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Exhibit 10.34
EMPLOYMENT AGREEMENT
CONTINENTAL HOLDINGS LTD.
- AND-
XXXXXX X. XXXXX
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EMPLOYMENT AGREEMENT
THIS AGREEMENT made effective March 1, 1998.
BETWEEN:
CONTINENTAL HOLDINGS LTD., a body corporate under the laws of the
Province of Alberta and maintaining an office at the City of Calgary,
in the Province of Alberta (hereinafter called the "COMPANY")
- and -
XXXXXX X. XXXXX, an individual residing in Calgary, Alberta
(hereinafter called the "EMPLOYEE")
WHEREAS the Employee has agreed to be employed by the Company as the President
and the Company and the Employee are desirous of entering into an agreement
setting forth the terms and conditions applicable to the employment of the
Employee with the Company as President;
AND WHEREAS the shareholders of the Company have entered into the Securities
Purchase Agreement with Venture;
AND WHEREAS the execution and delivery of this Agreement is one of the
conditions precedent to completion of the transactions pursuant to the
Securities Purchase Agreement.
NOW THEREFORE in consideration of the mutual covenants and agreements herein
contained (the receipt and sufficiency of which are hereby acknowledged by each
of the Company and the Employee), the Company and the Employee agree as follows:
ARTICLE 1
INTERPRETATION
1.1 In this Agreement (including this clause and the premises and recitals
hereof), unless there is something in the subject or context inconsistent
therewith, words importing the singular number shall include the plural and vice
versa, words importing the masculine gender shall include the feminine and
neuter genders and the expressions following shall have the following meanings,
respectively:
"AFFILIATE" has the meaning ascribed to it in the Business Corporations
Act (Alberta);
"AGREEMENT", "THIS AGREEMENT", "HEREIN", "HEREBY", "HEREOF",
"HEREUNDER", and similar
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expressions mean or refer to this agreement (including the Schedules,
if any, attached hereto) and any amendments, modifications, supplements
or restatements hereto, from time to time;
"BUSINESS DAY" means a day on which banks are open for general banking
business in Calgary, Alberta;
"BUSINESS HOURS" means 8:30 a.m. - 5:00 p.m. on a Business Day;
"CONFIDENTIAL INFORMATION" has the meaning ascribed to such term in
Section 4.1 hereof;
"DEVELOPMENTS" has the meaning ascribed to such term in Section 4.4
hereof;
"DUTIES" means the day-to-day job description of the President, as
directed by the board of directors of the Company, such description to
always be consistent with the status and position and past duties of
the President during his employment with the Company;
"PARTY" or "PARTIES" means a party or parties to this Agreement;
"PERSON" means a natural person, firm, corporation, body corporate,
company, trust, partnership, joint venture, unincorporated
proprietorship, or agent of the provincial or federal Crown;
"PRESIDENT" means the Person employed by the Company to carry out the
Duties (being the Employee as of the date hereof);
"SECURITIES PURCHASE AGREEMENT" means the securities purchase agreement
dated March 27, 1998 regarding the purchase by Venture of all of the
issued and outstanding shares of the Company;
"TERM" means three (3) full years, commencing March 1, 1998 and
expiring on February 28, 2001; and
"VENTURE" means Venture Seismic Ltd.
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ARTICLE 2
TERMS OF EMPLOYMENT
2.1 The Employee hereby acknowledges and accepts the employment as the
President for the Term of the Agreement and covenants with the Company that the
Employee shall perform the Duties as President for the Term of this Agreement,
and the Company hereby employs the Employee as President for the Term of this
Agreement, subject to the terms hereof.
2.2 The Term of employment hereunder shall be for 3 full years, commencing on
March 1, 1998, and expiring on February 28, 2001, unless terminated prior
thereto in accordance with Article 6 hereof.
ARTICLE 3
EMPLOYEE'S DUTIES AND RESPONSIBILITIES
3.1 The Employee shall perform for the Company all of the Duties as the
President, and shall perform all duties and accept all responsibilities
incidental to such position. The character of the Employee's Duties may be
changed from time to time within reasonable limits, such changes not to result
in demotion or a reduction in status, and as may be assigned to the Employee by
the Company's chief executive officer or its board of directors, and the
Employee shall cooperate fully with the lawful requirements of the Company's
board of directors and other executive officers. Notwithstanding any such change
in the Duties, the Term shall continue as set forth in Section 2.2 hereof. The
Company shall not be entitled to move or otherwise relocate the Employee without
the express and specific consent and approval of the Employee.
