EXHIBIT 6.16
EDUVERSE ACCELERATED LEARNING SYSTEMS (CANADA), INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is dated for reference the 3rd day of May 1999.
BETWEEN
EDUVERSE Accelerated Learning Systems (Canada), Inc., a company
incorporated under the laws of the Province of British Columbia and having
an office at 2nd Floor, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0.
(hereinafter referred to as the "Company")
AND
Xxxxx Xxxxxxx having an address for notice at #80 - 0000 Xxxxxxxx Xxxxx,
Xxxx Xxxxxxxxx, XX, Xxxxxx X0X0X0.
(hereinafter referred to as the "Employee")
WHEREAS:
A. The Company is principally engaged in the business of researching,
developing and marketing multimedia educational software products (the
"Company's Business"),
B. The Employee has been hired by the Company to work in the Company's
Business;
C. The Employee and the Company wish to enter into this Agreement to record
the terms of employment between them;
NOW THEREFORE THIS AGREEMENT WITNESSES that for good consideration, the Company
hereby employs the Employee on the following terms and conditions:
1. Term of Employment. Subject to the provisions for termination set forth
below, the Employee's employment with the Company, pursuant to this
Agreement will begin on January 1, 1999 and continue until terminated in
accordance with this Agreement.
2. Salary. The Company shall pay the Employee a salary of $5,000.00 per month
for the services of the Employee, payable at regular payroll periods
established by the Company. The Employee's salary will be subject to
deductions for Income Tax, Canada Pension Plan and Employment Insurance
remittances (collectively the "Government Deductions") and for the
Employee's contributions to the employee benefit plan to be established by
the Company on terms approved by the Directors of the Company ("Benefit
Deductions").
3. Duties and Position. The Company will employ the Employee in the capacity
of Vice President Operations. The Employee's duties shall include those
commonly associated with the aforesaid capacity, including without
limitation the duties set out in Schedule "A". The Employee agrees that
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EDUVERSE Accelerated Learning Systems (Canada), Inc.
Employment Agreement
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EDUV Employee
his duties may be reasonably modified at the Company's discretion from time
to time The Employee will report to the President, or such other Company
employee that may be designated by the management of the Company (hereafter
referred to as "Manager") and will comply with all lawful instructions
given by his/her Manager.
4. Policies and Procedures. The Employee shall abide by all policies and
procedures defined by the Company in the Employee Orientation letter. These
policies and procedures may be updated and changed at any time at the
discretion of the Company.
5. Privacy. The company may monitor and/or review all email, voice mail,
Internet browser usage and phone calls when deemed necessary by the Company
without prior notice.
6. Devote Full Time to Company. The Employee will use his best efforts to
promote the interests of the Company. The Employee will devote full time,
attention and energies to the Company's Business, and during employment
with the Company, will not engage in any other business activity,
regardless of whether such activity is pursued for profit, gain, or other
pecuniary advantage. The Employee is not prohibited from making personal
investments in any other businesses provided those such businesses are not
engaged in activities which are or may be competitive with the Company's
Business and provided such investments do not require the Employee's active
involvement. The Employee shall not commit or purport to commit the Company
to:
(a) any financial obligation or liability in excess of $100.00, or
(b) sell or encumber any part of the assets of the Company.
7. Confidentiality. The Employee will not, during or after the term of his
employment, reveal any confidential information or trade secrets of the
Company to any person, firm, corporation, or entity. If the Employee
reveals or threatens to reveal any such information, the Company shall be
entitled to an injunction restraining the Employee from disclosing same, or
from rendering any services to any entity to whom said information has been
or is threatened to be disclosed. The right to secure an injunction is not
exclusive, and the Company may pursue any other remedies it has against the
Employee for a breach or threatened breach of this condition, including the
recovery of damages from the Employee. The Employee shall promptly sign and
deliver the Company's form of Confidentiality and Non-Competition Agreement
as a condition of employment.
8. Reimbursement of Expenses. The Employee may incur reasonable expenses for
furthering the Company's Business, including expenses for entertainment,
travel, and similar items. The Employee will obtain prior acceptance of the
expenses from his/her Manager. The Company shall reimburse the Employee for
all business expenses after the Employee presents a pre-approved itemized
account of expenditures including original receipts, which is approved by
his/her Manager pursuant to Company policy.
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EDUVERSE Accelerated Learning Systems (Canada), Inc.
Employment Agreement
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EDUV Employee
9. Vacation. The Employee shall be entitled to a yearly paid vacation of 2
weeks and increases in accordance with the labour laws of British Columbia.
The Employee shall have due regard to the policies of the Company relating
to the scheduling of vacations and the reasonable directions of his/her
Manager.
10. Benefits. The Employee shall, subject to shareholder approval and
regulatory approval. be entitled to the following benefits from the Company
(with the specific details and terms of the following benefits to be
determined by the Directors of the Company from time to time):
(a) the Employee will participate in a stock option plan under which the
Employee will receive a stock option for the subscription purchase of
100,000 Common Shares in the Company at an exercise price of $0.68 US
per share;
(b) the Employee will participate in a stock purchase plan (as and when
established by the Company) under which the Employee will receive an
option to acquire an equity interest in the Company through payroll
deductions;
(c) the Employee will participate in a group benefits package that will
include disability insurance and term life insurance plans for
employees of the Company.
11. Open Market Stock Trading Restrictions. All Employees participating in open
market trades of the Company's shares, whether buying or selling, must
first notify the CFO or President of the Company. An Employee who purchases
shares of the Company on the open market must hold and may not sell those
shares for a minimum of 6 (six) months from the date of the last purchase
of any shares of the Company on the open market by such Employee. An
Employee who sells shares of the Company must wait a minimum of 6 (six)
months from the date of the last sale of Company shares by that Employee
before purchasing additional shares of the Company's stock on the open
market.
These restrictions do not apply to the exercise of stock options or the
shares acquired by an Employee pursuant to the exercise of stock options.
12. Disability. It is understood and agreed that while the Employee is entitled
to receive payments under any disability insurance plan for Employees of
the Company, then the Employee will not be entitled during such time, to
receive the salary set out in Section 2. The Employee's full compensation
will be reinstated upon the Employee's return to work on a full-time basis.
If the Employee is absent from work or is unable to fully and effectively
perform his duties because of illness or incapacity or for any other reason
for a continuous period of more than 270 days or for an aggregate period of
more than 270 days in any period of 365 days, then the Employer shall have
the option to terminate the Employee's employment upon 30 days prior
written notice.
13. Termination of Employment by the Company.
13.1 The Company may terminate the Employee's employment and this Agreement
at any time upon 14 days' written notice to the Employee. At the
Company's discretion, the Employee will continue to perform his duties
and will be paid his regular salary up to the date of termination; or
the Company will pay the Employee severance pay in accordance with the
labour laws of British Columbia, less applicable Government Deductions
and Benefit Deductions.
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EDUVERSE Accelerated Learning Systems (Canada), Inc.
Employment Agreement
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EDUV Employee
13.2 Notwithstanding anything to the contrary contained in this Agreement,
the Company may (provided that the Common Shares of the Company have
not been the subject of a successful takeover bid) terminate the
Employee's employment upon 14 days' notice to the Employee without
payment of any severance allowance should any of the following events
occur:
(a) The Company's decision to terminate its business and liquidate
its assets; or
(b) Bankruptcy or reorganization of the Company to protect its assets
from creditors.
13.3 Notwithstanding anything to the contrary contained in this Agreement;
the Company may terminate the Employee's employment without notice
and/or severance, if the Employee commits any of the following:
(a) an act of fraud, dishonesty, negligent performance of employment
duties or the dereliction of employment duties;
(b) a breach of the terms of this Agreement or the Confidentiality
and Non-Competition Agreement, which breach is not fully
corrected by the Employee within 5 days of notice from the
Company; or
(c) any act or omission which constitutes "just cause" for dismissal
under the laws of British Columbia.
14. Termination of Employment by the Employee. The Employee may, without cause,
terminate his/her employment upon 30 days' written notice to the Company.
Following such notice from the Employee, the Company may require the
Employee to perform his duties to the date of termination and the Employee
will be paid his regular salary to date of termination. If the Company does
not require the Employee to remain for the duration of his/her notice, the
Company may pay the Employee severance pay in accordance with the laws of
British Columbia.
15. Death Benefit. If the Employee dies during the term of employment, the
Company shall pay to the Employee's estate the Employee's prevailing salary
less Government Deductions and Benefit Deductions up to and including the
end of the month in which death occurred.
16. Assistance in Litigation. Employee shall upon reasonable notice and at the
Company's expense, furnish such information and proper assistance to the
Company as it may reasonably require in connection with any litigation in
which it is, or may become, a party either during or after employment. The
Employee may, at its option and at the Company's expense, retain a lawyer
to attend with the Employee at any legal proceedings, which the Company
requires the Employee to be present at.
17. Effect on Prior Agreements. This Agreement supersedes any prior employment
agreement between the Company or any predecessor of the Company and the
Employee.
18. Settlement by Arbitration. Any claim or controversy that arises out of or
relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the Commercial Arbitration
Center of Vancouver, British Columbia. Judgment upon the award rendered may
be entered in any court with jurisdiction.
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EDUVERSE Accelerated Learning Systems (Canada), Inc.
Employment Agreement
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EDUV Employee
19. Severability. If, for any reason, any provision of this Agreement is held
invalid, all other provisions of this Agreement shall remain in effect. If
this Agreement is held invalid or cannot he enforced, then to the full
extent permitted by law any prior agreement between the Company (or any
predecessor thereof) and the Employee shall be deemed reinstated as if this
Agreement had not been executed.
20. Assumption of Agreement by Company's Successor and Assignees. The Company's
rights and obligations under this Agreement will endure to the benefit and
be binding upon the Company's successors and assignees.
21. Oral Modifications Not Binding. Oral modifications to this Agreement shall
have no effect. This Agreement may be modified only by a written agreement
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
22. Notices. Except as otherwise expressly provided herein, any and all notices
or demands which must or maybe given hereunder or under any other
instrument contemplated hereby shall be given by delivery in person or by
regular mail or by facsimile transmission to the parties' respective
address set out on the first page of this Agreement. All such
communications, notices or presentations and demands provided for herein
shall be deemed to have been delivered when actually delivered in person to
the respective party, or if mailed, then on the date it would be delivered
in the ordinary course of mail, or if sent by facsimile transmission, on
the date of receipt of confirmation that the transmission has been
received. Any party may change its address hereunder on twenty days notice
to the other party in compliance with this section.
23. General. Time will be of the essence hereof. The Employee acknowledges and
declares that he has been provided with sufficient time and opportunity to
consider all factors relating to this Agreement, has retained, and
consulted independent counsel to advise him, or in the alternative has
elected to waive his right to retain and consult independent counsel. He
further acknowledges and declares that he has read and understands the
terms of this Agreement and has signed it voluntarily with full awareness
of its consequences. This Agreement may not be assigned by the Employee
without the express written consent of the Company. Wherever the singular
masculine or neuter is used in this Agreement, the same shall be construed
as meaning the plural or feminine, and visa versa, where the contest or the
parties so require. The headings used herein are for convenience of
reference only and shall not affect the interpretation of this Agreement.
Facsimile or photostat copies of signatures are acceptable and are of the
same force and effect as original signatures for all intents and purposes.
The waiver by either xxxxx of any breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach. The
provisions of sections 7 and 16 herein shall survive the termination of the
Employee's employment and this Agreement. This Agreement may be executed in
several counterparts, each of which so executed shall be deemed to be an
original, and such counterparts together shall constitute but one and the
same instrument. The preambles or recitals hereto are hereby incorporated
herein and form an integral part of this Agreement. This Agreement shall
entire to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and permitted assigns.
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EDUVERSE Accelerated Learning Systems (Canada), Inc.
Employment Agreement
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EDUV Employee
IN WITNESS WHEREOF the parties hereto have duly executed this agreement under
seal as of the date first above written.
EDUVERSE ACCELERATED LEARNING |
SYSTEMS (CANADA), INC. |
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(Authorized Signature) |
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SIGNED, SEALED and DELIVERED by |
the Employee in the presence of: |
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Signature | Signature of Employee
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Name |
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------------------------------------- | Date Signed
Address |
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Occupation |
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EDUVERSE Accelerated Learning Systems (Canada), Inc.
Employment Agreement
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EDUV Employee
SCHEDULE "A"
This Schedule sets out the general duties of the position that the Employee has
accepted with the Company. This Schedule may be amended by a written job
description to be prepared by his/her Manager from time to time.
WORK DESCRIPTION: To perform activities related to the operations of the
Company.
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EDUVERSE Accelerated Learning Systems (Canada), Inc.
Employment Agreement
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EDUV Employee
