledges receipt of a copy of the Employee Handbook and
Company Policy Manual with Executive Addendum and has read understood
and agreed to the same. MANAGER agrees to abide by company policy and
such other reasonable limitations upon his scope of authority as may be
established from time to time by the Board.
3.5 MANAGER shall comply with all the applicable laws and regulations in
the territory in performing his duties for ELITE.
4 SALARY AND SALARY REVIEWS
4.1 MANAGER shall receive the compensation package including the salary and
performance related cash bonuses detailed in Schedule A in the manner
detailed. Salary, including cash bonuses, shall be reviewed annually by
the Board of Directors on the Review Date.
5. GENERAL CONDITIONS
5.1 The general conditions of employment shall be as set out in the
Employee Handbook (copy attached at Schedule C) except as stated herein
and as amended from time to time.
6. EXPENSES.
6.1 ELITE shall reimburse MANAGER for reasonable business expenses
necessarily incurred in the performance of his duties in accordance
with ELITE T&E policies and procedures that are in effect at the time
the expenses are incurred.
6.2 If ELITE provides MANAGER with a corporate credit card, MANAGER is
responsible for any personal charges incurred on the company credit
card and without limitation to any other remedy which may be available
to ELITE hereby grants to ELITE the right to offset such charges
against any and all amounts which may be due to MANAGER from ELITE.
MANAGER shall return such credit card to ELITE immediately upon request
by ELITE and in any event upon termination of this Agreement for
whatever reason.
6.3 If ELITE provides MANAGER with a corporate phone card, MANAGER is
responsible for any personal charges incurred on the company phone card
and without limitation to any other remedy which may be available to
ELITE hereby grants to ELITE the right to offset such charges against
any and all amounts which may be due to MANAGER from ELITE. MANAGER
shall return such phone card to ELITE and desist from using such
service immediately upon request by ELITE and in any event upon
termination of this Agreement for whatever reason.
7. CONFIDENTIAL INFORMATION
7.1 MANAGER acknowledges that by virtue of MANAGER'S employment with ELITE,
MANAGER will gain knowledge of Confidential Information. MANAGER agrees
and acknowledges that all such Confidential Information is the sole and
exclusive property of ELITE. MANAGER covenants that the Confidential
Information, and any other information obtained by MANAGER in relation
to ELITE shall during the currency of MANAGER'S employment and at all
times thereafter, be kept secret and confidential and except to the
extent that any such Confidential Information or other information
shall be part of the public domain (other than as a result of the
breach by the MANAGER of this Clause) such information shall not be
disclosed other than as required by law.
7.2 MANAGER will not disclose Confidential Information to such parties
within ELITE who MANAGER should reasonably expect to be excluded from
receiving such Confidential Information.
7.3 MANAGER further agrees to promptly deliver to ELITE upon termination of
this contract, or at any time that ELITE may so request, all software,
media memoranda, notes, records and other documents comprising
Confidential Information that he then possesses or has under his
control.
7.4 The MANAGER shall not during the term of this Contract or subsequently
directly or indirectly divulge to any person other than MANAGER'S
professional advisor(s) any of the terms of this Contract.
8. PROTECTION OF INTELLECTUAL PROPERTY
8.1 MANAGER acknowledges that all ELITE software, systems, products and
processes are proprietary to the ELITE by virtue of their unique
design.
8.2 MANAGER shall have no rights in respect of any Intellectual Property of
the ELITE, or the goodwill associated therewith and MANAGER
acknowledges that all such rights are vested in ELITE.
8.3 MANAGER shall not during the term of this contract or for a period of
two years thereafter knowingly aid, abet or assist, either directly or
indirectly, anyone else in replicating, creating, manufacturing,
marketing, licensing, or in any other way dealing in systems and
products infringing the ELITE's Intellectual Property.
8.4 MANAGER shall comply with all directives of the Board and take all
other reasonable steps to prevent infringement by third parties of the
Intellectual Property of ELITE.
8.5 MANAGER shall promptly notify the Board of Directors in the event that
he becomes aware of any infringement by third parties of ELITE's
Intellectual Property.
8.6 MANAGER further agrees to promptly deliver to ELITE on termination of
this
Management Services Agreement, or at any time that ELITE may so
request, all memoranda, notes, records and other documents comprising
or relating to the Intellectual Property that MANAGER then possesses or
has under MANAGER'S control.
