EXHIBIT-10
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 28th day of June, 2002.
BETWEEN:
SECURITY BIOMETRICS, INC., or Assignee
-------------------------
a company incorporated under the laws of the
State of Nevada and having a place of business at
#1410 - 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, Xxxxxx X0X 0X0
(hereinafter called the "CORPORATION")
OF THE FIRST PART
AND:
XXXXXX XXXXXXX,
--------------
Businessman of 00000 XX Xxxxxx Xxxx, Xxxxxxxxxx Xxxxxx, XX, XXX, 00000
(hereinafter called the "CHIEF TECHNOLOGY OFFICER")
OF THE SECOND PART
WHEREAS the Corporation and the Chief Technology Officer have agreed to enter
into this Agreement for purposes of setting forth the terms and conditions
governing the employment of the Chief Technology Officer by the Corporation.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the covenants,
agreements and payments herein set out and provided for and other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged and agreed to by the parties), the parties hereto covenant and
agree as follows;
ARTICLE I
DEFINITIONS AND INTERPRETATION
DEFINITIONS
1.1 In this Agreement (including any Schedules attached hereto), the following
expressions shall have the following meanings:
a) "AFFILIATES" shall have the meaning ascribed to same in the Company
Act or similar Act in effect in the State of Nevada;
b) "BUSINESS DAY" means any day, other than a Saturday, Sunday or any
other day on which the principle chartered banks located in the City
of Nevada are not opened for business during normal banking hours;
c) "COMPANIES" means the Corporation and its Affiliates;
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d) "CONFIDENTIAL INFORMATION" means all information, know-how, data,
techniques, knowledge and other confidential information of every kind
or character relating to or connected with the business, corporate
affairs and operations of the Companies (including the Corporation)
and includes, without limitation, shareholder data, compensation rates
and methods, personnel information and customer information including
customer lists stating names of contacts, telephone numbers and other
customer information;
e) "DATE OF DISABILITY" means the date on any letter from the qualified
medical professional referred to in the definition of "Disability";
f) "DATE OF TERMINATION" means the date the Termination Notice is given
by the Corporation or the Chief Technology Officer (as the case may
be) to the Corporation or the Chief Technology Officer (as the case
may be) in accordance with paragraphs 5.1, 5.2 or 5.3 hereof and for
the purposes of paragraph 5.4 hereof, means the Date of Death or the
Date of Disability as specified in paragraph 5.4 hereof;
g) "DISABILITY" means ill health, physical or mental disability, or other
causes beyond the control of the Chief Technology Officer confirmed in
writing by a qualified professional (medical doctor or
psychologist/psychiatrist), preventing the Chief Technology Officer
from carrying out the Chief Technology Officer Duties for sixty (60)
consecutive days or a total of ninety (90) days in any twelve (12)
consecutive months;
h) "NEW PRODUCT" means Product whose sales commenced during the previous
12 month period;
i) "EXECUTIVE BONUS" means the bonus to be paid to the Chief Technology
Officer as set out in Schedule "B" attached hereto and forming part
hereof;
j) "FISCAL YEAR" means the fiscal year of the Corporation which is a
twelve (12) month period commencing January 1 and ending on December
31;
k) "GROSS SALARY" means the gross salary defined and described in
Schedule "B" attached hereto and forming part hereof;
l) "JUST CAUSE" means the Chief Technology Officer i) commits any act of
theft or fraud against the Corporation; ii) is convicted of a felony;
iii) knowingly and materially falsifies any employment or Corporation
records; iv) improperly discloses any of the Corporation's
confidential or proprietary information; v) is guilty of excessive
chronic and unexcused absenteeism; vi) unlawfully appropriates a
corporate opportunity; vii) engages in willful misconduct to the
material detriment of the Corporation, or viii) knowingly or willfully
breaches any of Executive's representations, warranties or covenants
contained in this Agreement;
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m) "CHIEF TECHNOLOGY OFFICER DUTIES" means the position of Technical
Advisor to the Board of the Corporation responsible for those matters
detailed and described in Schedule "A" attached hereto and forming
part hereof.