3.2 The Employee shall serve the Company faithfully and to the best of his
ability during the Term. Throughout the Term the Employee shall devote his full
working time and attention to the Duties during the normal Business Hours and on
normal Business Days. The Employee further agrees not to work for any other
business or enterprise during the Term without the prior written consent of the
chief executive officer of the Company.
3.3 The Employee shall obey and carry out all lawful orders and directions
given to him by the chief executive officer of the Company within the scope of
the Duties and shall obey and carry out the general working policies and follow
the established procedures of the Company.
3.4 The Employee shall furnish to the Company, from time to time as requested
by the chief executive officer of the Company, reports of the progress of the
Duties and time spent and activities undertaken by the Employee and from time to
time shall provide such other information as reasonably
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requested by the chief executive officer of the Company, in order to allow the
Company to ensure the prompt and complete performance of the Duties by the
Employee.
3.5 The Employee shall, in the performance of this Agreement, comply with and
be entitled to comply with all applicable laws, regulations and orders of Canada
and of any province or political or territorial subdivision thereof including,
but not limited to, laws, regulations and orders pertaining to labour, wages,
hours of work and other similar provisions.
3.6 The Employee represents to the Company that he has the competence,
experience and skill necessary to perform the Duties, is not subject or a party
to any employment agreement, non-competition covenant, non-disclosure agreement
or other agreement, covenant, understanding or restriction which would prohibit
the Employee from executing this Agreement and performing fully the Duties and
responsibilities hereunder, or which would in any manner, directly or
indirectly, limit or affect the Duties and responsibilities which may now or in
the future be assigned to the Employee by the Company or the scope of assistance
to which he may now or in the future provide to other subsidiaries, Affiliates
or divisions of the Company.
ARTICLE 4
CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS
4.1 In the course of performing the Duties, the Employee may obtain
additional information beyond that which the Employee had or knew as of the
effective date of this Agreement, relating to the Company, Venture, the business
or the technology and technical data of the Company or Venture which is of a
confidential and proprietary nature, including but not limited to trade secrets,
know-how, inventions, techniques, processes, formulas, programs, documentation,
data, service manuals, technical reports, customer lists, financial information
and sales and marketing plans (hereinafter referred to as the "CONFIDENTIAL
INFORMATION"). The Employee shall not make use of the Confidential Information
other than as required for the performance of the Duties under this Agreement.
4.2 For a period of 3 years after the termination of this Agreement, the
Employee shall not, without the prior written consent of the Company, divulge or
allow access to the Confidential Information to any Person, except where:
(a) such Confidential Information is available to the public
generally in the form disclosed;
(b) such disclosure of the Confidential Information is compelled
by applicable law;
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(c) such Confidential Information is, at the time of such
disclosure, in the public domain;
(d) such Confidential Information is disclosed to the Employee's
professional advisors, subject to such professional advisors
acknowledging the obligations in Section 4.1 above; or
(e) such Confidential Information has been disclosed to the
Employee by a third party that is not required to maintain the
Confidential Information in confidence.
4.3 The Employee shall not allow the Confidential Information to be used or
acquired by any unauthorized Person, except where:
(a) such Confidential Information is available to the public
generally in the form disclosed;
(b) such disclosure of the Confidential Information is compelled
by applicable law;
(c) such Confidential Information is disclosed to the Employee's
professional advisors;
(d) such Confidential Information is, at the time of such
disclosure, in the public domain; or
(e) such Confidential Information has been disclosed to the
Employee by a third party that is not required to maintain the
Confidential Information in confidence.
