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EXHIBIT 10-L
THIS EMPLOYMENT AGREEMENT entered into as of the 1st day of April A.D.
1994.
BETWEEN:
VERITAS ENERGY SERVICES INC., a body corporate,
having an office at the City of Calgary, in the
Province of Alberta.
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXXX X. XXXXXX ("Xxxxxx")
OF THE SECOND PART
WHEREAS the Company is engaged in the business of the acquisition and
processing of seismic data and other activities related to the oil and gas
industry and is desirous of engaging the services of Xxxxxx in the capacity of
President and Chief Executive Officer;
AND WHEREAS the Company and Xxxxxx have agreed to the compensation,
terms and conditions hereinafter set forth:
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants hereinafter contained, the parties hereto covenant and agree
as follows, namely:
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1. The Company agrees to retain the services of Xxxxxx and Xxxxxx hereby
agrees to provide managerial services to the Company for a period of nineteen
(19) months, commencing on the 1st day of April, A.D. 1994 and continuing
until the 31st day of October, A.D. 1995, at which time this Agreement shall be
automatically renewed for successive one (1) year periods on the anniversary
date of the Agreement unless terminated by either party hereto on written
notice to the other, such notice to be delivered at least thirty (30) days
prior to the expiry of the initial nineteen (19) month period or any renewal
thereof.
In the event that the Company gives notice of non-renewal, or of
termination, other than for just cause under Clause 5 hereof, Xxxxxx shall be
entitled to receive from the Company within thirty (30) days an amount equal to
24 months compensation at the rate set out in Clause 3 (a) (i) or any amendment
thereto.
2. Xxxxxx shall provide his managerial expertise to the Company which
shall include but not be limited to responsibility for the organization,
financial management, administrative, technical direction, personnel relations
and such other related duties and shall further devote his efforts, time,
attention and ability to the business and affairs of the Company on a full time
and exclusive basis. Xxxxxx shall not have any business interest which is in
direct competition with any business in the Company. If, in the reasonable
opinion of the Company, Xxxxxx does acquire or becomes a competitor of any
business of the Company, Xxxxxx agrees to immediately take such steps as may be
necessary to divest himself of such interest within thirty (30) days of receipt
of notice from the company to that effect.
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3. (a) The compensation package paid to Xxxxxx for its services
shall be as follows, namely:
(i) a monthly fee of Fifteen Thousand ($15,000.00) DOLLARS payable
in two equal instalments of Seven Thousand Five Hundred ($7,500.00) Dollars such
payments being due and payable on the 15th and last day of each month,
commencing April 15, 1994.
(ii) such further and additional payments to Xxxxxx by way of
bonuses, or other remuneration as from time to time determined by the Board of
Directors of the Company. Any such payments will be based on increased earnings
and cash flow per share achieved by Xxxxxx, and such other financial and
non-financial targets as the Board of Directors set from year to year.
4. Xxxxxx shall be reimbursed by the Company for all expenses actually and
properly incurred by him in connection with his duties hereunder and for all
such expenses he shall furnish statements and voucher to the Company. Xxxxxx
shall also have a vehicle for use in performing his duties hereunder and the
Company shall from time to time compensate him for expenses associated with the
said vehicle in a manner determined by the Board of Directors of the Company.
5. The parties hereto each agree that this Contract may be terminated by
the Company for just cause immediately upon the giving of written notice by the
Company to Xxxxxx specifying the effective date of termination and as well
specifying the event or events which constitute the "just cause" for
terminating this contract.
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6. In consideration of the fees payable to Xxxxxx hereunder, he agrees
that he shall not at any time during the term of this Agreement or thereafter
divulge to any person, firm or corporation the names of any or all of the
clients or customers of the Company nor shall he divulge to any person, firm or
corporation any special knowledge, methods or confidential information obtained
by him during the term of this Agreement.
7. Any notice to be given pursuant to this Agreement shall be sufficiently
given if served personally, or by facsimile transmission, or mailed, prepaid
and registered, addressed to the proper party as follows:
VERITAS ENERGY SERVICES INC.
0xx Xxxxx - 000 Xxxxx Xxxxxx X.X.
XXXXXXX, Xxxxxxx
XXXXX X. XXXXXX
Xxx 0, Xxxx 0, XX #0
XXXXXXX, Xxxxxxx
The above addresses may be exchanged at any time hereafter by giving thirty
(30) days written notice as hereinbefore provided. The date of the receipt of
any such notice shall be deemed conclusively to be the date of delivery if such
notice is served personally or by facsimile transmission or if mailed, three
(3) days after such mailing. In the event of a known interruption of postal
service, service of notice shall be by delivery only.
8. This Agreement shall be governed by and construed under the laws of the
Province of Alberta.
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9. This Agreement shall enure to the benefit of and be binding upon the
Company and its successors and assigns.
10. The parties agree that they have expressed herein their understanding
and agreement covering the subject matter of this Agreement. It is expressly
agreed that no implied covenant, condition, term or reservation shall be read
into this Agreement relating to or concerning the subject matter hereof.
IN WITNESS WHEREOF the parties hereto have hereunto executed this
Agreement, all as of the day, month and year first above written.
VERITAS ENERGY SERVICES INC.
Per: /s/ Xxxx Xxxxxxx
______________________
XXXXX X. XXXXXX
Per: /s/ X. X. XXXXXX
_____________________
