THIS AGREEMENT made as of the 1st day of August 2003
BETWEEN: AVVAA World Health Care Products
a Company incorporated pursuant to the laws of the state of
Nevada and having an office address located at 0000 Xxxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Employer")
AND: Xxx Xxxxxxxx
Vernon, B. C.
(the "Executive").
WHEREAS the Employer is engaged in the manufacture, marketing and distribution
of health care products including a line of products known as Neuroskin; The
Company has a plan to market and distribute other products and various lines of
products according to the strategic Business Plan.
AND WHEREAS the Employer and the Executive have agreed to enter into an
employment relationship for their mutual benefit;
THIS AGREEMENT witnesses that the parties have agreed that the terms and
conditions of the relationship shall be as follows:
1. Duties
The Employer appoints the Executive to undertake the duties and
exercise the powers as Vice President , Manufacturing & Distribution of the
Employer as may be requested by the President and/or CEO and in the other
offices to which she may be appointed by the subsidiary companies of the
Employer, and the Executive accepts the office, on the terms and conditions set
forth in this agreement.
2. Term
The appointment shall commence with effect from August 1, 2003, and
shall continue until terminated in accordance with the provisions of this
agreement.
3. Compensation
(1) The fixed remuneration of the Executive for her services shall be
at the rate of $72,000 USD for the first year of employment pursuant to this
contract commencing the 1st day of August, 2003 The fixed remuneration shall be
reviewed by the Compensation Committee of the Board of Directors after the 12
months anniversary of employment and thereafter on June 1st of each year,
pursuant to this contract. The review will be undertaken by assessing the
Executive's achievement of the over-all objectives established by the Employer
and by having regard to the market rates of remuneration paid in Canada and
United States for similar duties and responsibilities.
(2) In addition to the fixed remuneration, the Executive may, in the
absolute discretion of the Employer, receive from the Employer a bonus payment
for her services for each year during the period of her employment under this
contract from and including the year commencing the 1st day of June, 2003.
(3) It is the intention of the Employer to establish a Stock Option
Plan for certain of its directors, employees and independent contractors. The
Employer intends that the total number of common shares of issued under the
Employer's Stock Option Plan, shall not exceed 15% shares of the authorized
common stock. It is the intent that the Executive will be granted options on the
common shares of the Employer, the number of which to be determined by the
Compensation Committee of the Board of Directors.
(4) The Employer in its sole discretion will contribute up to 5% of the
fixed remuneration per year to savings plan for the benefit of the Executive.
(5) The Employer further agrees, to pay the Executive a fee of Two
Hundred and Fifty Thousand (250,000) 144 restricted shares of the Employer's
common stock. These shares will be delivered within thirty (30) days after
August 1, 2003. All shares transferred are considered fully earned and
non-assessable as of the date delivered.
4. Benefits
(1) Automobile. The Executive shall be provided with an automobile in
the $40,000Cdn to $50,000 Cdn value range by the Employer.
(2) Expenses. It is understood and agreed that the Executive will incur
expenses in connection with his or her duties under this agreement. The Employer
will reimburse the Executive for any expenses provided that the Executive
provides to the Employer an itemized written account and receipts acceptable to
the Employer within [thirty] days after they have been incurred. The Executive
will not be reimbursed for any item in excess of $2,000 USD unless approved in
advance by the President and/or CEO.
(3) Benefit plans. The Executive shall participate in all benefit plans
(the "Employee Benefits") which the Employer provides, including
medical/hospital and extended health care benefits and life insurance, which
life insurance shall be in the amount of two times fixed remuneration during the
currency of this agreement. The Employer reserves the right to unilaterally
revise the terms of the Employee Benefits or to eliminate any Employee Benefits
altogether. Benefits will be provided in accordance with the formal plan
documents or policies and any issues with respect to entitlement or formal plan
documents or policies and any issues with respect to entitlement or pay of
benefits under any of the Employee Benefits will be governed by the terms of
such documents or policies establishing the benefit in issue.
(4) Club fees. Recognizing the extra requirement for customer
entertainment by the Executive, the Employer will provide for initiation and
annual dues payments for one health or luncheon club.
