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EXHIBIT 10-N
THIS EMPLOYMENT AGREEMENT entered into as of the 30th day of August,
1996
BETWEEN:
VERITAS DGC INC., a body corporate having an office at the
City of Houston in the State of Texas, (hereinafter called the
"Company")
OF THE FIRST PART
- and -
XXXX X.X. XXXXXXXXXXX ("XxxxxxXxxxx")
OF THE SECOND PART
WHEREAS the Company is engaged in the business of the acquisition and
processing of seismic data and other activities related to the oil and gas
industry and currently employs VandenBrand through its subsidiary, Veritas
Energy Services Inc; and
WHEREAS the Company is desirous of continuing the services of
VandenBrand, but has requested that VandenBrand relocate to the City of
Houston, Texas and assume the position of Vice President, Business Development
of the Company;
AND WHEREAS the Company and VandenBrand have agreed to the
compensation, terms and conditions hereafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants hereinafter contained, the parties hereto covenant and agree
as follows, namely:
1. (a) The Company agrees to continue the services of VandenBrand and
VandenBrand hereby agrees to continue providing managerial
services to the Company in the capacity of Vice-President,
Business Development of the Company for a period of twelve
(12) months, commencing on the 30th day of August 1996 and
continuing until the 29th day of August, 1997, at which time
this Agreement shall be automatically renewed for successive
one (1) year periods on the anniversary date of this Agreement
unless terminated by either party hereto on written notice to
the other, such notice to be delivered at least thirty (30)
days prior to the expiry of the initial twelve (12) month
period or any renewal thereof.
(b) In the event that the Company gives notice of non-renewal, or
of termination, other than for just cause under Section 5
hereof, VandenBrand shall be entitled to receive
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from the Company within thirty (30) days an amount equal to
twelve (12) months compensation at the rate set out in
Sections 3 (a)(i) and (ii) or any amendment thereto.
2. VandenBrand shall provide his managerial expertise to the Company
which shall include but not be limited to duties relating to the
matters of finance and business development, and other related duties
and shall further devote his efforts, time, attention and ability to
the business and affairs of the Company on a full time and exclusive
basis, Subject to the terms hereof, VandenBrand agrees to relocate
immediately to Houston, Texas and to perform such duties from such
location. VandenBrand shall not have any business interest which is in
direct competition with any business of the Company. If, in the
reasonable opinion of the Company, VandenBrand does acquire or becomes
a competitor of any business of the Company, VandenBrand agrees to
immediately take such steps as may be necessary to divest himself of
such interest within thirty (30) days of receipt of notice from the
Company to that effect.
3. (a) Subject to such increases as may be approved by the Company
from time to time, the compensation package paid to
VandenBrand for his services shall be as follows, namely:
(i) a monthly salary of TEN THOUSAND (U.S. $10,000)
UNITED STATES DOLLARS;
(ii) a monthly payment of TWO THOUSAND FIVE HUNDRED (U.S.
$2,500) UNITED STATES DOLLARS as a relocation
allowance to compensate for the additional cost of
living in Houston, Texas; and
(iii) such further and additional payments to VandenBrand
by way of bonuses, or other remuneration as from time
to time determined by the Board of Directors of the
Company. Any such payments will be based on increased
earnings and cash flow per share achieved by
VandenBrand, and such other financial and non-
financial targets as the Board of Directors set from
year to year.
(b) The Company will purchase, for each of VandenBrand, his spouse
and his two children one least cost airline ticket from
Calgary, Alberta to Houston, Texas.
(c) Upon departure to Houston, Texas, and at the expense of the
Company, VandenBrand, may ship, by ground transportation, all
personal effects.
(d) The Company will pay to VandenBrand a relocation bonus equal
to one month's salary. Such payment is to cover expenses
normally associated with household relocation and will be paid
at the end of the first month after relocation,
(e) The Company will select local temporary accommodation for
VandenBrand and his family and reimburse VandenBrand for
reasonable living expenses (excluding entertainment) for a
period of up to one month beginning on the date of arrival at
Houston, Texas.