n) "NON-COMPETITION PERIOD" means the period of time determined as
follows:
i) if the Corporation terminates this Agreement in accordance with
paragraph 5.1 hereof, then, the Non-Competition Period shall be
for two (2) years (24 months); OR
ii) if the Corporation terminates this Agreement in accordance with
paragraph 5.2 hereof, or the Chief Technology Officer terminates
this Agreement for Good Reason in accordance with paragraph 5.3
hereof, then, the Non-Competition Period shall commence on the
Date of Termination and shall end at the expiry of the period of
time for which the Severance Allowance was paid; OR
iii) if the Chief Technology Officer terminates this Agreement in
accordance with paragraph 5.3 hereof other than for Good Reason,
then, the Non-Competition Period shall be for two (2) years (24
months); OR
iv) if the Term expires in the ordinary course of business, and, a
Date of Termination did not occur before the expiry of the Term,
then, the Non-Competition Period shall be for one (1) year (12
months) commencing on the expiry of the Term; OR
v) if the Term is extended, either verbally or in writing, and the
Corporation and the Chief Technology Officer do not agree in
writing to the contrary, then, the Non-Competition Period shall
be for one (1) year (12 months) commencing on the date that the
Chief Technology Officer is no longer retained by the
Corporation;
o) "SEVERANCE ALLOWANCE" means the severance allowance described and
specified in paragraph 5.2(b) hereof;
p) "TERM" means the term of three (3) years specified in paragraph 2.3
hereof;
q) "TERMINATION NOTICE" means the notice in writing given by the
Corporation to the Chief Technology Officer in accordance with
paragraphs 5.1 or 5.2 hereof, and, the notice in writing given by the
Chief Technology Officer to the Corporation in accordance with
paragraph 5.3 hereof.
HEADINGS
1.2 The headings of the Articles, clauses and paragraphs herein are inserted
for convenience of reference only and shall not affect the meaning of
construction hereof.
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PREAMBLE
1.3 The preamble hereto shall form an integral part of this Agreement.
SCHEDULES
1.4 All Schedules referred to in this Agreement shall be deemed to be
incorporated in and shall form part of this Agreement.
GOVERNING LAWS
1.5 This Agreement shall be construed and interpreted in accordance with the
laws of the State of Washington.
CURRENCY
1.6 All dollar amounts referred to in this Agreement are US dollars and all
dollar amount calculations to be made or paid (as the case may be) in accordance
with this Agreement are to be made or paid (as the case may be) in US dollars.
NUMBER AND GENDER
1.7 All words importing the singular number include the plural and vice versa,
and all words importing gender include the masculine, feminine and neutral
genders.
ARTICLE 2
EMPLOYMENT/TERM
EMPLOYMENT
2.1 The Corporation hereby agrees to employ the Chief Technology Officer to
perform the Chief Technology Officer Duties and the Chief Technology Officer
agrees to accept such employment and to perform the Chief Technology Officer
Duties, all in accordance with the express terms, duties and obligations
hereinafter set forth.
RELATIONSHIP
2.2 The parties hereto agree that the relationship between the Corporation and
the Chief Technology Officer created by this Agreement is that of
employer-employee.
TERM
2.3 This Agreement shall continue in full force and affect until the
expiration of three (3) years from June 28th, 2002, and thereafter shall be
subject to renegotiation or renewal at the discretion of the board of directors
of the Corporation and the Chief Technical Officer.
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ARTICLE 3
DUTIES, REPORTING AND LOCATION
DUTIES
3.1 The Chief Technology Officer shall, during the Term, perform the Chief
Technology Officer Duties.
POWERS
3.2 During the Term the Chief Technology Officer shall have the power to do
all acts and things as are customarily done by a person holding the same or
equivalent positions in corporations of similar size conducting similar business
to the Corporation.
EXCLUSIVITY
3.3 During the Term the Chief Technology Officer shall devote his full time
efforts to performing the Chief Technology Officer Duties and the Chief
Technology Officer shall not engage, for his own account, in any consulting
work, trade or business pertaining to the business of the Companies (including
the Corporation) which will or may interfere with his abilities to perform the
Chief Technology Officer's duties or result in conflict with the business
carried out by the Companies (including the Corporation).
