EXHIBIT 3(XIV)
EMPLOYMENT AMENDMENT AGREEMENT
THIS AGREEMENT made as of the 27th day of January, 1998
BETWEEN:
TURBODYNE SYSTEMS, INC.,
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxx X.X.X. 00000
("TSI")
OF THE FIRST PART
AND:
TURBODYNE TECHNOLOGIES INC.,
Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
("Turbodyne")
OF THE SECOND PART
AND:
XXXXXX X. XXXXXX,
000 Xxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx, X.X.X. 00000
("Halimi")
OF THE THIRD PART
WHEREAS:
A. Turbodyne and TSI have engaged Halimi as the President and Chief
Executive Officer of each of Turbodyne and TSI pursuant to an employment
agreement dated the first day of August, 1997 and effective the first day of
January, 1997 (the "Employment Agreement").
B. Turbodyne, TSI and Halimi have agreed to amend the Employment
Agreement upon the terms and conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
promises, covenants and agreements herein contained, the parties hereto agree as
follows:
1. AMENDMENT TO EMPLOYMENT AGREEMENT
1.1 The Employment Agreement is hereby amended as follows:
i. by deleting Section 6.1 of the Employment Agreement and replacing
it with the following:
"6.1 This Agreement shall be in effect for a period of ten
(10) years from the effective date of this Agreement, as first
above written, unless sooner terminated by the parties pursuant
to the terms herein contained. The term of this Agreement shall
be automatically extended by successive one year terms upon the
expiry of each one year anniversary of this Agreement, commencing
with the initial year of the term of this Agreement, without any
action of the parties, unless notice is given in writing by
either party to this Agreement prior to 30 days prior to the
expiry of each one year anniversary of the party's election not
to extend the term of the Agreement."
ii. by deleting Section 7.3 of the Employment Agreement and replacing
it with the following:
"7.3 Turbodyne and TSI agree that the following
circumstances will be deemed to be termination of Halimi without
cause:
(a) the assignment to Halimi of any duties materially and
substantially inconsistent with Halimi's present position,
duties, responsibility or status with Turbodyne or TSI as of
the date of this Agreement;
(b) the removal of Halimi from or any failure to appoint Halimi
to any such position;
(c) the termination or material reduction in Halimi's
facilities, or staff reporting and available to Halimi;
(d) a change in Halimi's site of employment for a total period
of more than two (2) months during any period of twelve (12)
months, provided that the relocation of Halimi to Los
Angeles, California (or adjacent areas), will not be
considered to be a breach of this Agreement.
(e) a change in control of Turbodyne without the prior approval
of the Board of Directors, by resolution. A "change of
control" shall be deemed to be an acquisition by any party
of a 51% interest in Turbodyne.
In the event of termination of this Agreement without cause,
Halimi will be entitled to receive the compensation to be paid to
Halimi from the date of termination to the date of expiry of the
then current term of this Agreement, provided that those
obligations of Halimi in this Agreement expressly stated to
continue on termination shall continue upon termination and shall
not terminate upon termination of this Agreement."
2. EMPLOYMENT AGREEMENT IN FULL FORCE AND EFFECT
2.1 Except as expressly amended by this Agreement, the Employment
Agreement remains in full force and effect without any additional modification
or amendment.
GENERAL PROVISIONS
3.1 This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
3.2 This agreement may be executed in one or more counter-parts, each of
which so executed shall constitute an original and all of which
together shall constitute one and the same agreement.
iii
3.3 This agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the State
of California, and each of the parties hereto irrevocably attorns to
the jurisdiction of the Courts of the State of California.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
TURBODYNE SYSTEMS, INC.
by its authorized signatory:
-------------------------------
Authorized Signatory
The common seal of
TURBODYNE TECHNOLOGIES INC.
is hereby affixed in the presence of
its authorized signatory: c/s
---------------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED )
BY XXXXXX X. XXXXXX in )
the presence of: )
)
)
----------------------------- ) ------------------------------
Signature ) XXXXXX X. XXXXXX
)
----------------------------- )
Name )
)
----------------------------- )
Address )