9. COVENANTS NOT TO COMPETE
9.1 MANAGER agrees that the services he has to perform under this contract
are of a special, unique, unusual, extraordinary and intellectual in
character.
9.2 MANAGER acknowledges that ELITE would sustain considerable injury were
MANAGER to take the knowledge, skills, business contacts and
information (whether confidential or otherwise) acquired during
MANAGER'S service with ELITE and use them to compete with ELITE.
9.3 MANAGER covenants that during the term of this Agreement and for a
period of one year after termination for any reason, neither MANAGER,
nor any corporation, partnership or joint venture of which MANAGER is a
member, will without the prior written consent of ELITE, either
directly or indirectly, and whether as principal, agent, trustee,
financier, shareholder, debenture holder, director, consultant,
partner, advisor, or otherwise in the Territory:
a) Compete with the Business of ELITE as carried on by ELITE
until the date of termination.
b) Be concerned in any corporation or business that is or may be
engaged or concerned in or does or may carry on business that
competes with the Business of ELITE as carried on by ELITE
until the date of termination. MANAGER may hold or make
investments in Companies whose business does not directly
compete with the Business at the time of making such
investment, but shall immediately disclose such investments
should their business subsequently become competitive.
c) Solicit or entice away from ELITE by any means whatsoever (or
endeavor to do so) any business from any person who is or was
a customer of ELITE within the six month period prior to
termination of this Agreement.
d) Employ, offer or procure the offer of employment, or solicit
or entice away from ELITE, or induce to breach his/her
contract of service with ELITE (or endeavor to do so) any
person who was employed by ELITE or who was an officer or
agent of ELITE, or a contractor to ELITE at the date of
termination or was employed by ELITE in any such capacity at
any time during the six month period prior to termination.
9.4 MANAGER will not at any time after termination represents himself as
being in any way connected with or interested in the Business or
affairs of ELITE.
9.5 The provisions of this Clause 9 shall bind and enure for the benefit of
the Parties after the termination of this Contract.
9.6 MANAGER acknowledges that this covenant not to compete is not
unreasonably restrictive nor will it interfere with his ability to earn
his livelihood for among other things the following reasons:
o It covers only those services and products of the type
marketed by ELITE. The market for such systems and products is
very small relative to the total software market.
o Inconvenience of this covenant not to compete upon MANAGER is
minimal in comparison with the hardship that ELITE would
potentially sustain without it.
o The experience and skills that MANAGER acquires in the course
of his employment with ELITE are readily transferable to other
non-competing management opportunities on termination of his
contract with ELITE.
9.7 Each of the undertakings of MANAGER contained in Clause 9.3 shall be
read and construed independently of the other undertakings so that if
one or more should be held to be invalid as an unreasonable restraint
of trade or for any other reason whatever then the remaining
undertakings shall be valid to the extent that they are not held to be
so invalid.
9.8 While the undertakings of MANAGER contained in Clause 9.3 and 9.4 are
considered by the Parties to be reasonable in all the circumstances, if
one or more of such undertakings should be held to be invalid as an
unreasonable restraint of trade or for any other reason whatsoever, but
would have been held valid if part of the wording thereof had been
deleted or the period thereof reduced or the range of activities or
area dealt with thereby reduced in scope, the said undertakings shall
apply with such modifications as may be necessary to make them valid
and binding upon the MANAGER. Any such modifications shall be kept to a
minimum.
9.9 As further consideration for entering into the restrictive covenants
contained in this Agreement MANAGER shall receive the incentive bonus
and/or stock option grants as set out in Schedule A.
10 INTELLECTUAL PROPERTY ASSIGNMENT
10.1 MANAGER agrees that all software, inventions, processes, products,
designs or procedures relating to the Business of ELITE which MANAGER
may develop or participate in the development of during the term of
this Contract (hereinafter collectively referred to as "MANAGER'S
Intellectual Property") whether during normal working hours or not
shall be deemed to be the property of ELITE or its assignee.
10.2 MANAGER agrees to assign his rights if any to MANAGER'S Intellectual
Property to ELITE and further to sign any documents reasonably required
by ELITE in order to protect ELITE' interest in the MANAGER'S
Intellectual Property.
