EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of July 20, 1999 between POPSTAR
COMMUNICATIONS, INC. (the "Company") and XXXX XxXXXXXXX
("XxXxxxxxx").
WHEREAS:
A. The Company intends to employ XxXxxxxxx as the
President of the Company.
B. The parties consider it desirable to confirm in
writing the terms of XxXxxxxxx'x employment by the Company.
NOW THEREFORE in consideration of the mutual covenants herein
contained the parties agree as follows:
ARTICLE 1
POSITION AND TERM
1.1 POSITION. This Agreement only governs the Company's
employment of XxXxxxxxx in his capacity of President of the
Company.
1.2 ENGAGEMENT. The Company and XxXxxxxxx hereby confirm
and agree that XxXxxxxxx is employed by the Company in the
capacity of President on the terms and conditions set out in
this Agreement.
1.3 DUTIES. XxXxxxxxx, in his capacity as President of
the Company, will be responsible generally for the main
direction and administration of the business and affairs of the
Company and will report to the Chairman of the Company and the
Board of Directors of the Company. XxXxxxxxx will serve the
Company and its subsidiaries and affiliates, faithfully and to
the best of his skill in acting as President of the Company,
including as necessary under any service or technology
agreements entered into by the Company.
1.4 TERM. The Company's employment of XxXxxxxxx as
President will be for a period of three years and will continue
until terminated in the manner set out in this Agreement.
1.5 TIME. XxXxxxxxx will devote substantially all of his
business time and attention to the business and affairs of the
Company and its affiliates and subsidiaries and will conform to
such hours of work as may from time to time reasonably be
required of him by the Company.
1.6 BOARD OF DIRECTORS. XxXxxxxxx will fulfill and obey
all lawful directions of the Board of Directors of the Company
from time to time and generally discharge his duties in
accordance with the reasonable directions of the Board of
Directors.
1.7 OTHER BUSINESS. XxXxxxxxx will not engage in any
activity which competes with or is adverse to the business of
the Company, whether alone, as a partner, as a shareholder,
employee or officer or director of any other person, firm or
corporation during the term of this Agreement and two years
afterwards without the prior written consent of the Board of
Directors of the Company.
1.8 BUSINESS OPPORTUNITIES. Any business opportunity
similar to the business of the Company which becomes available
to XxXxxxxxx shall be presented by XxXxxxxxx to the Board of
Directors of the Company for their consideration.
ARTICLE 2
SALARY AND BENEFITS
2.1 SALARY. XxXxxxxxx will be paid a base salary of
US$83,333.33 per year, which base salary will be payable in
twenty-four semi-monthly installments on the 15th and the last
day of each month. Such base salary will be reviewed annually,
not later than the 31st day of March in each year by the Board
of Directors of the Company. Any adjustment in such base salary
will be effective and retroactive to January 1st in such year.
2.2 BONUS. In addition to the base salary referred to in
clause 2.1, the Company may pay to XxXxxxxxx a bonus (the
"Bonus") in respect of each calendar year during the term of
this Agreement, the amount and time and manner of payment of
which will be determined by unanimous agreement of the Board of
Directors of the Company in their absolute discretion based on
their evaluation of XxXxxxxxx'x performance during the prior year.
2.3 Vacation. XxXxxxxxx will be entitled to 24 days of
paid vacation in each calendar year of his employment during the
term of this Agreement. Unused vacation time in a calendar year
may not be carried forward to subsequent years except with the
approval of the Board of Directors.
2.4 EMPLOYMENT BENEFITS. XxXxxxxxx will be entitled to
such benefits hereunder as he and the Company may agree upon
from time to time including, without limitation, reimbursement
for membership dues as may be agreed, non-accountable car
allowance in such amount, if any, as may be agreed, and such
long term disability insurance, life insurance or health
insurance or other similar plans or policies as the Company may
agree upon with XxXxxxxxx. Without limitation, XxXxxxxxx is
presently entitled to a non-accountable car allowance of US$467
per month, which allowance will be reviewed annually.