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(f) Upon termination of this Agreement, in accordance with its
terms, the Company will purchase for each of VandenBrand, his
spouse and his two children one least cost airline ticket from
Houston, Texas to Calgary, Alberta and will pay costs similar
to those contemplated in paragraph (c) above or may, at
VandenBrand's discretion, pay to VandenBrand an amount of
money equivalent to the cost of the airline tickets and such
other costs.
(g) During the term of this Agreement and any tax year directly
associated with or affected by the term of this Agreement, the
Company will pay all reasonable fees associated with the
preparation of VandenBrand's foreign and home country returns
and forms for reporting income taxes, provided the tax
preparer is approved by the Company prior to the completion of
tax returns.
(h) During the term of this Agreement, the Company shall be
authorized by VandenBrand to withhold from Company-sourced
income appropriate withholding taxes and other source
deductions.
(i) The Company will purchase one (1) round trip least cost
airline ticket per year to Calgary, Alberta for each of
VandenBrand, his spouse and his two children.
4. VandenBrand shall be reimbursed by the Company for all expenses
actually and properly incurred by him in connection with his duties
hereunder and for all such expenses he shall furnish statements and
vouchers to the Company in accordance with the customary procedures of
the Company.
5. The parties hereto each agree that this Agreement may be terminated by
the Company for just cause immediately upon the giving of written
notice by the Company to VandenBrand specifying the effective date of
termination and as well specifying the event or events which
constitute the "just cause" for terminating this Agreement. For
purposes of this Agreement, "just cause" is defined as follows: a
determination by the Board of Directors that one of the following
events shall have occurred, (i) VandenBrand's material neglect of his
duties hereunder; (ii) the refusal by VandenBrand to follow reasonable
and lawful directions from the Board of Directors of the Company;
(iii) the engaging by VandenBrand in misconduct, or in acts of moral
turpitude, that in the judgment of the Board of Directors, acting
reasonably, is or are injurious to the Company; or (iv) the violation
by VandenBrand of the provisions of Section 6 hereof.
6. In consideration of the fees payable to VandenBrand hereunder, he
agrees that he shall not at any time during the term of this Agreement
or thereafter divulge to any person, firm or corporation the names of
any or all of the clients or customers of the Company nor shall he
divulge to any person, firm or corporation any special knowledge,
methods or confidential information obtained by him during the term of
this Agreement.
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7. Any notice to be given pursuant to this Agreement shall be
sufficiently given if served personally, or by facsimile transmission,
or mailed, prepaid and registered, addressed to the proper party as
follows:
VERITAS DOC INC.
("Personal & Confidential")
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: President and Chief Executive Officer
Facsimile: (000) 000-0000
XXXX X.X. XXXXXXXXXXX
c/o Veritas DOC Inc. ("Personal & Confidential")
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
The above addresses may be exchanged at any time hereafter by giving
(30) days' written notice as herein before provided. The date of the
receipt of any such notice shall be deemed conclusively to be the date
of delivery if such notice is served personally or by facsimile
transmission or if mailed, three (3) days after such mailing. In the
event of a known interruption of postal service, service of notice
shall be by delivery only.
8. This Agreement shall be governed by and construed under the laws of
the State of Texas.
9. This Agreement shall enure to the benefit of and be binding upon the
Company and its successors and permitted assigns and upon VandenBrand
and his heirs, successors and permitted assigns. Neither party may
assign this Agreement without the prior written consent of the other.
10. The parties agree that they have expressed herein their entire
understanding and agreement covering the subject matter of this
Agreement. It is expressly agreed that no implied covenant, condition,
term or reservation shall be read into this Agreement relating to or
concerning the subject matter hereof.
IN WITNESS WHEREOF the parties hereto have hereunto executed this
Agreement, all as of the day, month and year first above written.
VERITAS DGC INC.
Per: /s/ X.X. XXXXXX
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/s/ XXXX X.X. XXXXXXXXXXX
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XXXX X.X. XXXXXXXXXXX
