EXHIBIT 10.1
EMPLOYEE SERVICES AGREEMENT
THIS AGREEMENT made as of the 15th day of October, 2000.
BETWEEN:
BLADE INTERNET VENTURES INC.
(herein the "Company")
AND:
XXXX XXXXXXX
(herein the "Employee")
WHEREAS the Company has requested the Employee to perform management services
for the Company;
AND WHEREAS the Employee has agreed to perform the Services required by the
Company;
NOW THEREFORE this Agreement witnesseth that in consideration of the premises
and for other good and valuable consideration and the mutual covenants herein
contained, the Parties hereto hereby covenant and agree as follows:
1. INTERPRETATION
1.1 For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(a) "this Agreement" means this Agreement of Employment as from
time to time supplemented or amended by one or more agreements
entered into pursuant to the applicable provisions hereof;
(b) the words "herein", "hereof' and "hereunder" and other words
of similar import refer to this Agreement as a whole and not
to any particular paragraph, subparagraph or other
subdivision;
(c) the headings are for convenience only and do not form a part
of this Agreement nor are they intended to interpret, define
or limit the scope, extent or intent of this Agreement or any
portion hereof; and
(d) a reference to a statute includes all regulations made
pursuant thereto, all amendments to such statute or
regulations enforced from time to time and any statute or
regulation which supplements or supercedes such statute or
regulation.
1.2 This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia.
2. ENGAGEMENT OF EMPLOYEE FOR SERVICES
2.1 The Company hereby agrees to retain Xxxx Xxxxxxx to serve during the
term of this Agreement subject to the terms hereof as Chief Executive
Officer of the Company.
2.2 The "Term of Retainer" as used herein shall mean that period beginning
on October 15, 2000 and continuing to October 15, 2005 unless this
Agreement is earlier terminated pursuant to the terms of section 3
hereof.
2.3 Subject as herein provided, during the Term of Retainer, Xxxx Xxxxxxx
shall perform the services of Chief Executive Officer of the Company to
carry out the polices and programs as established by the board of
directors of the Company from time to time and Xxxx Xxxxxxx shall have
all such powers and shall be entitled to exercise all such authority as
is customarily held and exercised by a Chief Executive Officer in
connection with his duties under this Agreement.
2.4 During the Term of Retainer the Company shall pay to the Employee a
basic retainer fee of $8,000 US per month payable on the 31st day of
each calendar month for the ensuing month and without deduction. In
addition, the Company shall pay to the Employee the following: (all of
the payments in this section 2.4 shall be referred to as "the
Compensation")
(a) all vouchered out of pocket expenses incurred by the Employee
in connection with his duties under this Agreement, such
payments or reimbursements shall be made immediately upon
submission by the Employee of vouchers, bills or receipts for
such expenses;
(b) all reasonable fees, dues and expenses of Xxxx Xxxxxxx'x
membership in one or more such clubs or organizations as are
customarily joined by executive officers of corporations of
similar size and that carry-on a similar type of business as
that carried on by the Company;
(c) payment of Medical Services Plan premium or equivalent Health
Benefits Plan for Xxxx Xxxxxxx plus his immediate family
members and dental expenses for the aforesaid persons to a
maximum of $5,000 in aggregate per year; and
(d) the Company will also pay for one (1) Vancouver-Kelowna return
flight per week or automobile travel expenses during the term
of this agreement; and
(e) such rights and benefits under any stock option plan adopted
by the Company from time to time at the discretion of the
board of directors.
2.5 The Board of Directors of the Company shall in the month of October in
each year review the Employee's total remuneration and shall increase
its compensation:
(a) to compensate for any increase in the average cost of living
in Vancouver, British Columbia during the previous twelve
months period, but not less than 10%;
(b) to compensate for merit shown by Xxxx Xxxxxxx in the
performance of the duties being supplied by him.
2.6 During the Term of Retainer, the Employee shall be entitled not to
provide services for 3 weeks annually for purposes of permitting him to
have a holiday of not less than three weeks in each calendar year at
such times has he may, using reasonable discretion as to the best
interests of the Company, determine. The Employee shall advise the
Board of Directors in advance of any holiday plans.
3. TERMINATION
3.1 This Agreement shall have a term of five (5) years commencing October
15, 2000.