11 TERM
11.1 The initial term of this contract is set out in Schedule A. Thereafter
it may be renewed by mutual agreement until terminated by either party
giving the other party the Required Notice of Termination.
11.2 ELITE may terminate this contract forthwith for cause if:
o MANAGER is guilty of gross dereliction of duty, incompetence
or a major breach of this contract
o MANAGER commits any illegal, dishonest or fraudulent act
against the company or is indicted, convicted or pleads nolo
contendere to any felony or any act of moral turpitude
o MANAGER is guilty of the use or possession of illegal drugs,
or the excessive use of alcohol, or commits any other act that
brings ELITE into disrepute.
o ELITE shall have the option to terminate this contract "for
cause" if MANAGER dies, or is incapable of performing
MANAGER'S obligations, in the normal manner, on account of
disability for ten consecutive weeks, or in the aggregate
fifteen weeks, of any year.
Any other termination shall be deemed to be without cause.
ELITE shall have the right to terminate this Agreement without cause
upon written notice to MANAGER. If ELITE terminates this Agreement
without cause, ELITE shall accelerate vesting of all options and pay
MANAGER according to "PAYMENT ON TERMINATION OF EMPLOYMENT" SCHEDULE A.
The Termination of this contract shall be without prejudice to the
rights of the parties that accrued up to the date of termination.
Termination shall not affect those clauses herein, which by their
nature the parties intend to survive termination.
11.3 Manager may terminate with good cause if
o Elite is in breach of
management services agreement
o Elite permanently reduces Manager's compensation package or
demotes Manager from the contemplated Position of authority.
o There is a change of control of the company.
In the event of termination by Manager for Good cause vesting of all
options shall be accelerated and MANAGER shall be entitled to
compensation according to Paragraph 7, Severance, Schedule A.
12. REPRESENTATIONS AND WARRANTIES
12.1 The parties represent the warrant to each other:
o Each is free to enter into this
Management Services Agreement
o Each possesses the legal authority to enter into this
Management Services Agreement
o There are no outstanding contractual commitments that will
prevent or restrict any of them from entering into this
Agreement and performing the obligations hereunder.
13. GOVERNING LAW
13.1 The laws of
Texas and controlling Federal Law shall govern this
Management Services Agreement and any action hereunder shall subject to
the jurisdiction of the federal and state courts sitting in Xxxxxx
County,
Texas.
14. ENTIRE AGREEMENT
14.1 This contract represents the entire agreement between the parties with
respect to the subject thereof as such it supersedes and replaces any
prior arrangements between the parties either oral or written.
14.2 Any changes or modifications to this contract shall be valid only if
made in writing and signed by both parties.
15. SEVERABILITY
15.1 Each provision in this
Management Services Agreement is severable
wholly and in part and if any provision is said to be illegal or
unenforceable for any reason only the illegal or unenforceable portion
shall be ineffective and the remainder shall remain in full force and
effect.
16. AMENDMENT
16.1 Any purported amendment or variation of this Agreement must be in
writing and be signed by both Parties.
SCHEDULE A
COMPENSATION, TERMS AND CONDITIONS
NAME Xxxxxxx X. Xxxxxx
POSITION President and Chief Executive Officer, Elite Logistics, Inc. and Elite
Logistics Services, Inc. and member of Board.
COMMENCEMENT DATE 4 March 2002 (or such earlier date as may be agreed).
INITIAL TERM 1 Year
REVIEW DATE 1 March each year.
TERRITORY United States of America
REQUIRED NOTICE OF One (1) month's notice in writing
TERMINATION
COMPENSATION
1. ANNUAL COMPENSATION
MANAGER shall receive the following salary and performance bonus:
SALARY AND Base Salary (payable monthly) $175,000.00
PERFORMANCE RELATED per annum
BONUS: Bonus (1) $87,500.00
per annum
TOTAL ON TARGET REMUNERATION $262,500.00
CAR ALLOWANCE Payable [Monthly ] $ 600.00 per month
(1) Bonuses are payable on achievement of goals established by the Board of
Directors. (To be agreed within 30 days from the date of this
agreement.)
CAPITAL RAISING $43,750.00
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1. Minimum $100,000 within the first 30 days from date of agreement.
2. Additional $ 200,000 within the 30 days from date of agreement.
3. Minimum $1,000,000 within 90 days from date of agreement.
4. Line of credit to restart shipping product and supporting sales growth of up to
1200 units / month shipment.
