EXHIBIT 12
EMPLOYMENT AGREEMENT
This Agreement made as of December 1, 2003 between:
RENT SHIELD CORPORATION
A corporation former under the laws of Florida (the "Corporation")
-and-
Xxxxxx Xxxxxx Xxxx
RECITALS
A. The Corporation is engaged in the business of insurance and
financial services;
B. The Corporation wishes to employ employee as its position upon
the terms and conditions hereinafter set forth;
NOW THEREFORE in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the parties agree as
follows:
SECTION 1 - EMPLOYMENT
1.1 POSITION
The Corporation shall employ Employee as its Vice-President Finance and
Risk Mitigation. As such, he shall be subject to the direction and
control of the Board of Directors of the Corporation (the "Board"), or
such person designated by the Board. He shall oversee the
administration and operation of the Corporation with all the authority
normally possessed and exercised in such a position and shall perform
such other duties and functions as shall be reasonably prescribed from
time to time by the Board or its designate.
1.2 PLACE OF EMPLOYMENT
Place of employment shall be at the Corporation's principal offices in
Toronto.
SECTION 2 - COMMENCEMENT DATE
2.1 COMMENCEMENT DATE
Employment with the Corporation as position shall commence on November
1, 2003 (the "Commencement Date") and continue until terminated in
accordance with the termination provisions contained herein.
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SECTION 3 - REMUNERATION AND BENEFITS
3.1 SALARY
The Corporation shall pay the President a salary of $100,000.00 per
annum. Such salary shall be payable in substantially equal semi-monthly
installments in arrears and shall be subject to applicable statutory
deductions. The Board will review the performance of his duties and his
salary annually.
3.2 BONUS
In addition to his annual salary, the President will be eligible for an
annual bonus, at the discretion of the Board, based on the performance
of the Corporation and on the President's performance in each year of
his employment.
3.3 BENEFITS
The President shall be entitled to participate in all health,
disability, death and other employee benefit plans and programs of the
Corporation as may be in place and as the same may be amended from time
to time.
3.4 STOCK GRANTS
The Position shall be granted 1% ordinary shares of Rent Shield Corp.
(RSHL on the OTC/BB exchange).
3.5 VACATION
The Position shall be entitled to three weeks' paid vacation each year
of his employment. He shall take his vacation at a time or times
reasonable for each of the Corporation and himself as mutually agreed.
3.6 EXPENSES
The Corporation shall reimburse the Position for all reasonable
entertainment, travel and other business expenses properly incurred by
him in the course of his employment with the Corporation, upon
providing appropriate receipts verifying such expenses and in
accordance with its expense reimbursement policies and procedures set
out by the Board.
SECTION 4 - EMPLOYEE'S COVENANTS
4.1 FULL TIME SERVICE
Employee shall devote all of his time, attention and effort to the
business and affairs of the Corporation.
4.2 CONFIDENTIAL INFORMATION
Employee acknowledges that, by reason of his employment with the
Corporation, he will have access to confidential information. Employee
agrees that, during and after his employment with the Corporation, he
will not disclose, except in the proper course of his employment with
the Corporation, or as required by law, or use for his personal gain or
benefit, any confidential information acquired by him by reason of his
employment with the Corporation.
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4.3 NON-COMPETITION
Employee acknowledges and agrees that knowledge and experience acquired
during employment at the Corporation shall be used exclusively in the
furtherance of the business of the Corporation and not in any way
detrimental to it. Employee shall not, either during his employment or
for a period of one year following termination of his employment for
any reason, directly or indirectly on his own behalf or on behalf of
anyone else, sell advise on the sale of any products or services which
are the same or similar to or in competition with the products or
services sold by the Corporation.
4.4 NON-SOLICITATION
Employee shall not, either during his employment or for a period of one
year following termination of his employment for any reason, directly
or indirectly on his own behalf or on behalf of anyone else, solicit
any customers of the Corporation for the purpose of selling to those
customers any products which are the same or similar to or in
competition with the products sold by the Corporation.
4.5 RETURN OF PROPERTY
Upon the cessation of his employment with the Corporation for whatever
reason, Employee shall deliver promptly to the Corporation all books,
documents, materials and other property of the Corporation that are in
his possession, charge, control or custody and shall not keep copies of
the same.
4.6 BREACH OF OBLIGATIONS
Employee acknowledges that a breach or threatened breach of his
obligations under Sections 4.2, 4.3 an d4.4 would result in irreparable
harm to the Corporation that could not be calculated or adequately
compensated by recovery of damages alone. Employee therefore agrees
that the Corporation shall be entitled to interim or permanent
injunctive relief, specific performance and other equitable remedies.
