EXHIBIT 10.7
XXXXXXX XXXXX
CONTRACT FOR SERVICES
THIS SERVICES AGREEMENT (the "Agreement") is made and entered into this
1st day of May, 2003, by and between International Absorbents, Inc., a British
Columbia corporation (the "Company"), and Xxxxxxx Xxxxx operating under the firm
name and style of Current Systems, an individual proprietorship which is
resident in the Province of British Columbia, Canada, and Current Systems offers
expertise and services to International Absorbents, Inc.
WITNESSETH:
WHEREAS Current Systems has knowledge in the manufacture, sales,
marketing, and management of specialty fiber products businesses and has a
desire to offers this expertise as a services to the Company.
WHEREAS, the Company desires to retain this expertise through Current
Systems, and the Current systems desires to be retained by the Company for the
term of this Agreement and each wants the terms and conditions as set out
herein;
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the Company and the Executive,
intending to be legally bound, hereby agree as follows:
1. CONTRACT TERMS. The Company hereby retains the Current Systems and
Current Systems accepts the assignment and agrees to provide expertise and
guidance to the Company, subject always to such resolutions as are established
from time to time by the Board of Directors of the Company, for the period and
upon the other terms and conditions set forth in this Agreement.
2. TERM. The term of the services commitment hereunder shall be for a
period of two (2) years, commencing on the date of this Agreement. The term of
the services agreement hereunder is not subject to earlier termination for any
reason without the full pay out of all fees due through the end of the full
contract term.
3. EXPENSES. In accordance with the Company's policies established from
time to time, the Company will pay or reimburse Current Systems all reasonable
and necessary out-of-pocket expenses incurred by him in the performance of his
services under this Agreement, subject to the presentment of appropriate
vouchers.
4. COMPENSATION AND PAYMENT. The Company agrees to pay Current Systems
$2,500.00 (twenty five hundred dollars) per month 24 (twenty four) consecutive
months through the term of this contract. All payments required to be made by
the Company to Current Systems pursuant to this Section 4 and shall be paid in
full on or before the last day of each month.
5. DISABILITY. The Company agrees that should the businessman Xxxx Xxxxx
become incapacitated, and totally disabled to such an extent that he is not able
to perform the services to provided under this Agreement, the Company agrees to
continue paying Current Systems for the term then remaining but no further sums.
6. NON COMPETITION. Current Systems agrees that during the term of this
Agreement, he will not, directly or indirectly, assist or encourage any other
person in carrying out, directly or indirectly, any activity that would be
prohibited by the above provisions of this Section, if such activity were
carried out by the Current Systems, either directly or indirectly, and in
particular the Current Systems agrees that he will not, directly or indirectly,
induce any employee of the Company to carry out, directly or indirectly, any
such activity.
7. TERMINATION WITHOUT CAUSE. The Company may terminate Current Systems
services without cause upon written notice to the Current Systems subject to
conditions of clause #222.
8. BREACH OF CONTRACT FOR LACK OF PAYMENT. If full payment is not made
within thirty days of the due date Current Systems shall notify the Company in
writing and the Company shall have three working days to make full payment. If
full payment is not made by the end of this period then the company shall be in
breach of contract and this agreement will be considered to be terminated by the
Company without cause and Current Systems shall be entitled to full
compensation.
9. ASSIGNMENT. This Agreement shall not be assignable, in whole or in part
by either party.
10. INDEMNIFICATION. The Company shall indemnify Current Systems as
provided in the Company's Bylaws.
11. GOVERNING LAW. This Agreement is made under and shall be governed by
and construed in accordance with the laws of the Province of British Columbia.
11.1 AMENDMENTS. No amendment or modification of this Agreement shall
be deemed effective unless made in writing signed by the parties
hereto.