5. Minimum $7,000,000 within twelve months from date of agreement.
SALES TARGETS: $ 21,875.00
1. 3/02-5/02 $500,000
2. 6/02-8/02 $850,000
3. 9/02-11/02 $1,150,000
4. 12/02-2/03 $ 1,500,000
PROFITABILITY: 1 month of profitability within 6 months from date of agreement. $ 21,875.00
Total: $ 87,500.00
Bonus will be paid quarterly no later than the date of the filing of
the Company's quarterly reports (10Q and 10K).
2. RETENTION BONUS
In addition to the Annual Compensation detailed below MANAGER shall
receive stock option allocations in accordance with the 1999 Employee
Stock Option Plan as follows:
Allotment Exercise Price Vesting Date
--------- -------------- ------------
250,000 Shares $ 0.30 Upon Signing
250,000 Shares $ 0.30 03/04/2003
250,000 Shares $ 0.30 03/04/2004
250,000 Shares $ 0.30 03/04/2005
3. INVESTMENT OPTION
MANAGER shall at any time within 6 months of the execution of this
agreement be entitled to purchase a minimum of 400,000 shares at a
price of $0.25 each (total investment $100,000.00).
4. ANNUAL LEAVE / PAID VACATION
MANAGER shall, be entitled to 4 weeks paid annual vacation to be taken
in accordance with company policy.
5. ANNUAL LEAVE / PAID VACATION
MANAGER shall be entitled to leave of absence and compensation in
accordance with company policy as set out in the Employee Handbook
during periods of sickness, disability, or bereavement.
6. HEALTH INSURANCE
MANAGER and MANAGER's dependents will be eligible for participation in
the company's group health insurance scheme in accordance with company
policy.
7. CAR LEASE
MANAGER shall be entitled to the full use of a company motor vehicle.
8. SEVERANCE
On termination of this Agreement by Company MANAGER will be paid lump
sum distribution of the following:
i. Salary to date of termination.
ii. Accrued annual leave.
iii. All bonuses and commissions accrued to the date of
termination.
If the termination by Company is for other than cause MANAGER will be paid
additional lump sum distribution of the following:
i. 12 month salary.
ii. Any and all bonuses and commissions for 12 months at
100% value identified in this agreement for a period
of one year from the effective date of termination.
iii. Continue to pay the benefits for a period of one year
from the effective date of termination of this
agreement.
iv. Full vesting of all invested options.
Unused sick leave is not payable on termination of employment.
SCHEDULE B
POSITION SPECIFICATION
NAME: Xxxxxxx X. Xxxxxx
POSITION: President and C. E. O., Elite Logistics Services, Inc. and
Elite Logistics, Inc.
REPORTING TO: Board of Directors of Elite Logistics, Inc.
AREAS OF RESPONSIBILITY PERFORMANCE CRITERIA
----------------------- --------------------
1. BUSINESS PLAN AND FUNDING
Strategy: Complete a restructuring and restart of the 1. Conclude a minimum of $7,000,000.00 in
company to facilitate the goals and objectives outlined funding over the next 12 months for the
in Attachment 1. company to support proper operations and
growth.
Objectives: Assure that the company is properly funded 2. Increase product sales to a minimum of
and obtains profitability over the next 12 months. 1500 units per month with 12 months
minimum revenues of $4,000,000.00.
3. Achieve operating profitability within six
Responsibilities/authorities: Responsible for the months of the date of employment.
overall daily company operations with full authority in
accordance with Attachment 1 (Board of Directors 4. Within 30 days from the date of employment
requirements) provide the Board of Directors with a
Business Plan
5. Within 30 days from date of employment
provide the Board of Directors with a plan
and schedule for the company operations
for the next 12 months that outlines and
supports the restructuring and growth of
the company and this identified
performance criteria.
2. INVESTOR RELATIONS
Strategy: Develop an acceptable Investor Relations plan 1. Implement an Investor Relations plan that
to support and maintain the value of the company's assure an acceptable return to Elite
publicly traded stock. Investors with a target stock price of
$2.00 within 12 months.
Objectives: Increase the Company's stock
performance/value to assure a proper return to investors 2. Over the next 24 months move the company
and move the company to a NASDAQ Small Cap position. into a position to allow for a move to the
NASDAQ Small Cap.
