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EXHIBIT (6)f
MEMORANDUM OF AGREEMENT
BETWEEN:
AXYN CANADA CORPORATION
"AXYN"
AND:
SCOTTFEAGAN
"XXXXXX"
I. RECITALS:
1. Axyn is a newly created Canadian company which carries on the business of
Year 2000 remediation and computer systems integration. Axyn is a company
related (as defined by the Income Tax Act, Canada) either at present or in
the near future to other companies, including a company to be named Axyn
Corporation ("Holdco"), which is to serve as the holding company for Axyn
and other companies. Both Axyn and Holdco require, or will shortly require,
the services of a Chairman of the Board of Directors (uChair"), and
President.
2. Xxxxxx has agreed to fulfill the roles of President and Chief executive
Officer of Holdco and of Chair of Axyn.
3. All sums expressed below in monetary terms shall be in currency of the
United States of America.
II. AGREEMENT:
4. Axyn agrees to retain Xxxxxx as an employee in the role of Chair for an
indefinite period, commencing March 1, 1998. During the period of
employment, Xxxxxx agrees to provide such services as may be required by
Axyn, compatible with his role as Chair of Axyn, and also as President of
Holdco, to the extent that he is competent to provide such services.
5. The parties agree that the two roles as described shall require Xxxxxx'x
full time and attention. The parties acknowledge that Xxxxxx is further
bound by the provisions of the Principals' Agreement, as executed by Axyn,
Xxxxxx Xxxx, A.D. XxXxxxxxx and Xxxxxx.
6. Axyn will pay to Xxxxxx remuneration in the form of base salary as follows:
a. On account of his role as President of Holdco, the sum of $50,000 per
annum, to commence retroactively March 1, 1998. Such retroactivity is
in recognition of the time and effort expended by Xxxxxx in connection
with the corporate reorganization that has caused or will cause Holdco
to be related to Axyn, and to the initial public offering of equity in
Holdco.
b. On account of his role as Chair of Axyn, the sum of $100,000 per
annum, to commence retroactively March 1, 1998. Such retroactivity is
in recognition of the time and effort expended by Xxxxxx in connection
with the corporate creation of Axyn. Axyn shall recover such
expenditure from Holdco in a manner appropriate to
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such companies.
7. During the period of his employment with Axyn, Axyn's standard Employee
Information Package shall apply to Xxxxxx.
8. In recognition of the considerable financial risk accepted by Xxxxxx in his
role in the organization and reorganization of Axyn, Holdco and related
companies, and in further consideration of the commitments made by Xxxxxx
as set out herein, the parties agree that, in the event that Xxxxxx'x
employment with Axyn, Holdco or related companies is terminated for any
reason whatsoever, including for just cause but excluding for death or long
term disability, Axyn shall be liable to pay Xxxxxx a sum equivalent to
three times his gross salary for the previous 12 months, which term shall
include the gross cash value of any other consideration received by Xxxxxx
on account of profit sharing, bonus, options or other remuneration of any
kind.
9. Axyn shall maintain (or shall cause Holdco to maintain) insurance with a
Life Underwriting Company licensed to cover risks of death and disability
in Canada or the United States of America, which insurance shall cover the
risks of death and long term disability of Xxxxxx. In the event of his
death, or in the event that physical or mental infirmity prevents Xxxxxx
from actively carrying on his duties for a continuous period of six months,
or any total period of six months within a continuous period of twelve
months, Xxxxxx agrees that the provisions of the Principals' Agreement
pertaining to Axyn, Xxxxxx Xxxx, A.D. XxXxxxxxx and Xxxxxx, shall govern,
and Xxxxxx and his estate agree to accept the consideration described in
that agreement in full satisfaction of any claims he may have to the sums
described in paragraph 8 above.
10. Axyn shall pay, or shall cause Holdco to pay, such sums on account of
profit-sharing as the parties agree from time to time, as ratified by the
Board of Directors of Axyn and/or Holdco.
11. Axyn shall issue, or shall cause Holdco to issue, such shares of the common
or other equity of the issuing company (either Axyn or Holdco, as may be
appropriate), or the option to acquire such shares, on account of bonus,
executive compensation or incentive, as the parties agree from time to
time, as ratified by the Board of Directors of Axyn and/or Holdco.
12. In the event that Xxxxxx causes shares of the common or other equity of the
issuing company (either Axyn or Holdco, as may be appropriate), or the
option to acquire such shares, which shares or option may have been
received by reason of either this agreement, the initial organization of
Axyn or the reorganization which causes Holdco to become the holding
company for Axyn, to be assigned or transferred to an assignee or nominee
related to Xxxxxx, then such assignee or nominee shall be bound by the
terms of this agreement, and Xxxxxx shall take such steps as may be
necessary to accomplish this result.
13. Upon the reorganization that causes Holdco to become the holding company
for Axyn, the parties agree to cause Holdco to execute such contract as to
oblige Holdco to honour such terms of this agreement as may apply to
Holdco, either explicitly or by implication.
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III. ENTIRE AGREEMENT:
14. The parties agree and acknowledge that this agreement constitutes all the
terms and provisions of their agreement, and that there are no other terms
(collateral or otherwise) and no other representations governing their
relationship, this agreement or their rights and obligations among
themselves.
IV. BINDING ON ASSIGNEES
15. The provisions of this agreement shall be binding on all parties, whether
companies, trusts, estates, partnerships or individuals, who may be
assignees of either Axyn or Xxxxxx.
Xxxxx 0, 0000 Xxxx Canada Corporation
per:
D. Xxxxx Xxxxxx Xxxxxx X. Xxxx, President