11.2 NO WAIVER. No term or condition of this Agreement shall be deemed
to have been waived nor shall there be any estoppel to enforce any
provisions of this Agreement, except by a statement in writing signed
by the party against whom enforcement of the waiver or estoppel is
sought. Any written waiver shall not be deemed a continuing waiver
unless specifically stated, shall operate only as to the specific term
or condition waived and shall not constitute a waiver of such term or
condition for the future or as to any act other than that specifically
waived.
11.3 SEVERABILITY. To the extent any provision of this Agreement shall
be invalid or unenforceable, it shall be considered deleted here from
and the remainder of such provision and of this Agreement shall be
unaffected and shall continue in full force and effect. In furtherance
and not in limitation of the foregoing, should the duration or
geographical extent of, or business activities covered by any provision
of this Agreement be in excess of that which is valid and enforceable
under applicable law, then such provision shall be construed to cover
only that duration, extent or activities which may validly and
enforceable be covered. Current Systems acknowledges the uncertainty of
the law in this respect and expressly stipulates that this Agreement
shall be given the construction which renders its provisions valid and
enforceable to the maximum extent (not exceeding its express terms)
possible under applicable law.
11.4 SURVIVAL. Sections 2 and 4 shall survive termination of this
Agreement.
11.5 ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement between Current Systems and Company with
respect to the transactions contemplated herein and supersedes any and
all prior or contemporaneous oral or written communications with
respect to the subject matter hereof, all of which are merged herein.
It is expressly understood and agreed that, there being no expectations
to the contrary between the parties hereto no usage of trade or other
regular practice or method of dealing between the parties hereto shall
be used to modify, interpret, supplement or alter in any manner the
express terms of this Agreement or any part hereof. This Agreement
shall not be modified, amended or in any way altered except by an
instrument in writing signed by both of the parties hereto.
IN WITNESS WHEREOF, the parties have executed and sealed this Agreement as of
the day and year set forth above.
INTERNATIONAL ABSORBENTS, INC.
By: /s/ XXXXXX X. XXXXX
----------------------------
Title: President
By: /s/ XXXXXXX XXXXX
----------------------------
XXXXXXX XXXXX
EXHIBIT 10.8
XXXXX XXXXXX
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 18th
day of December, 2003, and by and between Absorption Corp., a Nevada Corporation
(the "Company"), and Xxxxx Xxxxxx, and individual resident of the State of
Washington, USA (the "Executive").
WITNESSETH:
WHEREAS, the Executive has heretofore been serving as Vice President for Sales
and Marketing of the Company and has the experience to provide services;
WHEREAS, the Company desires to retain the services of the executive, and the
Executive desires to be employed by the Company for the term of this Agreement
and each wants the terms and conditions as set out herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements set forth herein, the Company and the Executive, intending to be
legally bound, hereby agree as follows:
1. EMPLOYMENT
The Company hereby employs the Executive as Vice President for Sales
and Marketing and the Executive accepts such employment and agrees to
perform services for the Company, subject always to such resolutions as
are established from time to time by the Board of Directors of the
Company, for the period and upon the other terms and conditions set
forth in this Agreement.
2. RETIREMENT
It is further understood that at the age of 60 years the contract shall
be renewable each year automatically if neither party gives 90 days
written notice to the other of their intention to terminate this
agreement. The term of the Executive's employment hereunder is subject
to earlier termination as hereafter specified save and except that
there will be no severance pay or benefits that extends beyond the age
of 65 years.
3. POSITION AND DUTIES
3.1 SERVICE WITH THE COMPANY
During the term of this Agreement, the Executive agrees to
perform the duties of the Vice President for Sales and
Marketing including such executive employment duties as the
Company's Board of Directors (the "Board") shall assign to him
from time to time, and is customary for a similar position
within the Company's industry.
3.2 NO CONFLICTING DUTIES
During the term hereof, the Executive shall devote his time,
effort and skill to the operation of the Company, and will
offer any directly relevant business opportunity he encounters
to the Company. The Executive hereby confirms that he is under
no contractual commitments inconsistent with his obligations
set forth in this Agreement, and that during the term of this
Agreement, he will not render or perform services, or enter
into any contract to do so, for any other corporation, firm,
entity or person which are inconsistent with the provisions of
this Agreement.