4.4 All developments, including inventions, whether patentable or otherwise,
trade secrets, discoveries, improvements, ideas and writings which either
directly or indirectly relate to or may be useful in the business of the Company
or Venture (collectively, the "DEVELOPMENTS") which the Employee, either by
himself or in conjunction with any other Person has conceived, made, developed,
acquired or acquired knowledge of, at any time from and after the effective date
of this Agreement and in the course of his employment by the Company, or which
the Employee, either by himself or in conjunction with any other Person, at any
time from and after the effective date of this Agreement, shall conceive, make,
develop, acquire or acquire knowledge of in the course of his employment by the
Company, whether it be during the Term of this Agreement or at any time
thereafter, while still employed by the Company pursuant to an extension of this
Agreement, shall become and remain the sole and exclusive property of the
Company. The Employee hereby assigns, transfers and conveys, and agrees to so
assign, transfer and convey, all of his right, title and interest in and to any
and all such Developments and to disclose fully as soon as practicable, in
writing, all such Developments to the
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chief executive officer of the Company. At any time and from time to time, upon
the request and at the expense of the Company, the Employee will execute and
deliver any and all instruments, documents and papers, give evidence and do any
and all other acts which, in the reasonable opinion of counsel for the Company,
are or may be necessary or desirable to document such transfer or to enable the
Company to file and prosecute applications for and to acquire, maintain and
enforce any and all patents, trademark registrations or copyrights under
Canadian or foreign law with respect to any such Developments or to obtain any
extension, validation, re-issue, continuance or renewal of any such patent,
trademark or copyright. The Company will be responsible for the preparation of
any such instruments, documents and papers and for the prosecution of any such
proceedings and will fully reimburse the Employee for all reasonable costs and
expenses incurred by him in compliance with the provisions of this Section.
4.5 The provisions of this Article 4 shall survive termination of this
Agreement for a period of 3 years.
ARTICLE 5
COMPENSATION
5.1 (a) For all the services rendered by the Employee hereunder,
the Company shall pay the Employee a monthly gross salary of
$10,000.00 per month, commencing on the effective date of this
Agreement and continuing up to and including the end of the
Term of this Agreement, unless terminated prior thereto in
accordance with Section 6.2(c). The Company agrees that the
Employee's salary will be reviewed at least annually by the
Company's board of directors to determine if any upward
adjustment is appropriate, which upward adjustment shall be in
the sole discretion of the Company's board of directors. The
Company further agrees that the Employee's salary will not
under any circumstances be reduced.
(b) During the Term, the Employee shall also be entitled to
participate in such vacation pay, annual benefits and other
fringe benefit plans, if any, as may be authorized from time
to time by the board of directors in its sole discretion,
provided however that the Employee's participation in such
vacation pay, annual benefits and other fringe benefit plans,
at any particular time and from time to time, shall at any
particular time be consistent with and be comparable in value
to that participation which, at such particular time, has been
authorized by the board of directors of Venture for the
President of Venture with respect to such vacation pay, annual
benefits and such other fringe benefit plans.
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5.2 In addition to the compensation set forth in Section 5.1 hereof, the
Employee shall be entitled to participate in such incentive compensation plans,
if any, as may be established from time to time during the Term by the board of
directors of the Company in their sole discretion, the terms and provisions of
which shall also be in the sole discretion of the Company's board of directors,
provided however that the Employee's participation in such incentive
compensation plans, at any particular time, shall be consistent with and be
comparable or greater in value to that participation which, at such particular
time, has been authorized by the board of directors of Venture for the greater
of the chief financial officer of Venture or the chief operating officer of
Venture with respect to such incentive compensation plans, excepting only the
extent of the Employee's participation in stock option plans of the Company and
of Venture which shall be determined by the Company's board of directors, in
their sole discretion, or by Venture's board of directors, in their sole
discretion, as the case may be.
5.3 The Employee shall be promptly reimbursed for all reasonable costs and
expenses incurred by him in connection with his performance of the Duties during
the Term, such reimbursement to take place within 15 days of presentation of an
itemized account and a written proof of such expenses in accordance with
policies established by the Company.
5.4 The Employee shall be entitled to participate in and to receive all
rights and benefits under any life insurance, disability, medical, dental,
health and accident plans maintained by the Company for their employees
generally, in accordance with his position with the Company and consistent with
and comparable or greater in value, at any particular time, to that
participation enjoyed by the greater of the chief financial officer of Venture
or the chief operating officer of Venture at such particular time, subject only
to the Employee's ability to qualify for participation in such plans. The
Employee's rights under such plans, if any, existing at the date of termination
of this Agreement, shall not be affected by the termination of the Employee if
such termination is due to the Employee becoming incapacitated, ill or injured,
or due to the Employee's death, to the extent that the then existing plans, if
any, allow the Company to continue coverage for the Employee upon his becoming
incapacitated, ill or injured, or due to the Employee's death, and, provided
always that in those cases where termination of this Agreement is due to the
Employee becoming incapacitated, ill or injured, or due to the Employee's death,
the Company shall not be required to obtain alternative or additional coverage
under the same or similar plans.