2.5 REIMBURSEMENT. The Company will reimburse XxXxxxxxx
for all reasonable and necessary expenses, including travel and
promotion, incurred in carrying out his duties hereunder.
2.6 Office in Residence. XxXxxxxxx will maintain at his
sole cost and expense an office in his personal residence for
his use in Company business after normal business operating hours.
2.7 Receipts. XxXxxxxxx will, when requested by the
Company, support any claim by him for reimbursement with receipts.
ARTICLE 3
TERMINATION
3.1 Termination. The employment of XxXxxxxxx pursuant to
this Agreement will be terminated on the earliest of the
following dates (the "Termination Date"):
(a) The date upon which the Company delivers to XxXxxxxxx
a notice, in writing, of termination by reason of just cause.
Any such notice will state the reason for termination. Without
limiting the generality of the foregoing, just cause will
include the commission of any criminal offence against the
Company by XxXxxxxxx, the commission of any act of fraud, gross
negligence or similar act or omission on the part of XxXxxxxxx
in fulfilling his obligations under the terms of this Agreement
where such act or omission materially adversely affects the
interests or reputation of the Company.
(b) The date upon which the Company delivers to XxXxxxxxx
a written notice of termination (which notice of termination may
be given without cause or reason) provided that the Company,
upon such termination:
(i) will pay to XxXxxxxxx an amount equal to One (1)
times the annual remuneration, including Bonuses in
respect of, and benefits paid by the Company to
XxXxxxxxx during, the year immediately preceding such
termination; if the parties cannot agree, then the
Company will engage, at its cost, an expert in
employment benefits for the purpose of quantifying
the value of the employment benefits received by
XxXxxxxxx in the preceding year required by this
paragraph;
(ii) will allow XxXxxxxxx to participate, to the extent
possible, at his cost, in the Company's benefit
plans, if any, for up to Twelve (12) months after
such termination;
(iii) will allow XxXxxxxxx to assume any life insurance
that the Company then has in place on his life, upon
payment to the Company by XxXxxxxxx of any cash
surrender value; and
(iv) will fund for such termination any unfunded payment
to any pension plan of the Company in respect of
XxXxxxxxx.
(C) The date of death or legal incapacity of XxXxxxxxx.
(d) The date mutually agreed upon by XxXxxxxxx and the Company.
3.2 CHANGE IN POSITION. In the event the Company changes
the position of XxXxxxxxx to any position which has materially
less responsibility than that of President or materially reduces
the salary or benefits payable to XxXxxxxxx to the extent that
such salary and benefits are not commensurate with the salary
and benefits which might reasonably be paid to a President of
the Company, then XxXxxxxxx will have the right to give notice
to the Company not later than One Hundred Eighty (180) days
after such change stating that he objects to such change and
considers that his employment under this Agreement has been
functionally terminated, and thereupon his employment under this
Agreement will be deemed to have been terminated pursuant to the
provisions of clause 3.1(b) hereof, and, without limiting the
generality of the foregoing, XxXxxxxxx will be entitled to the
benefit of all provisions of clause 3.1(b) hereof.
3.3 PAYMENT. All amounts payable as a consequence of
termination hereunder, as set out in this Agreement, will be due
and payable to XxXxxxxxx forthwith upon termination and
XxXxxxxxx will have no obligation to mitigate or otherwise seek
alternate employment.
3.4 PAYMENT TO RRSP. XxXxxxxxx will have the right to
direct the Company to pay any amount payable pursuant to clause
3.1(b ) hereof directly to a registered retirement savings plan
to the extent permissible by law.
3.5 TAX. XxXxxxxxx acknowledges that the Company will be
entitled to deduct, withhold and remit from all remuneration and
other payments to be made hereunder such amounts as may be
required by law including, without limitation, all required
federal and state income tax, employment insurance and Pension
Plan contributions.