4. COMPENSATION
4.1 BASE SALARY
As compensation for all services to be rendered by the
Executive under this Agreement, the Company shall pay to the
Executive a base annual salary of $10,000.00 per month (the
"Base Salary") which shall be paid commencing on February 1,
2002 on a regular basis in accordance with the Company's
normal payroll procedures and policies together with all the
Company's benefits.
4.2 BONUS
The Board of Directors of the Corporation shall set and
determine each year how bonuses will be awarded based on a
criteria agreed to by the Executive and the corporation. The
bonus to be distributed will be determined by the Compensation
Committee in consultation with such persons as are necessary
as soon as possible after the financial results from the year
are available. It will be based primarily upon the target
criteria as set at the beginning of the fiscal year.
4.3 STOCK OPTIONS
The Company agrees to maintain a stock option and/or a stock
plan which provides for shares under the rules and policies of
the applicable governing securities exchange rules for the
stock of International Absorbents, the Company's parent
company. Such options and/or stock shall be offered at the
lowest price as options and/or stock are issued to any other
Executives at that time.
4.4 PARTICIPATION IN BENEFIT PLANS
The Executive shall be included to the extent eligible
thereunder in any and all plans of the Company providing
general benefits for the Company's Executives, including but
not limited to Group Life Insurance, Hospitalization,
Disability, Medical, Dental, Pension, Profit Sharing, Savings
and Stock Bonus Plans. The Executive's participation in any
such plan or program shall be subject to the provisions, rules
and regulation applicable thereto. If for any reason the
Executive cannot participate in such program, his compensation
will be adjusted in the cash equivalent.
4.5 EXPENSES
In accordance with the Company's policies established from
time to time, the Company will pay or reimburse the Executive
for all reasonable and necessary out-of-pocket expenses on a
basis consistent with prior practice incurred by him in the
performance of his duties under this Agreement, subject to the
presentment of appropriate vouchers.
4.6 VACATION TIME
Executive shall be entitled to take paid vacation time of up
to four (4) weeks per year, in addition to the normal holidays
when the business is closed.
5. COMPENSATION UPON THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT
The Executive commenced working with the company on August 11, 1992 and
has been continuously employed to this date.
5.1 SEVERANCE WAGES
The Executive is to receive severance compensation and
benefits under the terms of this Agreement, the compensation
and bonus shall be defined as 2 months per year up to 24
months calculated from the date the Executive started his
employment with the Company with a minimum of 6 months salary
as defined in Section 4 of this Agreement and any amendment to
this Agreement as approved by the parties. The bonus
calculation shall be based on the previous 2 year average.
5.2 SEVERANCE BENEFITS
In the event of termination of the Executive and his
entitlement to severance wages is provided in 5.1. The
Executive shall be entitled to receive the same severance
benefits that went along with his salary for the length of
time set out in paragraph 5.1.
5.3 DISABILITY BENEFITS
In the event the Executive is terminated pursuant to Section
8.1 (disability) and is entitled to receive benefits from a
plan to which the Company contributed and such disability
benefits cease prior to the time set out in paragraph 5.1.
Then the Company will continue to pay the Executive his salary
for the balance of the time remaining as set out in 5.1
together with his benefits that may still be applicable and
not being covered by the disability insurance. If the
benefits are not covered in the disability plan or the
disability plan term has run out prior to the time set out in
5.1 then the Company will pay the same directly to the
Executive or pursuant to the Executive's direction to the
provider of such coverage. Any options shall continue until
they expire or such shorter period of time as is required
under securities legislation in Washington State and The
United States of America.