REPORTING
3.4 In carrying out the Chief Technology Officer Duties, the Chief Technology
Officer shall report to the Chief Executive Officer of Security Biometrics Inc.
or, if requested by the said Chief Executive Officer, to such other person as
may be designated by the Chief Executive Officer of Securities Biometrics Inc.
from time to time, and the Chief Technology Officer shall act consistently with
the directions and policies established, from time to time, by the Board of
Directors of the Corporation.
LOCATION
3.5 During the Term the Chief Technology Officer shall be based at the
Corporation's offices located in Bainbridge Island, Washington, or at such other
location within the State of Washington as the Corporation's offices may be
located and at no time during the Term shall the Corporation require or obligate
the Chief Technology Officer to move out of the State of Washington unless the
Chief Technology Officer consents, in writing, to such move. This paragraph 3.5
shall not be interpreted to diminish the right of the Chief Executive Officer to
resign with Good Reason as permitted by paragraph 5.3.
INDEMNIFICATION
3.6 The Corporation shall indemnify, hold harmless and defend the Chief
Technology Officer from and against any and all claims, demands, causes of
action, damages and attorney's fees arising from or relating to the Chief
Technical Officer's employment by and provision of services to the Corporation,
unless arising from the willful wrongdoing or gross negligence of the Chief
Technical Officer.
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ARTICLE 4
COMPENSATION
GROSS SALARY
4.1 In consideration of the Chief Technology Officer performing the Chief
Technology Officer Duties, the Chief Technology Officer shall, subject to
Article 5 hereof, receive from the Corporation the Gross Salary.
EXECUTIVE BONUS
4.2 In consideration of the Chief Technology Officer performing the Chief
Technology Officer Duties, the Chief Technology Officer shall, subject to
Article 5 hereof, receive from the Corporation the Executive Bonus calculated in
accordance with this Agreement including, but without limitation, Schedule "B".
If there is any dispute between the Chief Technology Officer and the Corporation
with respect to the calculation of New Product Sales (as opposed to what
constitutes a New Product), then, a determination of the auditors of the
Corporation as to the amount of New Product Sales, computed in accordance with
Generally Accepted Accounting Principles, shall be final and binding upon the
Corporation and the Chief Technology Officer.
VACATIONS/VEHICLE
4.3 The Chief Technology Officer shall be entitled to the following additional
benefits:
a) three (3) weeks paid annual vacation during the first year of the Term
and four (4) weeks paid annual vacation during each of the remaining
two (2) years of the Term; and
b) a vehicle allowance in the amount set out in Schedule "B".
REIMBURSEMENT
4.4 The Corporation shall pay or reimburse the Chief Technology Officer, for
all reasonable business expenses, including, without limitation, all travel and
promotional expenses payable or incurred by the Chief Technology Officer in
connection with the proper discharge of the Chief Technology Officer Duties. All
payments or reimbursements shall be made upon submission by the Chief Technology
Officer of vouchers, bills or receipts for all such reasonable expenses.
4.5 Without restricting the generality of paragraph 4.4 hereof, it is agreed
that in order for the Chief Technology Officer to carry out the Chief Technology
Officer Duties the Chief Technology Officer will require a cellular phone, a fax
line to his home and an internet connection to his home in order to facilitate
e-mails. The Chief Technology Officer will be reimbursed for these items.
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BENEFITS
4.6 The Chief Technology Officer shall be entitled to participate in and to
receive all rights and benefits under any life insurance, disability, medical,
dental, health and accident plans maintained by the Corporation and its
Affiliates for their comparable level employees generally, subject to his
ability to qualify for participation in such plans. The Chief Technology
Officer's rights under such plans, if any, existing at the Date of Termination,
shall not be affected by the termination of the Chief Technology Officer if such
termination is due to the Chief Technology Officer becoming incapacitated, to
the extent that the then existing plans, if any, allow the Corporation to
continue coverage for the Chief Technology Officer upon his becoming
incapacitated and, provided always that the Corporation shall not be required to
obtain alternative or additional coverage under the same or similar plans, in
which case the Corporation shall have no obligations pursuant to this section.