5 Authority
(1) The Executive shall have, subject always to the general or specific
instructions and directions of the President and/or CEO of the Employer, full
power and authority to manage and direct the business and affairs of the
Employer ,including power and authority to enter into contracts, engagements or
commitments of every nature or kind in the name of and on behalf of the
Employer, provided always that no contract shall be made which might involve the
Employer in an expenditure exceeding $10,000 US per annum without, in each case,
the prior approval of the President and/or CEO of the Employer.
(2) The Executive shall conform to all lawful instructions and
directions given to him or her by the President and/or CEO of the Employer, and
obey and carry out the by-laws of the Employer.
6. Service
(1) The Executive, throughout the term of his or her appointment, shall
devote his or her full time and attention to the business and affairs of the
Employer and its subsidiaries and shall not, without the consent in writing of
the President and/or CEO of the Employer undertake any other business or
occupation or become a director, officer, employee or agent of any other
company, firm or individual.
(2) The Executive shall well and faithfully serve the Employer and its
subsidiaries and use his or her best efforts to promote the interests thereof
and shall not disclose the private affairs or trade secrets of the Employer and
its subsidiaries to any person other than the Directors of the Employer or for
any purposes other than those of the Employer any information the Executive may
acquire in relation to the Employer's business.
7. Non-competition
(1) The Executive agrees with and for the benefit of the Employer
that for a period of twenty-four months from the date of
termination of the Executive's employment, however caused, the
Executive will not for any reason, directly or indirectly,
either as an individual or as a partner or joint venturer or
as an employee, principal, consultant, agent, shareholder,
officer, director, or salesperson for any person, firm,
association, organization, syndicate, company or corporation,
or in any other manner:
(a) carry on, be engaged in, concerned with, interested in,
advise, lend money to, guarantee the debts or obligations of,
permit his or her name or any part of it to be used or
employed by any person, business, firm, association,
syndicate, company, organization or corporation concerned with
or engaged or interested in a business which is the same as,
or competitive with, the business of the Employer including,
without limitation, any business relating to health care
within the geographical area of North America, or
(b) solicit or accept business with respect to products
competitive with those of the Employer from any of the
Employer's customers, wherever situate;
provided that the Executive shall be entitled, for investment purposes, to
purchase and trade shares of a public company which are listed and posted for
trading on a recognized stock exchange and the business of which public company
may be in competition with the business of the Employer, provided that the
Executive shall not directly or indirectly, own more than 10% of the issued
share capital of the public company, or participate in its management or
operation or in any advisory capacity.
(2) The Executive further agrees that, during employment pursuant to
this agreement and for a period of twelve months following termination of
employment, however caused, the Executive will not hire or take away or cause to
be hired or taken away any employee of the Employer or, following termination of
the Executive's employment, any employee who was in the employ of the Employer
during the twelve months preceding termination.
8. Confidential Information
(1) The Executive acknowledges that as the Executive Vice
President Sales and Marketing and in any other position as the Executive may
hold, the Executive will acquire information about certain matters and things
which are confidential to the Employer, and which information is the exclusive
property of the Employer, including:
(a) product design and manufacturing information;
(b) names and addresses, buying habits and preferences of present
customers of the Employer, as well as prospective customers;
(c) pricing and sales policies, techniques and concepts;
(d) trade secrets, and
(e) other confidential information concerning the business
operations or financing of the Employer.
(2) The Executive acknowledges the information as referred to in
paragraph 8(1) could be used to the detriment of the Employer. Accordingly, the
Executive undertakes not to disclose same to any third party either during the
term of the Executive's employment except as may be necessary in the proper
discharge of his or her employment under this agreement, or after the term of
his or her employment, however caused, except with the written permission of an
officer of the Employer. The Executive also agrees that the unauthorized
disclosure of any such information during the life of this agreement shall
justify the immediate termination of this agreement by the Employer.
(3) The Executive acknowledges that in addition to any and all
rights of the Employer, the Employer shall be entitled to injunctive relief in
order to protect the Employer's rights and property as set out in paragraphs 1
and 2 of this section.
(4) The Executive understands and agrees that the Employer has a
material interest in preserving the relationship it has developed with its
customers against impairment by competitive activities of a former employee.
