Exhibit 10.2
EMPLOYMENT AGREEMENT
Employment Agreement ("Agreement") made May 1, 1999, by and between Level
Jump Financial Group, Inc., ("Level Jump") a Colorado corporation and
xxxxxxxxxxxx.xxx inc. ("thestockpage") an Ontario corporation, ("collectively
referred to as the Companies" and individually referred to as a "Company") and
Xxxxx Xxxx ("Xxxx").
WHEREAS, the Companies desire to employ Xxxx and Xxxx desires to be
employed by the Companies upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Employment.
The Companies hereby employ Xxxx as the Vice-President of Level Jump and as the
Vice-President of thestockpage for a term commencing on May 1, 1999 and ending
on April 30, 2004 subject to the provisions in this Agreement with respect to
termination. Thereafter, subject to the provisions in this Agreement with
respect to termination, Xxxx'x employment will be deemed to be renewed annually
on the same terms and conditions as are contained herein, unless either party
terminates such employment by notice in writing from one party to the other
party on or before the last day of February in each year commencing with
February 29, 2004.. Xxxx will act as the senior executive officer of each of the
Companies with such duties and responsibilities as are consistent with that
position and as assigned to Xxxx by the boards of directors of the Companies.
Xxxx will perform his responsibilities principally from an office located in
Ontario, Canada, provided that he will travel to other locations, from time to
time, at the expense of the Companies, as reasonably required for the full and
proper performance of his duties and responsibilities under this agreement. The
Companies acknowledge, that Xxxx has other business endeavors that he will be
pursuing at the same time as he serves as an officer of the Companies, and that
his services will not be required on a full time basis.
For so long as Xxxx is the Vice-President of either of the Companies, the
Companies will use their commercially reasonable best efforts to cause Xxxx to
be elected as a director of each of the Companies.
2. Best Efforts of Employee.
Xxxx agrees to perform faithfully, industriously, and to the best of his ability
all of the duties that may be required by this agreement.
3. Compensation.
As compensation for the services under this agreement in respect of the
Companies and their respective divisions, affiliates and subsidiaries and, if
elected, as a director of the Companies and their respective affiliates or
subsidiaries, the Companies their respective affiliates and subsidiaries will
pay Roff an annual salary of US$256,000, payable in equal installments no less
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frequently than monthly, in accordance with the Companies' usual payroll
procedures. The Companies or their respective affiliates or subsidiaries may,
but are not required to, pay the compensation provided in this paragraph in
Canadian dollars, in which case for the calendar year ending December 31, 1999,
the rate of exchange is hereby fixed at CDN$1.48148 to US$1.00. For calendar
years after December 31, 1999, the rate of exchange will be fixed as of the
first business day of the year based on the Revenue Canada average exchange rate
for the prior calendar year for the Canadian dollar to the United States dollar.
For greater certainty, despite the foregoing, the Companies are jointly and
severally liable to pay all compensation, remuneration and benefits to which
Xxxx is entitled pursuant to this Agreement irrespective of whether Xxxx
performs such services on behalf of affiliates, or subsidiaries.
Xxxx will also be entitled to receive such bonus compensation as the board of
directors of Level Jump determines from time to time acting reasonably having
regard to bonus compensation customarily paid to senior executives by
corporations similar to Level Jump.
4. Expenses.
The Companies will reimburse Xxxx for all reasonable and necessary expenses
incurred in the execution of Xxxx'x duties hereunder, upon Xxxx'x submission to
a Company or the Companies, as the case may be, of invoices, receipts and other
documentation evidencing such expenses in accordance with the Companies'
policies and procedures. Xxxx agrees not to seek reimbursement for personal
charges of any kind.
5. Benefits
Xxxx will be entitled to participate, on at least the same basis and subject to
the same qualifications as other employees of the Companies, in any medical or
disability insurance, sick leave, holiday, pension and other related employee
benefit plans and policies in effect with respect to senior management personnel
of the Companies.
More specifically;
Xxxx will be entitled to four weeks of paid vacation per annum. Vacation may be
taken by Xxxx at times that do not unreasonably interfere with the business of
the Companies.
Annual vacation time will cumulate from year to year, to a maximum of 8 weeks.