5.4 SEVERANCE ON DEATH.
In the event the Executive's employment is terminated pursuant
to Section 8.2 (death), the Executive's beneficiary or a
beneficiary designated by the Executive in writing to the
Company, or in the absence of such beneficiary, the
Executive's estate, shall be entitled to receive the Group
Life Insurance which are part of the Company benefits and in
the absence of any group life insurance or other life
insurance benefits contributed to or organized by the Company
then the estate of the executive shall receive the amounts set
out in 5.1 and those that may be payable to the estate under
5.2. Any options shall continue to their expiry date or such
shorter period of time as is required under securities
legislation in Washington State and The United States of
America.
5.5 SEVERANCE ON TERMINATION FOR CAUSE
In the event that the Executive's employment is terminated
pursuant to Sections 8.3 (termination for cause), then he
shall not be entitled to any compensation other than his
current Base Salary which has accrued and any benefits set out
in 5.2 calculated only to the date of termination. In the
event that Executive's employment is terminated pursuant to
Section 8.4 (resignation), he shall be entitled to his then
current Base Salary, any benefits to the date of termination
only and any bonus, if such, is accrued or calculated monthly
through to the date of termination.
5.6 SEVERANCE ON TERMINATION WITHOUT CAUSE
In the event the Executive is terminated by the Company
pursuant to Section 8.5 (Termination without Cause), the
Executive shall receive severance as defined in Section 5 of
this Agreement.
5.7 PAYMENT OF SEVERANCE
All payments required to be made by the Company to the
Executive pursuant to this Section 5 shall be paid in the
manner and at the times specified in Section 4.1 hereof. Any
notice given to the Executive pursuant to Section 8 shall be
counted as part of the time calculated and the payments of
benefits.
6. CONFIDENTIALITY INFORMATION.
Except as permitted or directed by the Company's Board, the Executive
shall not during the term of his employment under this Agreement or at
any time thereafter divulge, furnish, disclose or make accessible
(other than in the ordinary course of the business of the Company) to
anyone for use in any way, any confidential or secret knowledge or
information of the Company which the Executive has acquired or become
acquainted with or will acquire or become acquainted with during the
period of his employment by the Company (including employment by the
Company prior to the date of this Agreement), whether developed by
himself or by others, concerning any trade secrets, confidential or
secret designs, processes, formulae, software or computer programs,
plans, devices or material (whether or not patented or patentable,
copyrighted or copyrightable) directly or indirectly useful in any
aspect of the business of the Company, any confidential customer or
supplier lists of the Company, any confidential or secret development
or research work of the Company, price lists, know how, forecasts, or
any other confidential, secret or non-public aspects of the business of
the Company. The Executive acknowledges that the above-described
knowledge or information constitutes a unique and valuable asset of the
Company acquired a great time and expense by the Company, and that any
disclosure or other use of such knowledge or information other than for
the sole benefit of the Company would be wrongful and would cause
irreparable harm to the Company. Both during and after the term of this
Agreement, the Executive will refrain form any acts or omissions that
would reduce the value of the use of such knowledge or information to
the Company. The foregoing obligations of confidentiality, however,
shall not apply to any knowledge or information which is now published
or which subsequently becomes generally publicly known, other that as
direct or indirect result of the breach of this Agreement by the
Executive.
7. NON COMPETITION
The Executive agrees that during the term of this Agreement, he will
not, directly of indirectly, assist or encourage any other person in
carrying out, directly or indirectly, any activity that would be
prohibited by the above provisions of this Section, if such activity
were carried out by the Executive, either directly or indirectly, and
in particular the Executive agrees that he will not, directly or
indirectly, induce any employee of the Company to carry out, directly
or indirectly, any such activity.
7.1 The Executive agrees not to directly or indirectly or
otherwise assist, encourage any person to be involved in any
manner to invest or promote any business or activity of a
similar nature if the Executive has terminated this Agreement
pursuant to Sections 8.1, 8.4 or 8.6 of this Agreement for a
period of ONE (1) YEAR or for the length of the severance pay,
whichever is the longer, from the date of termination.