Accordingly, the Executive agrees that the restrictions and covenants contained
in paragraph 7 and those contained in paragraph 8 of this agreement and the
Executive's agreement to them by his execution of this agreement, are of the
essence to this agreement and constitute a material inducement to the Executive
to enter into this agreement and to employ the Executive, and that the Employer
would not enter into this agreement absent such an inducement. Furthermore, the
existence of any claim or cause of action by the Executive against the Employer
whether predicated on this agreement or otherwise, shall not constitute a
defence to the enforcement by the Employer of the covenants or restrictions
provided in paragraphs 7 or 8, provided, however, that if any provision shall be
held to be illegal, invalid or unenforceable in any jurisdiction, the decision
shall not affect any other covenant or provision of this agreement or the
application of any other covenant or provision.
9. Vacation
The Executive shall be entitled during each year to six weeks' paid
vacation. The vacation shall be taken at the time or times as the President
and/or CEO of the Employer may determine. The Executive shall be allowed to
carry forward any unused vacation into the next calendar year but not further.
10. Termination of Employment
(1) Notwithstanding any other provision herein, it is understood and
agrees by and between the parties hereto that the Executive may terminate this
Agreement in its entirety by giving the Company six months notice of such
intention to terminate.
(2) The Company may terminate this Agreement in its entirety, with or
without cause, for any reason whatsoever by payment to the Executive for an
amount equal to 2 years salary, if terminated within the first 18 months and if
terminated thereafter an amount increasing equally each month reaching a total
of $750,000 at the end of year 3 and all outstanding amounts otherwise owing.
11. Employer's Property
The Executive acknowledges that all items of any and every nature or
kind created or used by the Executive pursuant to the Executive's employment
under this agreement, or furnished by the Employer to the Executive, and all
equipment, automobiles, credit cards, books, records, reports, files, diskettes,
manuals, literature, confidential information or other materials shall remain
and be considered the exclusive property of the Employer at all times and shall
be surrendered to the Employer, in good condition, promptly at the request of
the Employer, or in the absence of a request, on the termination of the
Executive's employment with the Employer.
12. Assignment of Rights
The rights which accrue to the Employer under this agreement shall pass
to its successors or assigns. The rights of the Executive under this agreement
are not assignable or transferable in any manner.
13. Notices
(1) Any notice required or permitted to be given to the Executive shall
be sufficiently given if delivered to the Executive personally or if mailed by
registered mail to the Executive's address last known to the Employer, or if
delivered to the Executive via facsimile.
(2) Any notice required or permitted to be given to the Employer shall
be sufficiently given if mailed by registered mail to the Employer's Head Office
at its address last known to the Executive, or if delivered to the Employer via
facsimile.
14. Severability
In the event that any provision or part of this agreement shall be
deemed void or invalid by a court of competent jurisdiction, the remaining
provisions or parts shall be and remain in full force and effect.
15. Entire Agreement
This document constitutes the entire agreement between the parties with
respect to the employment and appointment of the Executive and any and all
previous agreements, written or oral, express or implied, between the parties or
on their behalf, relating to the employment and appointment of the Executive by
the Employer, are terminated and cancelled and each of the parties releases and
forever discharges the other of and from all manner of actions, causes of
action, claims and demands whatsoever, under or in respect of any agreement.
16. Modification of Agreement
Any modification to this agreement must be in writing and signed by the
parties or it shall have no effect and shall be void.
17. Headings
The headings used in this agreement are for convenience only and are
not to be construed in any way as additions to or limitations of the covenants
and agreements contained in it.
18. Governing Law
This agreement shall be construed in accordance with the laws of the
State of Nevada and the Laws of the State of Nevada shall govern all disputes
arising hereunder.
IN WITNESS WHEREOF this agreement has been executed by the parties to
it, the day, month and year first written. THIS AGREEMENT made as at the 1st day
of August, 2003.
AVVAA World Health Care Products
/s/ X.X. Xxxxxx
-------------------------------------
Director
/s/ C.T. Austin
-------------------------------------
Director
Xxx Xxxxxxxx
/s/ Xxx Xxxxxxxx
--------------------------------------
Signed