SECTION 5 - TERMINATION
5.1 TERMINATION WITHOUT CAUSE
The Corporation at its absolute discretion may terminate Employee's
employment at any time without cause. In the event of termination by
the Corporation without cause the Corporation shall provide to him
severance payments as follows:
(a) an amount equal to three months' base salary, less applicable
statutory deductions to be paid by periodic payments at the ordinary
time an in the ordinary manner should he be terminate prior to or on
the first anniversary of the Commencement Date, or
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(b) an amount equal to six months' base salary, less applicable
statutory deductions to be paid by periodic payments at the ordinary
time and in the ordinary manner should he be terminated after the
second anniversary of his Commencement Date,
In addition, participation in any group health benefit plan in which he
is enrolled at the time of termination will be maintained for a period
of eight weeks.
The parties agree that the provision of severance payments shall
constitute full and final satisfaction of an claim and entitlement
which Employee may have against the Corporation, arising from or
related to the termination of the his employment, whether such claim or
entitlement arises under statute, contract, common law or otherwise.
5.2 TERMINATION WITH CAUSE
The Corporation may terminate Employee's employment at any time with
cause without notice or severance payments to him.
5.3 TERMINATION BY EMPLOYEE
Employee may resign his employment at any time upon providing the
Corporation with at least 90 days notice of his intention to resign.
The Corporation may at its absolute discretion waive notice of
resignation provided that it provide to Employee an amount equal to
eight weeks base salary, less applicable statutory deductions should
the Corporation waive entitlement to notice of resignation.
SECTION 6 - GENERAL
6.1 NOTICES
Unless otherwise specified, all notices provided under this Agreement
must be given in writing and delivered personally or by courier, sent
by prepaid registered mail or transmitted by fax to the party as
follows:
If to the Corporation:
----------------------
Name: Xxxxxxx Xxxxxxxx
Address: 000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxxxxxx, X0X 0X0
Fax No.: (000) 000-0000
If to Employee:
---------------
Address: 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0
Fax No.: (000) 000-0000
Or to any other address, fax number or Person that the party designates:
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6.2 ASSIGNMENT
The Corporation may assign this Agreement without obtaining the consent
of Employee. He may not assign this Agreement. This Agreement inures to
the benefit of and binds the parties and their respective successors
and permitted assigns.
6.3 GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with
the laws of the province of Ontario and the courts of Ontario shall
have exclusive jurisdiction with respect to any disputed that arise
herein.
6.4 SURVIVAL OF AGREEMENT
The provisions of Sections 4.2, 4.3 and 4.4 hereof shall survive and
remain in effect notwithstanding the termination of Employee's
employment or nay finding that his employment with the Company has been
improperly terminated.
6.5 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
with respect to Employee's employment by the Corporation and supersedes
all prior agreements and understandings, oral or written. Any
modification of this Agreement shall be ineffective unless in writing
and signed by both parties.
6.6 SEVERABILITY
Any provision of this Agreement that is invalid or unenforceable shall
not affect any other provision and shall be deemed to be severable.
The parties have executed this Agreement as of the date first
above-written.
RENT SHIELD CORP.:
Per: /s/ illegible Title: CEO
--------------- --------
I have the authority to bind the Corporation.
This agreement require
Xxxxxxx Xxxxxxxx'x
Endorsement.
/s/ Xxxxxx X. Xxxx
--------------------------------
Employee Name Nov. 24/03
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AMENDMENTING AGREEMENT
BETWEEN
Rent Shield Corp. (the "Corporation")
AND
Xxxxxx Xxxxxx Xxxx ("Xxxx")
WHEREAS, the Corporation and Xxxx entered into an Employment Agreement dated
January 1, 2004; and
WHEREAS, IN CONSIDERATION OF THE SUM OF $10.00 AND OTHER GOOD AND VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED BY XXXX, both the
Corporation and Xxxx wish to amend the said Employment Agreement to reflect the
following:
Section 3.4 shall be amended to read as follows:
The employee shall be granted 150,000 shares, in total, of
Rent Shield Corp. (RSHL on the OTC/BB exchange) on the
following dates, provided that Xxxxxxxxx shall still be
employed by the Company:
50,000 shares shall vest on April 1, 2004
50,000 shares shall vest on April 1, 2005
50,000 shares shall vest on April 1, 2006
The Parties have executed this Amendment on the 3 Day of January 2004.
Rent Shield Corp.
Per: /s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxxx Xxxx
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Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxx
I have the power to bind the Corporation