Any vacation amount accumulated over 8 weeks will be paid out in cash.
The Companies will provide Xxxx with full medical and dental benefits (including
comprehensive extended care benefits if and when Xxxx resides in Canada) in the
country of his residence at the sole expense of the Company.
The Companies will provide Xxxx with, and maintain in full force and effect,
life Insurance in an amount of not less than $1 million dollars at the sole
expense of the Company.
The Companies will provide Xxxx with disability insurance in an amount of not
less than one half of Xxxx'x annual salary at the sole expense of the Company.
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6. Stock Options.
On the effective date of this agreement, Xxxx will receive from the Level Jump
an option to purchase shares of Common Stock of Level Jump. The option will be
represented by separate agreement, a true copy of which is annexed as Schedule
"A". The option will provide the right to purchase up to 300,000 shares of
Common Stock of Level Jump.
7. Intentionally Deleted.
8 Termination.
X. Xxxx'x employment under this agreement shall be deemed to be
terminated:
1. upon his death;
2. if a physical or mental illness prevents him from carrying out
his duties hereunder for a period of four consecutive months or
an aggregate of 120 days in any consecutive nine month period
after 30 day's advance notice of termination in writing is given
by the Companies (which may occur before or after the end of the
disability periods described above).
B. The Companies may terminate Xxxx'x employment at any time by notice in
writing to Xxxx and Xxxx may terminate his employment at any time by
notice in writing to the Companies.
C. In this Agreement, the term "Cause" means:
(a) theft or dishonesty by Xxxx in the conduct of the Companies'
business; or
(b) a material breach of this Agreement by Xxxx,
D. In this Agreement "Good Reason" shall be deemed to have occurred
where:
(a) there is a "change of control" of Level Jump, where a "change of
control" will mean any "person" is or has become the "beneficial
owner" (as such terms are referred to under Sections 13(d) and
14(d)of the Exchange Act of 1934), directly or indirectly, of
securities of Level Jump representing 51% or more of the combined
voting power of the then outstanding voting securities of Level
Jump in one or more transactions after the date of this
agreement, but excluding any acquisition approved by the board of
directors or the shareholders of Level Jump, or
(b) during any period of two consecutive years, individuals who at
the beginning of such period constituting the board of directors
of Level Jump cease for any reason to constitute at least a
majority of the board of directors of Level Jump, unless the
election of each director who was not a director at the beginning
of such period has been approved in advance by directors
representing at least two-thirds of the directors then in office
who were directors at the beginning of the period;
(c) there has been a failure by either Company to comply with any
material provision of this Agreement;
(d) there has been a reduction in the importance of Xxxx'x
responsibilities to either Company, without his consent.
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E. In the event the Companies terminate Xxxx'x employment for Cause, or
in the event Xxxx terminates his employment for Good Reason, the
Companies shall pay to Xxxx an amount equal to Xxxx'x annual salary at
the time of delivery of the notice of termination, less all usual
withholding amounts, which payment shall be made within 20 days
following the date of delivery of the said notice of termination.
F. In the event the Companies terminate Xxxx'x employment other than for
Cause (or if the Companies purport to terminate Xxxx'x employment for
Cause and it is determined by a court of competent jurisdiction that
no Cause existed) then the Companies shall pay to Xxxx an amount equal
to the greater of:
(a) Xxxx'x annual salary at the time of delivery of the notice of
termination;
(b) the unpaid portion of Xxxx'x salary accruing from the time of
delivery of the notice of termination to April 30, 2004, less all
usual withholding amounts.
G. Upon termination of Xxxx'x employment under this Agreement, he will be
deemed to have resigned as an officer and director of
xxxxxxxxxxxx.xxx.
9. Compliance with Companies' Rules.
Xxxx agrees to acknowledge if requested and to comply with each and every
reasonable policy, rule and regulation of the Companies or as applicable to
either Company by law, consent, decree or agreement.
10. Return of Property.
Upon the termination of the employment of Xxxx, all property (including, but not
limited to, keys, records, notes, data, memoranda, models, credit cards and
equipment) that is in Xxxx'x possession or under Xxxx'x control, which is the
property of either Company or related to either Company will be returned to the
Company in question or destroyed at the direction of Company in question, which
destruction will be certified by Xxxx.