Notwithstanding the foregoing, during the term of the Agreement the Chief
Technology Officer shall be provided insurance coverages no less favorable than
he was provided by DataDesk immediately prior to its acquisition by the
Corporation.
STOCK OPTIONS
4.7 The Chief Technology Officer shall be granted an option to acquire 250,000
shares of the common stock of the Corporation at an exercise price of $0.11 per
share. Such option shall vest immediately as to one half of the option shares
and the remainder shall vest in four equal increments at the end of each
calendar quarter commencing September 30, 2002, provided the Chief Technical
Officer must be in the employ of the Company on the applicable vesting date. The
unvested portion of the option shall vest immediately and be fully exercisable
in the event the Chief Technology Officer is terminated without Just Cause or
resigns with Good Reason. In consideration of the Chief Technology Officer
serving on the Technical Advisory Committee of the Corporation, he shall be
granted an additional option to acquire 100,000 shares of the common stock of
the Corporation at an exercise price of $0.11 per share. Such option shall be
fully vested. The options granted hereunder shall have a term of ten (10) years
without regard to whether the Chief Technology Officer remains in the employ of
the Corporation.
ARTICLE 5
TERMINATION AND DEATH/DISABILITY
JUST CAUSE
5.1 The Corporation shall be entitled, upon written notice to the Chief
Technology Officer, to terminate this Agreement and the Chief Technology
Officer's employment with the Corporation at any time for Just Cause. If the
Chief Technology Officer's employment is terminated for Just Cause, then, the
Corporation shall pay to the Chief Technology Officer the sum of the following:
a) the Gross Salary to the Date of Termination; and
b) the portion of the Executive Bonus applicable to the Fiscal Year in
which the Date of Termination occurs pro rata to the Date of
Termination;
less withholding taxes and deduction that may be required under any applicable
law and following such payment the Corporation shall have no further obligation
to the Chief
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Technology Officer under this Agreement and the Chief Technology Officer shall
have no further obligation to the Corporation under this Agreement, save and
except for the Chief Technology Officer's obligations under Article 6.
WITHOUT JUST CAUSE
5.2 The Corporation shall be entitled, upon written notice to the Chief
Technology Officer, to terminate this Agreement and the Chief Technology
Officer's employment with the Corporation at any time and for whatever reason,
other than Just Cause. If the Corporation terminates the Chief Technology
Officer's employment with the Corporation without Just Cause, then the following
shall apply:
a) the Corporation shall pay to the Chief Technology Officer the sum of
the following:
i) the Gross Salary to the Date of Termination; and
ii) the portion of the Executive Bonus applicable to the Fiscal Year
in which the Date of Termination occurs pro rata to the Date of
Termination; and
b) the Corporation shall pay to the Chief Technology Officer a severance
allowance ("Severance Allowance") calculated and payable as follows:
i) if the Date of Termination occurs during the first year (12
months) of the Term, commencing June 28th, 2002 and ending on
June 28th, 2003, then, the Corporation shall pay to the Chief
Technology Officer a Severance Allowance equal to the Gross
Salary for twelve (12) months; or
ii) if the Date of Termination occurs during the last two (2) years
(24 months) of the Term, commencing on June 28, 2003 and ending
on June 28th, 2005, then, the Corporation shall pay to the Chief
Technology Officer a Severance Allowance equal to the Gross
Salary for six (6) months;
The Severance Allowance calculated as aforesaid shall be paid by the
Corporation to the Chief Technology Officer within five (5) Business
Days following the Date of Termination. During the period for which
the Severance Allowance is calculated, the Corporation will maintain
the Chief Technical Officer's medical, dental and vision insurance
benefits and the eligibility period for COBRA health insurance
continuation shall not commence until the end of the Severance
Allowance calculation period.
