ADDENDUM TO
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 24th day of October, 2006.
BETWEEN:
Xxxx X. Xxxxxxxx
000 - 00xx Xxxxxx
Xxxxxxx, Xxxxxx X0X 0X0
(Hereinafter referred to as the "Employee")
- And -
Manaris Corporation
0000 Xxxx. Xxxx-Xxxxxxxx Xxxx, Xxxxx # 0000
Xxxxxxxx, Xxxxxx, Xxxxxx, X0X 0X0
Herein represented by Xxxx Xxxxxx, duly authorized;
(Hereinafter referred to as the "Company")
WHEREAS the Employee is currently employed by the Employer under terms and
conditions more fully described in an Employment Agreement made as of the 7th
day of August, 2006.
WHEREAS the Employer wishes to appoint the Employee to the position of Chief
Financial Officer for a defined period of time.
AND WHEREAS the parties hereto desire to set out the understanding reached
between them in a written agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration (the receipt and sufficiency whereof is hereby acknowledged), the
parties hereto hereby agree with each other as follows:
1. DEFINED TERMS
Where used herein, except where the context otherwise requires, the following
terms shall have the meanings ascribed hereunder:
"Business Day" means a day other than a Saturday, Sunday or other day on which
the principal Canadian Chartered banks are not generally open for business in
the City of Montreal;
"Addendum" means this Addendum to the Employment Agreement and all extensions,
modifications and amendments hereto;
"Agreement" means the Employment Agreement, and all extensions, modifications
and amendments thereto, with the exception of this Addendum;
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"Dollars" means the lawful money of Canada;
"Effective Date" means the 1st day of October, 2006;
"Notice" has the meaning set out in clause 7;
"Period of Appointment" has the meaning set out in clause 3.
2. APPOINTMENT
A. The Company hereby agrees to appoint the Employee as Chief Financial
Officer of the Company for the Period of Appointment, and the Employee hereby
accepts such appointment and agrees to serve in such capacity, subject to the
reasonable direction and control by the President and Chief Executive Officer of
the Company, Mr. Xxxx Xxxxxx, or such other committee or Person to whom it may
have delegated such powers. The Employee agrees to perform his assigned duties.
B. The Employee shall, during the Period of Appointment, use his best
efforts to promote and advance the business and interests of the Company. In
carrying out these duties and responsibilities, the Employee shall comply with
all lawful and reasonable instructions as may be given by the President and
Chief Executive Officer of the Company (or the Person so authorized by the
Board).
C. The Employee acknowledges and agrees that the effective performance of
the Employee's duties requires the highest level of integrity and the Company's
complete confidence in the Employee's relationship with other personnel of the
Company and with all persons dealt with by the Employee in the course of
employment.
D. The parties acknowledge and agree that the appointment will be governed
by the standards and terms of the Company's policies, as they are established
from time to time, and they agree to comply with the rules, regulations,
directions and policies that have or may hereafter be established by the Company
so long as they are not inconsistent with any provisions of this Addendum or of
the Agreement
E. The Employee shall not permit any conflict of interest to exist in such
manner that the best interests of the Company shall be prejudiced in any way.
3. PERIOD OF APPOINTMENT
This Addendum shall commence at the Effective Date and shall continue for a
definite period of one (1) year, subject to the earlier termination of this
Addendum pursuant to the provisions of clause 5 ("Period of Appointment").
4. COMPENSATION
A. During the Period of Appointment, the Company shall pay to the Employee,
an annual salary of ONE HUNDRED TWENTY-FIVE THOUSAND dollars ($125,000 CAD) per
annum. Salary payments shall be made in accordance with the standard policies of
the Company in effect from time to time. It is the current policy of the Company
to pay salaries twice per month. All regular salary payments to the Employee
shall be net of government required remittances, as well as agreed remittances
or deductions for employee benefit or other similar programs. The Company shall
be responsible for making all such remittance payments to the government or
other authority.
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B. At the end of the Period of Appointment, the Board of the Company may, at
its discretion, award a bonus to the Employee in consideration for the services
rendered during the Period of Appointment.
C. The Company shall pay to the Employee up to $250 per month for the cost
of parking, and up to $200 per month for the use of a cell phone while on
Company business during the Period of Appointment.