Responsibilities: Responsible for preparing, submitting
to the Board of Directors and implementing a proper 3. Prepare and submit to the Board of
strategy and plan to accomplish the identified Directors an acceptable plan to accomplish
objectives. these identified performance criteria.
AREAS OF RESPONSIBILITY PERFORMANCE CRITERIA
----------------------- --------------------
3. INTELLECTUAL PROPERTY
Strategy: Assure that the company's current Intellectual 1. Assure that the Company Business Plan
Property is maintained in a current status, is properly contains adequate detail to allow the Board
enforced and, along with future property, properly of Directors appointed Intellectual
supports the business plan. Property Committee to maintain proper
protection for the company.
Objectives: Develop and maintain a proper Business Plan 2. Coordinate closely with the Intellectual
and Sales and Marketing Plan that is protected by the Property Committee to assure that the
Company's Intellectual Property Enforcement Plan that will Company's Intellectual Property properly
protect the company's ability to operate in the space and supports the Company's Sales and Marketing
control and limit the entry of others into the space. Plan and that the Sales and Marketing Plan
properly supports the Intellectual Property
Enforcement Plan.
Responsibilities: Assure that a proper Business Plan Sales 3. Report to the Board of Directors any and
and Marketing Plan are maintained by planning committees. conflicts between the Intellectual Property
That these plans maintain readily visible market areas, Enforcement Plan and the Company's Sales
research and development goals and objects to assure that and Marketing Plan that cannot be agreed on
proper Intellectual Property protection is maintained. and between the Intellectual Property Committee
the President and CEO.
SCHEDULE C
GENERAL TERMS AND CONDITIONS
Annual leave Annual leave is provided in accordance with Schedule A. All
holidays shall be taken within twelve months of the date of
entitlement or forfeited unless otherwise approved by the board.
All applications for annual leave shall be made on the leave
application form and shall require a minimum of two weeks
notice.
Bereavement leave MANAGER is entitled to 3 days bereavement leave in each year on
the death of the MANAGER's spouse, child, parent, brother or
sister, grandparent, mother in law or father in law. The
entitlement will not form part of any benefit payable upon
termination of the Management Services Agreement. MANAGER shall
complete a Bereavement Leave Application and file with the human
resources manager.
Domestic Leave MANAGER is entitled to up to five days leave on ordinary pay where
MANAGER finds that it is essential to stay at home in an
emergency in the event of illness of a husband or wife,
dependent child or dependent parent. Such leave shall be treated
as though it were due to MANAGER's own sickness and shall be
subject to the following conditions: leave shall be set-off
against MANAGER's sick leave entitlement On return to work
MANAGER shall complete a sick leave notification and file with
the human resources manager. If requested, a medical certificate
shall be provided to support such leave entitlement.
Dress Code MANAGER is expected to comply with ELITE" dress code as
published in the Employee Handbook from time to time.
Hours of Work MANAGER is expected to work a minimum of 40 hours in any week.
These will normally be worked Monday to Friday at any time
between 8.00 a.m. and 6.00 p.m. to suit the MANAGER.
Notice period for termination of Either party may terminate the Management Services Agreement by
employment giving the other party one (1) months notice in writing.
Payment on termination of On termination of management MANAGER will be paid Salary to
Employment date of termination Accrued annual leave 12 months salary if
the termination is for other than cause. Any and all bonuses and
commissions accrued to the date of termination. Any and all
bonuses and commissions identified in this agreement if the
termination is for other than cause. Unused sick leave is not
payable on termination of employment
Retiring Age Unless otherwise approved, the retiring age of MANAGER will be
65.
Sick leave* After six months of service MANAGER is entitled to 10 days sick
leave for each year of service. This may be accumulated to 30
days and may only be taken in case of genuine illness or
disability. The entitlement will not form part of any benefit
payable upon termination of the Management Services Agreement.
On return to work MANAGER shall complete a sick leave
notification and file with the human resources manager.
Public Holidays Public holidays shall be taken in accordance with company practice
as set out in the employee handbook.
Board of Director Approval All actions dealing with existing and/or new stock or stock
Requirements warrants. Hiring of or change in the position of Chief Financial
Officer. Relocation of the company. Change in the state of
incorporation.