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TERMINATION BY CHIEF TECHNOLOGY OFFICER
5.3 The Chief Technology Officer may voluntarily terminate this Agreement for
any reason upon one (1) month written notice to the Corporation, in which case
the Chief Technology Officer shall continue to provide his services and perform
the Chief Technology Officer Duties until the Date of Termination and the
Corporation shall pay to the Chief Technology Officer the monies calculated in
accordance with paragraph 5.1 hereof as if the employment of the Chief
Technology Officer had been terminated for Just Cause. The Chief Technology
Officer shall be entitled, upon thirty days written notice to the Corporation,
to resign with Good Reason. "Good Reason" shall consist of a reduction in the
Chief Technology Officer's compensation, a material reduction in the Chief
Technology Officer's job responsibilities or job title, or a change in the
regular location of the Chief Technology Officer's place of work more than 30
miles from the existing location on Bainbridge Island, Washington. In the event
the Chief Technology Officer resigns with Good Reason, he shall be entitled to
receive from the Corporation the same Severance Allowance as if he was
terminated without Just Cause as specified in paragraph 5.2.
DISABILITY
5.4 a) If the Chief Technology Officer dies or becomes disabled at any
time during the first one and a half (1 1/2) years of the Term,
commencing on June 28th, 2002 and ending on December 28th, 2003, then,
the Date of Disability shall be deemed to be the Date of Termination
and the Corporation shall pay to the Chief Technology Officer (in the
case of Disability) or to the Chief Technology Officer's estate (in
the case of death) the monies required to be paid to the Chief
Technology Officer in accordance with paragraph 5.1 hereof as if this
Agreement and the Chief Technology Officer's employment with the
Corporation had been terminated for Just Cause.
b) If the Chief Technology Officer becomes disabled during the last
one and a half (1 1/2) years of the Term, commencing on December 28th,
2003 and ending on June 28th, 2005, then, the Corporation shall pay to
the Chief Technology Officer (in the case of disability) the Gross
Salary until the expiry of the Term as if this Agreement had not been
terminated. For greater certainty the monies to be paid by the
Corporation to the Chief Technology Officer in accordance with this
paragraph 5.4(b) hereof shall not include the Executive Bonus.
EXPIRATION OF TERM
5.5 If the Corporation in its sole discretion elects to terminate the
employment of the Chief Technology Officer at the expiration of the term or the
expiration of any extension of the term, the Chief Technology Officer shall be
entitled to receive from the Corporation the same Severance Allowance as if he
was terminated without Just Cause as specified in paragraph 5.2.
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ARTICLE 6
NON-COMPETITION/CONFIDENTIALITY
NON-COMPETITION DURING THE TERM
6.1 The Chief Technology Officer recognizes and understands that in performing
the duties and responsibilities of his employment as outlined in this Agreement,
he will occupy a position of high fiduciary trust and confidence, pursuant to
which he has developed and will develop and acquire wide experience and
knowledge with respect to all aspects of the business of the Companies
(including the Corporation). It is the expressed intent and agreement of the
Chief Technology Officer and the Corporation that such knowledge and experience
shall be used solely and exclusively in the furtherance of the business
interests of the Companies (including the Corporation) and not in any manner
detrimental to them. The Chief Technology Officer therefore agrees that so long
as he is employed by the Corporation pursuant to this Agreement the Chief
Technology Officer shall not engage in any practice or business in competition
with the business of the Companies (including the Corporation).
CONFIDENTIALITY
6.2 The Chief Technology Officer further recognizes and understands that in
the performance of his employment duties and responsibilities as outlined in
this Agreement he will become knowledgeable, aware and possess Confidential
Information. The Chief Technology Officer therefore agrees that except with the
consent of the Chief Executive Officer of Security Biometrics Inc., the Chief
Technology Officer shall not disclose such Confidential Information to any
persons not employed by the Companies so long as the Chief Technology Officer is
employed by the Corporation pursuant to this Agreement and thereafter for and
during the Non-Competition Period; provided that the foregoing shall not apply
to any Confidential Information which is or becomes known to the public or to
the competitors of the Companies other than by a breach of this Agreement. On or
before the Date of Termination the Chief Technology Officer shall return any and
all items of property belonging to the Corporation and he:
a) shall not remove any of the Corporation's files, information, computer
data, customer lists, market or sales records;
b) shall not divulge to anyone information obtained in regard to the
methods of doing business information as to costs, prices, profits,
markets, sales, information as to customers or affairs of the
Corporation or its Affiliates;
c) shall not call upon to serve or endeavor to serve any of the customers
and/or patronage of the Corporation with any products or services in
competition with the Corporation or its Affiliates for the duration of
his non-competition obligations set forth herein;
d) shall not directly or indirectly solicit, take away or endeavor to
take away any of the customers and/or patronage of the Corporation or
its Affiliates for the duration of his non-competition obligations set
forth herein; and
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e) shall not directly or indirectly solicit, take away, hire, employ or
endeavor to employ any of the employees of the Corporation or its
Affiliates for the duration of his non-competition obligations set
forth herein.