8. TERMINATION
8.1 DISABILITY
The Executive's employment shall terminate upon the
Executive's becoming totally or permanently disabled for a
period of six (6) months or more for purposes of this
Agreement, the term "totally or permanently disabled" or
"total or permanent disability" means Executive's inability on
account of sickness or accident whether or not job-related, to
engage in regularly or to perform adequately his assigned
duties under this Agreement. The Board of Directors shall
determine, acting reasonably and bona fide, whether the
Executive can engage in regularly or perform adequately his
assigned duties using
the reports of doctors and such other information as may be
helpful. The Board may seek such advice as it deems necessary
to make such determination.
8.2 DEATH OF EXECUTIVE
The Executive's employment shall terminate immediately upon
the death of the Executive
8.3 TERMINATION FOR CAUSE
The Company may terminate the Executive's employment at any
time for "Cause" (as hereinafter defined) immediately upon
written notice to Executive. Such written notice shall set
forth with reasonable specificity the Company's basis for such
termination. As used herein, the term "Cause" shall mean that
the Executive shall have (i) reasonable judgment of the Board
of Directors committed a criminal act or an act of fraud,
embezzlement, breach of trust or other act of gross
misconduct, (ii) willfully violated written corporate policy
or rules of the Company, (iii) in the reasonable judgment of
the Board of Directors, has willfully refused to follow the
reasonable written directions given by the Board of Directors
from time to time or breached any covenant or obligation under
this Agreement or other agreement with the Company or (iv) has
acted in such a manner that his actions constitute gross
dereliction of his duties as set out by the Company from time
to time.
8.4 RESIGNATION
The Executive's employment shall be terminated on the earlier
of the date that is one (1) month following the written
submission of the Executive's resignation to the Board or the
earlier date such resignation is accepted by the Board.
8.5 TERMINATION WITHOUT CAUSE
The Company may terminate the Executive's employment without
cause upon written notice to the Executive. Termination
"without cause" shall mean termination of employment on any
basis other than termination of Executive's employment
hereunder pursuant to Sections 8.1, 8.2. 8.3 or 8.4. Notice by
the Company that this Agreement shall not be renewed as
defined in Section 2 herein, shall be defined as termination
without cause entitling the Executive to compensation as
defined in Section 5.1 and 5.2 and with the further proviso
that an y severance and benefits shall cease as set out in
sections 5.1 and 5.2 or at age 65 whichever occurs first..
8.6 SALE OF COMPANY OR INTERNATIONAL ABSORBENTS INC.. Should the
Company's assets be sold or more than 51% of the capital stock
of the Company be sold or should the control of International
Absorbents Inc. (the owner of 100% of the issued and out
standing shares of the Company) change such that sixty (60 %)
percent of the then present Board changes and not because of
retirement, incapacity, sickness or voluntary resignation
causing a change in management practice of the Company then
the Executive shall be entitled to receive all options or
stock grants made subject to the provisions of the option plan
or stock grant plan in force with the Company at the time and
any additional incentive packages granted, but which have not
vested immediately upon the sale of the Company or change of
control being completed and all such compensation shall be
dealt with in the same manner as for all other Executives of
the Company, unless such Executive has different terms to
his/her contract.
Should the management change the Executive's duties or make
the execution of the duties such that the Executive would have
the right to claim constructive dismissal then the executive
shall have the right to claim severance as if he had been
terminated without cause. Should the Executive be successful
in such claim then the Executive shall be entitled to all
reasonable lawyer's costs and disbursements that he has
incurred in prosecuting such suit including any other costs
that were necessary.
8.7 SURRENDER OF RECORDS AND PROPERTY
Upon termination of his employment with the Company, the
Executive shall deliver promptly to the Company all records,
manuals, books, blank forms, documents, letters, memoranda,
notes, notebooks, reports, data, tables, calculations or
copies thereof, which are the property of the Company and
which relate in any way to the business, products, practices
or techniques of the Company, and all other property, trade
secrets and confidential information of the Company,
including, but not limited to, all documents which in whole or
in part contain any trade secrets or confidential information
of the Company, which in any of these cases are in his
possession or under his control.