5. TERMINATION OF APPOINTMENT
A. The Company shall have the right to terminate the appointment of the
Employee, upon written notice, without being bound to pay any indemnity or
severance whatsoever, in the following cases:
1) upon the expiry of the Period of Appointment;
2) upon the giving of thirty (30) days prior written notice of
termination of the appointment; or
3) if the Employee fails to comply with any of the provisions of this
Addendum and such default is not cured within thirty (30) days
following receipt of written notice from the Company, provided that
if such default is material and reoccurring no further notice shall
be required.
B. If the Employee's appointment is terminated pursuant to the provisions of
this clause 5, the Employee shall not be entitled to receive any remuneration or
other payment under this Addendum other than accrued and unpaid salary pro-rated
to the effective date of termination.
C. In the event that the Employee's appointment is terminated in accordance
with the provisions of this clause 5, the Employee will continue his employment
as Controller of the Company under the terms and conditions of the Agreement,
unless otherwise terminated pursuant to clause 7 of the Agreement.
D. Nothing in this Addendum shall be construed or interpreted as a guarantee
of employment and nothing in this Addendum shall preclude the Company from
terminating the Employee's employment, at any time, either during the Period of
Appointment or after, as per the terms of clause 6 of the Agreement.
6. CONFIDENTIALITY
The Employee undertakes to keep the terms of this Addendum confidential except
where disclosure thereof is made in normal circumstances (e.g. application for
bank loan, credit card) or is required by law.
7. NOTICE
Any notice which shall or may be given in accordance with the terms of this
Addendum shall be in writing, in the English language and hand-delivered or
mailed by prepaid registered and regular mail or by receipted facsimile. Notice
hereunder shall be addressed to the Company at its office in Montreal and to the
Employee at his last residence address maintained in the Company's records.
Notice shall be deemed to be received by the party on the date that it is
hand-delivered or transmitted to the party (provided that if such day is not a
Business Day it shall be deemed to arrive on the next Business Day), or on the
fifth (5th) Business Day following mailing of such notice as set out above.
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8. INDEPENDENT LEGAL ADVICE
The Employee acknowledges that he has sought and obtained independent legal
advice prior to executing this Addendum.
9. GENERAL PROVISIONS
A. Governing Law: This Addendum shall be governed by and construed in
accordance with the laws of the Province of Quebec and Canada and the parties
agree to attorn to the jurisdiction of the Courts therein.
B. Languages: Les parties ont mutuellement convenues xx xxxxxxx la presente
entente en anglais. The parties have mutually agreed to draft the Addendum in
English.
C. Entire Agreement: This Addendum and the terms hereof constitute the
entire agreement between the parties and supersede all prior, oral or written
understandings, agreements or contracts, formal or informal, between the parties
hereto with respect to the subject matters specifically addressed in this
Addendum. No modification, alteration or waiver of the terms of this Addendum
shall be binding unless the same shall be in writing dated subsequent to the
date of this Addendum and duly-executed by each of the parties hereto. The
Addendum's execution has not been induced by, nor do the parties rely upon or
regard as material, any representations or writings whatsoever not incorporated
herein.
D. Effect on Other Agreements: Except with respect to the subject matters
specifically addressed in this Addendum for which the terms and conditions of
this Addendum shall prevail, the terms and conditions of the Agreement shall
continue to have full effect between the parties during the Period of
Appointment, with the necessary adjustments. Without limiting the generality of
the foregoing, clause 9 of the Agreement shall be amended to include a reference
to the Employee's employment as Chief Financial Officer and this, with effect
even after the termination of this Addendum for any reason whatsoever.
E. Non-Waiver: Failure by the Company to enforce any provision of this
Addendum, or a waiver by the Company of the exercise of its rights upon the
occurrence of any event of default, shall not operate or be construed as a
waiver of any continuing or subsequent breach of this Addendum by the Employee.
F. Non-Assignment: This Addendum shall be a personal services contract and,
as a consequence, not assignable, in whole in part, by the Employee without the
prior written consent of the Company, which consent may be unreasonably
withheld.
G. Inurnment: The provisions of this Addendum shall inure to the benefit of
and be binding upon the heirs, executors, administrators and personal
representatives of the Employee and the successors and assigns of the Company.
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IN WITNESS WHEREOF the parties have duly executed this Addendum as of the day
and date first above written.
SIGNED, SEALED AND DELIVERED in the presence of:
/s/ Xxxx Xxxxxx
----------------------------- --------------------------------
Witness Xxxx Xxxxxx, President & CEO
Manaris Corporation
/s/ Xxxx X. Xxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxx
