MANAGEMENT AGREEMENT
THIS AGREEMENT made as of the 4th day of January, 2000.
BETWEEN: XXXXXX.XX INC., a Nevada corporation, having an office
located at Xxxxx 000, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
(the "Company")
AND: XXXXX XXXXXX, 0000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, X0X 0X0
(the "Executive")
A. The Company is a Nevada corporation whose shares are listed
through the NASD OTCBB market in the United States;
B. The Company, through its subsidiaries, is an internet service
provider ("ISP"), and is engaged in providing ISP products and services;
C. The Company wishes to retain the services of the Executive on the
terms and conditions under which he was employed by the Company's
subsidiary Xxxxxx.xx Enterprises Corp.; and
D. This Agreement is executed to replace and supercede the
Executive's agreement with Xxxxxx.xx Enterprises Corp.
THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
and agreements hereinafter contained, the parties agree as follows:
1. EMPLOYMENT
1.1 The Company hereby employs the Executive as its chief executive
officer, or in such other capacity as the parties may mutually agree,
upon the terms and conditions of the Agreement.
1.2 The Executive shall carry out such duties as the Company's board
of directors may from time to time reasonably determine, including but
not limited to:
(a) ensuring that sufficient funds are available to facilitate the
implementation of the Company's goals and objectives or, if they are
not, notifying the Company's board of directors accordingly;
(b) providing his best efforts in raising equity and debt financing
for the Company's needs and to that end, preparing and making
presentations to the investment community;
(c) managing employees in the implementation of corporate strategies,
policies, procedures, financial forecasts and monitoring systems to
promote the efficient use of the Company's financial resources;
(d) developing and implementing the Company's internal policies,
procedures, rules and regulations;
(e) evaluating new business opportunities; and
(f) reporting to the Company's board of directors in the manner and
frequency as may be reasonably determined by the board of directors.
1.3 The Executive agrees to expend a minimum of 40 hours per week in
the performance of his duties as set out in 1.2 above.
2. TERM
2.1 The term of this Agreement shall be for a period of two years
commencing as of the date of this Agreement (the "Start Date"), subject
to earlier termination as provided for in this Agreement. This
Agreement shall be renewed no later than four (4) months prior to the
expiry of its term provided the terms can be agreed upon by the parties
hereto in writing.
2.2 In this Agreement, references to "Year" mean each 12 month period
commencing from the Start Date and each anniversary of the Start Date.
3. REMUNERATION ETC.
3.1 In consideration of the Executive's services under this Agreement,
the Company shall pay to the Executive:
(a) the sum of $5,833.33 ($70,000 annually), payable on a monthly
basis on the first day of each month, or if a Saturday, Sunday or
holiday, the next following business day; and
(b) a $500 per month car allowance, payable on the last day of each
month worked .
3.2 The Executive shall be entitled to four (4) weeks vacation during
each Year of this Agreement, to be taken at a time acceptable to both
parties.
3.3 The Executive shall be entitled to participate in any stock
option, profit sharing, medical reimbursement, insurance or other
employee benefit plan as may be in effect from time to time subject to
the participation standards and other terms thereof. The Executive
shall not have any cash entitlement with respect to benefits the
Executive has chosen not to receive.
3.4 The Company agrees to grant the Executive or a company wholly
owned by him, on or near the Start Date, subject to the acceptance of
such regulatory authorities as may be required, stock options entitling
the Executive to purchase 200,000 common shares of the Company at an
exercise price of $0.50 per share or such other exercise price as may be
required by the regulatory authorities having jurisdiction.
3.5 The Company shall reimburse the Executive for all reasonable and /
or pre-agreed expenses incurred by the Executive in furtherance of the
Company's business. The Executive shall, to the greatest extent
possible, submit statements and vouchers for all expenses claimed. The
Executive acknowledges that the Company will only reimburse those
expenses that the Company considers reasonable or to which the Company
has granted prior authorization.
3.6 If the Company's board of directors should determine to insure the
life of the Executive, the Executive shall cooperate with the Company
and the insurer and do all reasonable things required to permit the
placing or continuance of such insurance coverage upon his life.
3.7 All payments to be made by the Company to the Executive and
benefits received by the Executive from the Company shall be subject to
all applicable statutory deductions for taxes, unemployment insurance
and pension contributions, and such other deductions as may be agreed
upon by the parties for private insurance, medical and dental plans.
4. CONFIDENTIAL INFORMATION
4.1 The Executive acknowledges that, in the course of providing
services to the Company, he will have access to confidential information
concerning the Company and its subsidiaries and, therefore, the
Executive agrees that he will not, either during the term of this
Agreement or for a period of one (1) year thereafter, divulge or utilize
to the detriment of the Company any of such confidential information so
obtained. The provisions of this section shall survive the expiry or
earlier termination of this Agreement.
5. DEVOTION OF TIME AND NON-COMPETITION
5.1 During the term and any renewal of this Agreement, the Executive
shall devote sufficient time and attention to the Company's business as
may be required to properly perform his duties hereunder, and in any
event not less than 40 hours per week.
5.2 During the term and any renewal of this Agreement and for a period
of one year thereafter, the Executive agrees that he shall not engage in
any other business activities or serve as an officer or director in any
company or other entity which is engaged in the high tech internet
business that are closely related to those of the Company or any of its
subsidiaries.
5.3 The provisions of this section shall survive the expiry or earlier
termination of this Agreement.
6. TERMINATION OF AGREEMENT
6.1 This Agreement may be terminated:
(a) by either party at any time, with cause, by giving the other party
written notice of such termination at least seven (7) days prior to the
termination date set forth in such written notice;
(b) by the Company acting reasonably immediately upon the occurrence
of any default by the Executive by giving written notice to the
Executive specifying the nature of such default. A default shall be
defined as the occurrence of any one or more of the following:
(i) the Executive files a voluntary petition in bankruptcy, or is
adjudicated as bankrupt or insolvent, or files any petition or answer
seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future
statute or law relating to bankruptcy, insolvency or other relief for
debtors, or seeks, consents to, or acquiesces in the appointment of any
trustee, receiver or liquidator of the Executive, or of all or any
substantial part of his properties, and the same remains unvacated and
unstayed for an aggregate of thirty (30) days from the date of entry
thereof; or any trustee, receiver, or liquidator of the Executive or of
all or any substantial part of his properties is appointed without the
consent of or acquiescence of the Executive and such appointment remains
unvacated and unstayed for an aggregate of thirty (30) days; or
(ii) the Executive fails to perform any of his services in the
manner or within the time required herein or commits or permits a breach
of or default in any of his duties, liabilities or obligations hereunder
and fails to fully cure or remedy such failure, breach or default within
ten (10) days after written notice by the Company to the Executive
specifying the nature of such failure, breach or default, or if such
breach or default cannot reasonably be cured within ten (10) days, fails
to commence such cure or remedy within the said 10-day period or at any
time thereafter fails to diligently prosecute such cure or remedy to
completion;
(c) by the Executive acting reasonably immediately upon the occurrence
of any default by the Company by giving written notice to the Board
specifying the nature of such default. A default shall include the
failure of the Company to pay the fees or expenses as provided for
herein.
6.2 Upon termination of this Agreement for any reason, the Executive
shall promptly deliver the following in accordance with the directions
of the Company:
(a) a final accounting, reflecting the balance of expenses incurred on
behalf of the Company as of the date of termination;
(b) all documents pertaining to the Company or this Agreement,
including but not limited to all books of account, correspondence and
contracts provided that the Executive shall be entitled thereafter to
inspect, examine and copy all of the documents which it delivers in
accordance with this provision at all reasonable times upon three days
notice to the Company.
6.3 The parties acknowledge that the legal doctrines sometimes
referred to as "corporate opportunity" and "business opportunity" apply
to the Executive upon termination.
6.4 Upon termination of this Agreement, the Executive shall be
entitled to receive as his full and sole compensation in discharge of
obligations of the Company to the Executive under this Agreement, all
sums due and payable under this Agreement to the date of termination and
the Executive shall have no right to receive any further payments,
including severance pay or other forms of compensation.
If the Executive shall, at any time, by reason of illness or mental or
physical disability, be incapacitated from carrying out the terms of
this agreement, and shall furnish the Board of Directors with reasonable
evidence of such incapacity and the cause thereof, he shall receive his
full salary for the first three months or any shorter period, and one-
half of his full salary for the fourth and any subsequent consecutive
months during which such incapacity shall continue. If the Executive
shall continue to be incapacitated for a longer period than four
consecutive months, or if he shall be incapacitated at different times
for more than 6 months in any one calendar year, then in either of such
cases his contract shall, at the option of the Company's Board of
Directors, forthwith be terminated as though it had been terminated
under Section 6.1 save that he shall not be entitled to any additional
compensation under this Section 6.4 or any additional compensation from
the Company or any other person in respect of such termination.
7. MISCELLANEOUS
7.1 All notices and other communications required or permitted by this
Agreement to be given or made by either party to the other shall be
given or made in writing and be delivered by hand or registered mail
(except during a postal disruption) to the parties at the addresses set
forth in this Agreement, or at such other address as the parties
designate by notice in writing to the other. Proof of delivery in such
manner shall constitute proof of receipt.
7.2 This Agreement may not be assigned by either party without the
prior written consent of the other.
7.3 This Agreement shall be construed under and governed solely by the
laws of Ontario and the law of Canada applicable therein.
7.4 This Agreement represents the entire agreement between the parties
regarding the Executive's employment with the Company and supercedes the
agreement dated January 1, 2000 between the Executive and Xxxxxx.xx
Enterprises Corp. This Agreement may not be amended or otherwise
modified except by an instrument in writing signed by both parties.
7.5 This Agreement shall enure to the benefit of and be binding upon
the parties and their respective successors and permitted assigns.
7.6 The Executive hereby acknowledges that Maitland & Company acts for
the Company in the preparation and negotiation of this Agreement and
acknowledges that he has been advised to seek independent legal counsel
and review of this Agreement prior to its execution.
IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written notwithstanding its actual date of execution.
XXXXXX.XX, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Secretary
XXXXX XXXXXX
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