9. ASSIGNMENT
This Agreement shall not be assignable, in whole or in part, by either
party without the written consent of both parties, except for a Change
in Control as defined in Paragraph 8.6. Upon such assignment by the
Company, the Company shall obtain the Assignees' written agreement
enforceable by Executive to assume and perform, from and after the date
of such assignment the terms, conditions and provisions imposed by the
Agreement upon the Company. After any such assignment by the Company
and such written agreement by the Assignee, the Company shall be
discharged from all further liability hereunder and such assignee shall
thereafter be deemed to be the Company for the purposes of all
provisions of this Agreement including the Section 9. It is agreed by
both parties to this Agreement that in the case of a change of control
of the Company as defined in Section 8.6 of this Agreement, that this
Agreement shall be automatically assigned to the new controlling
entity.
10. INDEMNIFICATION
The Company shall indemnify Executive as provided in the Company's
Bylaws.
10.1 DIRECTORS AND OFFICERS INSURANCE
The Company shall maintain Directors and Officers insurance as
decided by the Board of Directors from time to time required
to protect the Executive from claims made against him as a
result of his duties and performance of his employment with
the Company.
11. GENERAL PROVISIONS
11.1 GOVERNING LAW
This Agreement is made under and shall be governed by and
construed in accordance with the laws of the State of
Washington.
11.2 WITHHOLDING TAXES
The Company may withhold from any benefits payable under this
Agreement all federal, provincial, state, city or other taxes
as shall be required pursuant to any law or governmental
regulation or ruling.
11.3 AMENDMENTS
No amendment of modification of this Agreement shall be deemed
effective unless made in writing signed by the parties hereto.
11.4 NO WAIVER
No term or condition of this Agreement shall be deemed to have
been waived nor shall there be any estoppel to enforce any
provisions of this Agreement, except by a statement in writing
signed by the party against whom enforcement of the waiver or
estoppel is sought. Any written waiver shall not be deemed a
continuing waiver unless specifically stated, shall operate
only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future
or as to any act other than that specifically waived.
11.5 SEVERABILITY
To the extent any provision of this Agreement shall be invalid
or unenforceable, it shall be considered deleted here from and
the remainder of such provision and of this Agreement shall be
unaffected and shall continue in full force and effect. In
futherance and not in limitation of the foregoing, should the
duration or geographical extent of, or business activities
covered by any provision of this Agreement be in excess of
that which is valid and enforceable under applicable law, then
such provision shall be construed to cover only that duration,
extent or activities which may validly and enforceably be
covered. The Executive acknowledges the uncertainty of the law
in this respect and expressly stipulated that this Agreement
shall be given the construction which renders its provisions
valid and enforceably to the maximum extent (not exceeding its
express terms) possible under applicable law.
11.6 SURVIVAL
Sections 6, 7, 8.7 and 9 shall survive termination of this
Agreement.
11.7 ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and
agreement between Executive and Company with respect to the
transactions contemplated herein and supersedes any and all
prior or contemporaneous oral or written communications with
respect to the subject matter hereof, all of which are merged
herein. It is expressly understood and agreed that, there
being no expectations to the contrary between the parties
hereto no usage of trade or other regular practice or method
of dealing between the parties hereto shall be used to modify,
interpret, supplement or alter in any manner the express terms
of this Agreement or any part hereof. This Agreement shall not
be modified, amended or in any way altered except by an
instrument in writing signed by both of the parties hereto.
IN WITNESS WHEREOF, the parties have executed and sealed this Agreement as of
the day and year set forth above.
ABSORPTION CORP
BY: /s/ XXXXXX X. XXXXX
----------------------------
Title: Chairman
XXXXX XXXXXX
/s/ XXXXX XXXXXX
----------------------------
ATTEST:
____________________________