NON-COMPETITION AFTER TERMINATION
6.3 The Chief Technology Officer agrees that he will not either directly or
indirectly as principal, agent, owner, partner, shareholder, director, officer
or otherwise, own, operate, be engaged in the operation of or have any financial
interest in any business operation whether a proprietorship, partnership, joint
venture or private company, or otherwise carrying on or engaged in any business
competing with the Companies (including the Corporation) during the
Non-Competition Period unless such activity is consented to in writing by the
Chief Executive Officer of Security Biometrics Inc.; provided, an activity shall
not be deemed competitive for purposes of this paragraph if the Companies were
not engaged or actively preparing to be engaged in the subject line of business
during the Chief Technical Officer's employment, or if the Companies' subject
line of business was conducted by a separate division, subsidiary or affiliate
and the Chief Technical Officer had no involvement with or Confidential
Information regarding such subject line of business. The restrictions in this
paragraph 6.3 shall not preclude the Chief Technical Officer from holding as a
passive investor no more than five percent of the stock of a publicly traded
company.
ACKNOWLEDGMENT
6.4 The Chief Technology Officer and the Corporation acknowledge and agree
that the time period comprising the Non-Competition Period is reasonable and
fair to the Chief Technology Officer.
PROPRIETARY RIGHTS
6.5 Notwithstanding anything to the contrary contained in this Agreement, it
is expressly acknowledged and understood by the Chief Technology Officer that
all of the Chief Technology Officer Duties performed by the Chief Technology
Officer or work product generated by the Chief Technology Officer during the
Term shall vest in the Corporation absolutely and the Chief Technology Officer
shall have no proprietary rights of any nature and kind in and to same.
ARTICLE 7
GENERAL
TIME
7.1 Time shall be of the essence of this Agreement.
ENTIRE AGREEMENT
7.2 This Agreement constitutes the entire agreement between the parties hereto
relating to the employment of the Chief Technology Officer by the Corporation to
perform the Chief Technology Officer Duties. There are not and shall not be any
verbal statements or representations, warranties, undertakings or agreements
among the parties and this Agreement
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may not be amended or modified in any respect except by written instrument
signed by the parties hereto.
RESIGNATIONS
7.3 The Chief Technology Officer agrees that after termination of this
Agreement and his employment with the Corporation he will tender his resignation
from any position he may hold with the Corporation.
AMENDMENTS/MODIFICATIONS
7.4 No amendment or modification of this Agreement shall be binding unless in
writing, signed by each of the parties hereto. No waiver by either party hereto
of any breach of any of the provisions of this Agreement shall take effect or be
binding upon the party unless in writing and signed by such party. Unless
otherwise provided therein, such waiver shall not limit or affect the rights of
such party with respect to any other breach.
FURTHER DOCUMENTS
7.5 The parties hereto agree to execute and deliver such further and other
documents and perform and cause to be performed such further and other acts and
things as may be necessary or desirable in order to give full effect to this
agreement and every part thereof.
SEVERABILITY
7.6 If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby.
PERSONAL SERVICES
7.7 This Agreement is a personal services agreement and may not be assigned by
any party.
CONTINUATION
7.8 For greater certainty it is agreed that a Date of Termination shall not
relieve the parties to this Agreement from complying with their respective
obligation as set out in this Agreement.
SUCCESSORS AND ASSIGNS
7.9 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, legal personal representatives,
successors and permitted assigns.
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NOTICES
7.10 Any notice, direction or other instrument required or permitted to be
given to the Corporation or Chief Technology Officer hereunder shall be in
writing and may be given by mailing the same postage prepaid or delivering or
telecopying the same addressed to the Chief Technology Officer or the
Corporation at the addresses hereinafter set forth.