11. Indemnification.
Xxxx is entitled to the rights of indemnification available to officers and
directors under the corporate law of the state or province of incorporation of
each Company and, if any, the provisions of the certificate of incorporation and
by-laws of each Company. The Companies will obtain director and officer
liability insurance or similar insurance coverage and will provide that Xxxx
will be covered thereunder at all times during which Xxxx is an director or an
officer of either Company. The Companies shall jointly and severally indemnify
Xxxx and his heirs and legal representatives, against all costs, charges and
expenses, including without limiting the generality of the foregoing, all legal
costs incurred by Xxxx payable to any lawyer(s) or attorney(s) of his choice and
including any amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
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director or officer of either Company or any subsidiary, affiliate, or associate
of either, if (a) he acted honestly and in good faith with a view to the best
interests of the Company in question or any subsidiary, affiliate, or associate
of either, as the case may be; and (b) in the case of a criminal or
administrative action or proceeding enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful. The Companies
shall also jointly and severally indemnify Xxxx in such other circumstances as
the law permits or requires. Nothing in this Agreement shall limit the right of
Xxxx to claim indemnity apart from the provisions of this Agreement.
12. Notices.
All notices required or permitted under this agreement will be in writing and
will be deemed delivered when (i) delivered in person or (ii) upon receipt if
mailed by United States mail, postage prepaid, return receipt requested, the
addresses as follows:
Company Level Jump Financial Group, Inc.
000 Xxxxxxxx Xxxxxx West, Suite 401
Toronto, Ontario M5H 2LH
Canada
Xxxx Xxxxx Xxxx
0 Xxxxxx Xx. Xxx #0000
Xxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
The above addresses may be changed from time to time by either party by
providing written notice in the manner set forth above.
13 Entire Agreement.
Except for the Option Agreement between Level Jump and Xxxx, this agreement
contains the entire agreement of the parties with respect to the employment of
Xxxx by the Companies and their respective affiliates and subsidiaries, and
there are no other promises or conditions in any other agreement, whether oral
or written.
14 Amendment.
This agreement may be modified or amended, if in writing and signed by both
parties to this agreement.
15. Severability.
If any provision of this agreement is held to be invalid or unenforceable for
any reason, the remaining provisions will continue to be valid and enforceable.
If a court or other competent authority finds that any provision of this
agreement is invalid or unenforceable, but that by limiting the provision it
would become valid or enforceable, then the provision will be deemed to be
written, construed, and enforced as so limited.
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16. Waiver.
The failure of either party to enforce any provision of this agreement will not
be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this agreement.
17. Applicable Law.
This agreement will be governed by the laws of the Province of Ontario and the
applicable laws of Canada. The parties elect to be governed by the laws of the
Province of Ontario and attorn to the non-exclusive jurisdiction of the courts
of Ontario.
18. Construction.
It will be an irrefutable presumption that this agreement was co-drafted by the
parties hereof, and therefore this agreement will be construed without regard to
any presumption or other rule requiring construction against any party. The
parties hereto also acknowledge the ability and opportunity to have this
agreement reviewed by independent counsel of their own choosing prior to
signing.
19. Survival of Provisions
All provisions of this Agreement will survive the termination of the employment
of Xxxx hereunder except for those provisions which require provision of
services by Xxxx to the Companies or either of them or to their associates,
affiliates or subsidiaries.
20. Dollar Amounts
Unless otherwise stated herein, all dollar amounts refer to U.S. funds.
In witness whereof the parties have hereunto set their hands and seals this 1st
day of May, 1999.
Signed, Sealed and Delivered in the )
presence of )
) Level Jump Financial Group, Inc.
)
)
) Per:
)
) ------------------------------
) Name: Xxxxxx Xxxxxx
) Office: President
) I have authority to bind the corporation.
)
)
)
) -------------------------------
) Xxxxx Xxxx
)
)
) xxxxxxxxxxxx.xxx inc.
)
) Per:
)
) ------------------------------
) Name: Xxxxxx Xxxxxx
) Office: President
) I have authority to bind the corporation.