ARTICLE 4
CONFIDENTIALITY
4.1 CONFIDENTIALITY. XxXxxxxxx will not, either during
the term of this Agreement or at any time thereafter, disclose
to any person, firm or corporation any confidential information
concerning the business or affairs of the Company which
XxXxxxxxx may have acquired during the course of or incidental
to performance of his services hereunder or otherwise. For the
purposes of this clause, confidential information does not
include information which is, has been, or becomes, part of the
public domain through no violation of this Agreement or through
any breach of confidence by XxXxxxxxx or any other employee,
officer or director of the Company.
ARTICLE 5
MISCELLANEOUS
5.1 TIME. Time will be of the essence of this Agreement
and of every part hereof.
5.2 NOTICES. All notices, requests, demands or other
communications by the terms hereof required or permitted to be
given by one party to another will, unless specifically agreed,
be given in writing and delivered to such party, in the case of
the Company, at the registered office of the Company and, in the
case of XxXxxxxxx, at his address filed with the Company from
time to time. Any such notice, request, demand or other
communication so delivered will be deemed to be given upon
delivery to such address.
5.3 FURTHER ACTS. The parties covenant and agree to do
such things, to issue such instructions, to attend such
meetings, and to execute such further documents, agreements and
assurances, as may be necessary or advisable from time to time
in order to carry out the terms and conditions of this Agreement
in accordance with
its true intent.
5.4 NO WAIVER. No condonation, forgiveness, waiver or
forbearance by any party of any non-observance or
non-performance by any other party of any of the provisions
hereunder will operate as a waiver or forbearance in respect of
any such provision or any subsequent non-observance or
non-performance by any other party of any of the provisions
hereunder.
5.5 APPLICATION OF TERMS. If any term, covenant or
condition of this Agreement or the application thereof to any
party or circumstances will to any extent be invalid or
unenforceable, the remainder of this Agreement or application of
such term, covenant or condition to a party or circumstance
other than those to which it is held invalid or unenforceable
will not be affected thereby and each term, covenant or
condition of this Agreement will be valid and will be enforced
to the fullest extent permitted by law.
5.6 FULL AGREEMENT. The parties acknowledge and agree
that this is the entire Agreement between the parties as to the
subject matter hereof, and will supercede and replace any
discussion, letter or form of agreement, oral or written, which
may exist as of the date of this Agreement.
5.7 NON-ASSIGNMENT. This Agreement will be
non-assignable by either party without the prior written consent
of the other party hereto.
5.8 GOVERNING LAW. This Agreement will be construed and
enforced in accordance with and the rights of the parties will
be governed by the laws of the State of Nevada. Each of the
parties hereby irrevocably attorns to the jurisdiction of the
courts of the State of Nevada.
5.9 HOLIDAY. In any case where time limited by this
Agreement expires on a Saturday, Sunday or legal holiday, the
time will be extended to and will include the next succeeding
day on which banks are open for business in the City of Las
Vegas, Nevada.
5.10 CONTINUANCE OF AGREEMENT. Notwithstanding the
termination of XxXxxxxxx'x employment hereunder, the provisions
of this Agreement will continue in effect until the final
performance of all the respective obligations set forth herein.
5.11 REFERENCE TO DIRECTORS. Every reference in this
Agreement to the Board of Directors of the Company will be read
and construed as meaning the Board of Directors of the Company
from time to time excluding XxXxxxxxx, with the intent that if
and for so long as XxXxxxxxx is a director of the Company, in
order to avoid a conflict of interest, all matters requiring the
agreement, instruction or other action by the Board of Directors
of the Company hereunder will only
require the agreement, instruction or other action of the directors
of the Company other than XxXxxxxxx.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.
POPSTAR COMMUNICATIONS, INC.
Per: /s/Xxxxxxxx Xxx
/s/Xxxxx Xxxx /s/Xxxx XxXxxxxxx
Witness XXXX XxXXXXXXX