ARTICLE 6
TERMINATION
6.1 Notwithstanding Article 2, the Company may terminate this Agreement,
without cause, on 30
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days prior written notice to the Employee, to be effective on the 31st day after
the effective date of delivery of such notice pursuant to Section 7.5 hereof,
subject to and only upon strict compliance with the following conditions:
(a) upon payment in full, as a lump-sum cash payment, of the
aggregate of the Employee's remaining gross salary for the
Term, less such withholdings and deductions as may be required
under applicable law, based on the number of months remaining
in the then present 3 year Term;
(b) provided that the Company shall continue to maintain all of
the Employee's benefits, including but not limited to, group
medical, disability and health care, at the same level
existing as at the date of termination of this Agreement,
until the earlier of:
(i) the obtaining by the Employee of alternative
employment;
(ii) the death of the Employee; or
(iii) the expiry of the Term,
or the Company shall pay to the Employee on the effective date
of such termination a lump-sum cash amount in lieu of
maintaining such benefits for the Employee for the total
number of months remaining in the Term, provided however that
such lump-sum cash amount shall have the same monetary value
to the Employee as if the Company had maintained such benefits
for the Employee for the total number of months remaining in
the Term, and further, provided that the Company and the
Employee can first reach a mutual agreement with respect to
the total amount of such cash lump-sum to be paid to the
Employee by the Company;
(c) provided that the Company shall pay to the Employee on the
effective date of such termination, a lump-sum cash amount
equal in value to the aggregate amount of all accrued due and
future anticipated regular vacation pay owed to the Employee
by the Company up to and including the end of the Term,
subject to any applicable withholdings or deductions required
by law; and
(d) provided that the Company shall pay to the Employee on the
effective date of such termination, a lump-sum cash amount
equal in value to the full amount of all annual benefits,
other fringe benefits, and incentive compensation owed by the
Company to
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the Employee for the number of months remaining in the then
present 3 year Term,
whereupon the Employee shall deliver to the Company a release executed by the
Employee in respect of such termination, excepting any payments which are to be
made to the Employee by the Company pursuant to the terms of this Agreement, and
the Company shall deliver to the Employee a release executed by the Company with
respect to the Employee's employment by the Company.
6.2 Each of the following shall give rise to a right of termination of this
Agreement by the Company, other than as provided in Section 6.1:
(a) In the event that the Employee is unable fully to perform his
Duties and responsibilities hereunder to the full extent
required by the board of directors of the Company acting
reasonably, by reason of illness, injury or incapacity not
caused by the negligence of the Company, its employees, agents
or representatives, for 8 consecutive weeks, during which time
he shall continue to be compensated as provided in Article 5
hereof (less any payments due the Employee under disability
benefit programs, worker's compensation and disability
retirement benefits), this Agreement may be terminated by the
Company, and the Company shall have no further liability or
obligation to the Employee for compensation hereunder;
provided, however, that the Employee will be entitled to
receive the payments prescribed under any disability benefit
plan which may be in effect for employees of the Company and
in which he participated, and a pro rata portion of the
incentive compensation, if any, referred to in Section 5.2
hereof in respect of the year during which the Employee first
became disabled. The Employee agrees, in the event of any
dispute under this Section 6.2, to submit to a physical
examination by a licensed physician selected by the chief
executive officer of the Company.
(b) In the event that the Employee dies during the Term and such
death is not caused by the negligence of the Company, its
employees, agents or representatives, the Company shall pay to
his executors, legal representatives or administrators an
amount equal to the instalment of his salary set forth in
Section 5.1 hereof for the month in which he dies, and
thereafter the Company shall have no further liability or
obligation hereunder to his executors, legal representatives,
administrators, heirs or assigns or any other Person claiming
under or through him; provided, however, that the Employee's
estate or designated beneficiaries shall be entitled to
receive the payments prescribed for such recipients under any
death benefit plan or life insurance which may be in effect
for employees of the Company and in which the Employee
participated, and a pro rata
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portion of the incentive compensation, if any, referred to in
Section 5.2 hereof in respect of the year during which the
Employee died.
(c) Nothing in this Agreement shall be construed to prevent its
termination by the Company at any time for "just cause". For
purposes of this Agreement, "cause" shall mean the failure of
the Employee to substantially perform or observe any of the
terms or provisions of this Agreement or to comply
substantially with the lawful and reasonable directives of the
board of directors of the Company, provided that such
directives do not contravene the provisions of this Agreement,
failure to substantially perform the Duties, gross
incompetence in the performance of the Duties, or conviction
at any time of a crime involving moral turpitude, substance
abuse, fraud (whether civil or criminal), or criminal
misappropriation of funds, whether past, present or future.