3.2 Notwithstanding the term hereof, the Employee may terminate his
retainer pursuant to this Agreement by giving the Company sixty days'
written notice of his intention to terminate at any time. Such
termination shall be without penalty to the Employee.
3.3 The Company may terminate the Employee without cause by providing
twenty-four (24) months prior written notice of its intention to
terminate same or by making payments equal to 24 times the monthly
retainer in lieu of such notice or part thereof.
3.4 In the event of the Company terminating the Employee's retainer
hereunder, the Company shall pay to or provide for the Employee the
following:
(a) within thirty days of such termination the Compensation and
other remuneration to the date of termination and two years'
Compensation plus one month's Compensation for every year of
service in excess of one year as damages and compensation for
loss of office and for the termination of this employment
contract; and
(b) the continuation of all benefits provided pursuant to the
provisions of paragraph 2.4 hereof for the period of one year
or until Xxxx Xxxxxxx obtains employment elsewhere, whichever
occurs first.
3.5 In the event of the Employee terminating his employment hereunder
pursuant to the provisions of paragraph 3.2 hereof, the Company shall
pay to or provide for the
Employee within thirty days of such termination the Compensation and
other remuneration to the date of termination.
3.6 If the Employee's retainer hereunder shall terminate by reason of the
death of Xxxx Xxxxxxx, then the Compensation and other remuneration and
benefits payable to shall be payable to his wife (Xxxxxx XxXxxxxx) for
a period of six (6) months after termination by virtue of the death of
Xxxx Xxxxxxx.
3.7 This Agreement may be terminated by the Company without notice to the
Employee if while performing the services of Chief Executive Officer he
is guilty of fraud, gross neglect or willful misconduct.
4. OBLIGATIONS OF THE EMPLOYEE
4.1 Xxxx Xxxxxxx agrees to act at all times in good faith and in the best
interest of the Company.
5. SEVERABILITY
5.1 If any provision of this Agreement is unenforceable or invalid for any
reason whatsoever, such provision shall be severable from the remainder
of this Agreement and validity of the remainder shall continue in full
force and effect and be construed as if this Agreement had been
executed without the invalid or unenforceable provision.
6. WAIVER
6.1 No consent or waiver, express or implied, by any Party to or of any
breach or default by any other party of any or all of its obligations
under this Agreement will:
(a) be valid unless it is in writing and stated to be a consent or
waiver pursuant to this paragraph;
(b) be relied upon as a consent or waiver to or of any other
breach or default of the same or any other obligation;
(c) constitute a general waiver under this Agreement; or
(d) eliminate or modify the need for a specific consent or waiver
pursuant to this paragraph in any other or subsequent
instance.
7. NOTICE
7.1 All notices, requests, demands or directions to one Party of this
Agreement to another shall be in writing and delivered as follows:
(a) if to the Company:
Blade Internet Ventures Inc.
(b) if to the Employee:
Xxxx Xxxxxxx
or to such other address as may be specified to one Party to the other in a
notice given in the manner herein provided.
8. ENTIRE AGREEMENT
8.1 This Agreement constitutes the entire Agreement between the Parties and
there are no representations or warranties, express or implied,
statutory or otherwise or no agreements collateral hereto other than
expressly set forth or referred to herein.
9. ASSIGNMENT
9.1 This Agreement is non-assignable by any of the parties hereto without
the prior written consent of the other parties.
10. CONSTRUCTION
10.1 The relationship of the parties hereto is to be construed as employee
and not as a master and servant relationship.
11. BINDING EFFECT
11.1 This Agreement shall be binding upon and enure to the benefit of the
parties and their respective successors.
12. ARBITRATION
12.1 Any controversy or claim arising out of or relating to this Agreement
or any breach of this Agreement shall be finally settled by arbitration
in accordance with the provisions of the Arbitration Act of British
Columbia.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the day
and year first above written.
SIGNED, SEALED AND DELIVERED
THE COMPANY THE EMPLOYEE
NAME: BLADE INTERNET VENTURES NAME: XXXX XXXXXXX
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Signature
TITLE: C.E.O.
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Signature
NAME: XXXXX XXXXXX
TITLE: PRESIDENT
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Signature