(a) AS TO THE CHIEF TECHNOLOGY OFFICER:
0000 Xxxxxx Xxxx XX
Xxxxxxxxxx Xxxxxx, XX 00000
Fax: --
(b) AS TO THE CORPORATION:
Xxxxx 0000, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, Xxxxxx, X0X 0X0
Fax: 000-000-0000
If any notice, direction or other instrument is given by telecopier, then, such
notice, direction or other instrument shall be deemed to have been given or made
on the day of sending the telecopy if sent during the recipient's normal
business hours on a business day or otherwise on the next business day. If there
is a disruption in postal service, then, any notice to be given in accordance
with this Agreement shall be delivered or sent by telecopier and shall not be
mailed. Notwithstanding anything to the contrary contained in this Agreement or
this paragraph 7.10, any Termination Notice given by the Chief Technology
Officer or Corporation (as the case may be) pursuant to this Agreement, shall be
delivered and shall not be mailed or sent by postage pre-paid or sent by
telecopier. The Chief Technology Officer or Corporation may change his or their
address for service from time to time by notice given in accordance with this
paragraph 7.10.
COUNTERPARTS/FACSIMILE EXECUTION
7.11 This Agreement may be executed in one or more counterparts and/or by
facsimile and, when so executed shall form one Agreement and shall be as valid
and binding on all parties hereto as any other counterpart.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
SECURITY BIOMETRICS, INC.
Per:
________________________________
Authorized Signatory
Signed, Sealed and Delivered by XXXXXX )
XXXXXXX in the presence of: )
)
)
___________________________________ )
Name )
) [Xxxxxx Xxxxxxx signature]
___________________________________ ) ___________________________________
Address: ) XXXXXX XXXXXXX
)
___________________________________ )
)
)
___________________________________ )
Occupation )
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APPENDIX A
CHIEF TECHNOLOGY OFFICER DUTIES
During the Term the Chief Technology Officer shall be President of the
Corporation with the following duties/responsibilities:
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APPENDIX B
Gross Salary
1. During the Term the annual Gross Salary to be paid by the Corporation to
the Chief Technology Officer shall be a minimum of One Hundred Fifty
Thousand Dollars ($150,000.00) (US) subject to such withholdings and
deductions as may be required under applicable law which Gross Salary shall
be paid bi-weekly, or at such other times as the parties may agree upon.
The salary shall be reviewed annually and increased as the Corporation
deems appropriate, which increased amount shall then be the Gross Salary.
Executive Bonus
2. During the Term the Corporation shall pay to the Chief Technology Officer a
bonus ("Executive Bonus") calculated as follows:
a) One percent of net sales revenue (gross sales revenue less returns
and allowances) generated from New Products introduced within the
prior twelve months ("New Product Bonus"). New Products shall include
all products the Corporation is not presently selling which are
developed by or under the general direction of the Chief Technical
Officer during the term of this Agreement, including without
limitation products developed by Data Desk prior to its acquisition by
the Corporation; new versions of existing products with material
enhancements are included as New Products. A New Product shall be
deemed to have been introduced on the date of delivery of the final
market-ready product to a customer in the ordinary course of business,
unless the product is withdrawn for technical, marketing, or other
reasons and subsequently re-introduced, in which case the later date
shall be the date of introduction.
b) The Chief Technical Officer shall receive a Minimum Annual Bonus of
$50,000 regardless of New Product net revenue, with the Minimum Annual
Bonus to be applied toward any New Product Bonus earned during the
applicable year.
c) The New Product Bonus (or if applicable the Minimum Annual Bonus)
shall be calculated on a fiscal year basis and shall be paid within
thirty (30) days following the close of the applicable fiscal year.
d) In the year of termination or expiration of this Agreement or any
renewal of this Agreement, the New Product Bonus shall be calculated
on net sales through the last day the Chief Technical Officer was
employed, and the Minimum Annual Bonus shall be calculated pro rata
for the portion of the year in which the Chief Technical Officer was
employed, with the Chief Technical Officer to receive the greater of
the two calculated amounts. The bonus shall be paid within thirty days
of the date employment terminates.
Car Allowance
3. During the Term the Corporation shall pay to the Chief Technology Officer a
car allowance of $750.00 per month.
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