Such termination shall be effected by notice thereof delivered
by the Company to the Employee and shall be effective as of
the date of delivery of such notice.
6.3 Upon termination of this Agreement pursuant to Section 6.2 or Section
6.6, the Employee shall immediately:
(a) cease to represent himself as providing any duties or
services, including the Duties, to the Company and shall cease
to use any documentation or advertising of the Company and
shall take all reasonable action as may be necessary to remove
such identification as a representative of the Company; and
(b) deliver up to the Company all Confidential Information and
Developments described in Article 4 hereof whether the same is
in the Employee's actual possession or under the Employee's
control.
6.4 (a) Provided that this Agreement has not been terminated by
the Company prior to the natural expiration of the Term and
without "just cause", then from the date of this Agreement
until one year from the termination of this Agreement the
Employee will not, unless acting pursuant hereto or with the
prior written consent of the board of directors of the
Company, directly or indirectly, own, manage, operate, join,
control, finance or participate in the ownership, management,
operation, control or financing of, or be connected as an
officer, director, employee, partner, principal, agent,
representative, consultant or otherwise with or use or permit
his name to be used in connection with, any business or
enterprise engaged in activities or operations similar to the
Company anywhere in the Province of Alberta or the United
States of America.
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(b) The foregoing restriction shall not be construed to prohibit
the ownership by the Employee of not more than 5% of any class
of securities of any corporation which is engaged in any of
the foregoing businesses having a class of securities
registered pursuant to the Securities Act (Alberta), or which
are publicly traded on a recognized securities exchange,
provided that such ownership represents a passive investment
and that neither the Employee nor any group of Persons
including the Employee in any way, either directly or
indirectly, manages or exercises control of any such
corporation, guarantees any of its financial obligations,
otherwise takes any part in its business, other than
exercising his rights as a shareholder, or seeks to do any of
the foregoing.
6.5 Provided that this Agreement has not been terminated by the Company prior
to the natural expiration of the Term and without "just cause", then for one
year from the date of the termination of this Agreement, the Employee agrees
that he will not, either directly or indirectly, call on or solicit any Person,
who or which at the time of such termination was, or within 2 years prior
thereto had been, a customer of the Company or any of its subsidiaries and
Affiliates, with respect to the activities prohibited by Section 6.4(a) hereof,
or solicit the employment of any Person who was employed by the Company or any
of its subsidiaries and Affiliates on a full or part-time basis at the time of
the Employee's termination of employment, unless such Person (a) was
involuntarily discharged by the Company or such Affiliate, or (b) voluntarily
terminated his relationship with the Company or such Affiliate prior to the
Employee's termination of employment.
6.6 Notwithstanding Article 2, the Employee may terminate this Agreement, on
30 days prior written notice to the Company, to be effective on the 31st day
after the effective date of delivery of such notice pursuant to Section 7.5
hereof, in the following circumstances only:
(a) Venture fails to pay the Cash Consideration, as defined in the
Securities Purchase Agreement, to the Securityholders, as
defined in the Securities Purchase Agreement, on or before
January 1, 1999; or
(b) the Company fails to pay the $1,000,000.00 (Cdn.) bonus to
Xxxxxx Xxxxx and Xxx Self on or before June 25, 1998 as
required under section 3 of the Securities Purchase Agreement;
or
(c) the failure of the Company to substantially perform or observe
any of the terms or provisions of this Agreement and such
failure to perform or observe is not remedied to the
satisfaction of the Employee within 30 days from the date that
written notice of
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such failure to perform or observe is provided to the Company,
whereupon the Employee shall receive from the Company, on the effective date of
such termination, full payment of all salary, benefits, annual benefits and
incentive compensation owed to the Employee by the Company up to and including
the expiration of the Term and whereupon the Employee shall deliver to the
Company a release executed by the Employee in respect of such termination,
excepting any payments which are to be made to the Employee by the Company
pursuant to the terms of this Agreement up to and including the expiration of
the Term, and the Company shall deliver to the Employee a release executed by
the Company with respect to the Employee's employment by the Company.
ARTICLE 7
GENERAL
7.1 In the event that any provisions contained in this Agreement shall be
declared invalid, illegal or unenforceable by a court or other lawful authority
of competent jurisdiction, this Agreement shall continue in force with respect
to the enforceable provisions and all rights and remedies accrued under the
enforceable provisions shall survive any such declaration, and any
non-enforceable provision shall to the extent permitted by law be replaced by a
provision which, being valid, comes closest to the intention underlying the
invalid, illegal and unenforceable provision.
7.2 No amendment, modification or rescission of this Agreement shall be
effective unless set forth in writing and signed by the Parties or a duly
authorized representative of each Party.
7.3 No provision hereof shall be deemed waived and no breach excused, unless
such waiver or consent excusing the breach shall be in writing and signed by the
Party to be charged with such waiver or consent. A waiver by a Party of any
provision of this Agreement shall not be construed as a waiver of a further
breach of the same provision.
7.4 Any terms or conditions of this Agreement by which obligations of any
Party are expressed to be applicable or which extend or may extend beyond
termination of this Agreement shall survive and continue in full force and
effect, but only to the extent expressly set out herein.
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7.5 All notices as required hereunder shall be provided by delivery, by
registered mail, or by telecommunication to the Parties hereto at the addresses
as follows:
To the Employee:
Xxxxxx X. Xxxxx
000 00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Telephone: (000) 000-0000
To the Company:
Continental Holdings Ltd.
c/o Venture Seismic Ltd.
0000 00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any notice, direction or other instrument shall, if delivered, be deemed to have
been given and received on the day on which it was so delivered, and if not a
Business Day, then on the Business Day next following the day of delivery, and
if mailed, shall be deemed to have been given and received on the 10th day
following the day on which it was so mailed, and, if sent by telegram, telex,
telecommunication or other similar form of communication, be deemed to have been
given and received on the second Business Day following the day it was sent,
where receipt thereof has been confirmed. If for any reason, the method for
giving notice selected by a Party is impractical, that Party shall be obliged to
select an alternate method of giving notice. Any Party may change its address
for notice in the aforesaid manner.
7.6 Time shall be of the essence of this Agreement.
7.7 Each Party hereto will promptly and duly execute and deliver to each
remaining Party such further documents and assurances and take such further
action as such remaining Party may from time to time reasonably request in order
to more effectively carry out the intent and purpose of this Agreement and to
establish and protect the rights and remedies created or intended to be created
hereby.
7.8 The headings in this Agreement are inserted for convenience of reference
only and shall not affect the construction or interpretation of this Agreement.
7.9 This Agreement shall be construed and enforced in accordance with and the
rights of the
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Parties hereto shall be governed by the laws of the Province of Alberta. Each of
the Parties hereto hereby irrevocably attorns to the jurisdiction of the courts
of the Province of Alberta.
7.10 This Agreement constitutes the entire agreement between the Parties with
respect to the matters contained in this Agreement and there are no statements,
representations, warranties, undertakings or agreements, written or oral,
express or implied between the Parties hereto with respect to the matters
contained in this Agreement except as herein set forth, with the Parties
agreeing that in the event of any conflict or inconsistency between the
provisions of the Securities Purchase Agreement (including, without limitation,
the provisions of section 12 thereof) and this Agreement, then, and only to the
extent to resolve such conflict or inconsistency, the provisions of this
Agreement shall prevail and govern.
7.11 This Agreement may not be assigned to any Person by the Employee without
the prior express written consent of the Company. This Agreement may not be
assigned to any Person by the Company without the prior express written consent
of the Employee, which consent can be unreasonably withheld, except only in
those situations where the Company has merged or has been amalgamated with
another company, in which case this Agreement can be assigned to the new company
formed as a result of such merger or amalgamation without the Employee's
consent. Subject thereto, this Agreement and everything herein contained shall
enure to the benefit of and be binding upon the Parties together with their
personal representatives, successors and permitted assigns, if any.
7.12 This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed, shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement and the execution and delivery of
counterparts of this Agreement by telecopier by any party shall be binding upon
the parties hereto.
IN WITNESS WHEREOF the Parties have executed this Employment Agreement as of the
day and year first above written.
CONTINENTAL HOLDINGS LTD.
Per: /s/ X.X. XXXXX
---------------------------
Name:
Title:
/s/ X.X. XXXXX
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Witness to the signature of XXXXXX X. XXXXX XXXXXX X. XXXXX
