THIS AGREEMENT (the “Agreement”) is entered into at the City of Montreal, Province of Quebec, this 16th day of March, 2006:
Exhibit
4.15
THIS
AGREEMENT
(the
“Agreement”) is entered into at the City of Montreal, Province of Quebec, this
16th day of March, 2006:
BY AND BETWEEN: |
DYNASTY
GAMING INC.,
a
corporation duly constituted under the laws of Canada, herein acting
and
represented by Xxxxx Xxxx and Xxxxx Xxxxxxx, duly authorized as they
so
declare,
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(the “Company”) | ||
AND: |
XXXXXX
XXXXXXXX,
a
resident of Beaconsfield, Province of Quebec,
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(“Barbusci”) |
WHEREAS
the
Company is a holding company holding shares of subsidiaries that are primarily
engaged in the business of developing, marketing and licensing internet-based
gaming software;
WHEREAS
Barbusci
has served as President and Chief Executive Officer (“CEO”)
of the
Company for many years;
WHEREAS
the
Company desires that Barbusci continue to serve as CEO and President and
Barbusci is prepared to continue to hold such office on the terms and conditions
herein set forth.
NOW,
THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL COVENANTS AND
AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES HERETO, INTENDING LEGALLY TO
BE
BOUND, HEREBY AGREE AS FOLLOWS:
1.
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The
Company hereby confirms the appointment of Barbusci as President
and Chief
Executive Officer of the Company and Barbusci hereby accepts such
positions upon the terms and conditions set forth in this
Agreement.
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2.
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Barbusci
shall receive the following options to acquire common shares of the
Company, which the Company represents to be granted in accordance
with the
Company's stock option plan:
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2.1
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500,000
options to be issued upon the execution of a definitive agreement
for an
Asia-based joint venture with the Ho family (or its nominee);
and
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2.2
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500,000
options to be issued upon the launch by the Company or its affiliates,
directly or indirectly, alone or with others, of Chinese prepaid
Mahjong
cards or Mahjong being introduced in the Chinese Province owned lotteries;
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it
being
agreed and understood that all of the foregoing options shall:
2.3
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be
subject to and governed by the terms of the Company's stock option
plan
(the “Plan”)
and any applicable laws and
regulations.
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3.
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While
he is an officer of the Company, Barbusci shall be entitled to full
participation in the Company's group health and dental insurance
plan
(which plan currently provides for premiums to be paid 50 % by the
Company
and 50 % by the participant) and in any other benefit plan available
to
senior officers of the Company.
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4.
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While
he is an officer of the Company, the Company shall reimburse Barbusci
in
full for all reasonable and necessary business and travel expenses
incurred by him at the request of the Company in connection with
the
performance of his office upon presentation of written vouchers or
expense
statements.
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5.
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Barbusci
hereby acknowledges that he will have access to confidential information
of the Company and its subsidiaries, including plans for future
developments and information concerning costs, customers, potential
customers, pricing and other business affairs of the Company and
its
subsidiaries and other information not available to the public or
in the
public domain (the “Confidential
Information”).
Barbusci covenants and agrees that he will keep secret all Confidential
Information and will not, directly or indirectly, disclose or disseminate
to anyone or make use of, for any purpose other than on behalf and
for the
purposes of the Company, any Confidential Information. Notwithstanding
the
foregoing, the obligations of confidentiality and non-disclosure
herein
shall not apply to information
that:
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5.1
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at
the time of disclosure or thereafter becomes a part of the public
domain
through no fault of Barbusci;
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5.2
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is
at the time of disclosure already in the possession of or becomes
lawfully
available the recipient on a non-confidential basis from a third
party
entitled to make such disclosures;
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5.3
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is
required to be disclosed in virtue of any law, regulation, policy
or order
by any competent authority provided that Barbusci has given the Company
five (5) days prior notice of such disclosure;
or
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5.4
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is
specifically released in writing by the Company from confidential
status.
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6. Subject
to the provisions hereof, the Company shall:
6.1
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indemnify
and save Barbusci harmless from any liability or injury to persons
or
damage to property by reason of any cause as a result of the performance
of this Agreement by Barbusci;
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6.2
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indemnify
and reimburse Barbusci upon demand for any money or property that
the
latter is required to pay out for any reason whatsoever, whether
the
payment is for operating expenses or any other charges or debts incurred
or assumed by Barbusci, or judgments, settlements or expenses in
defense
of any claim, civil or criminal action, proceeding, charge or prosecution
made, instituted or maintained against Barbusci or the Company jointly
and
severally affecting or as a result of the performance of this Agreement
by
Barbusci; and
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6.3
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defend
promptly and diligently, at the Company's expense, any claim, action
or
proceedings brought against Barbusci or the Company jointly and severally
arising out of or connected with any of the foregoing, and to save
harmless and fully indemnify Barbusci from any judgment loss or settlement
on account thereof regardless of the jurisdiction in which any such
claims, actions or proceedings may be
brought.
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7.
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The
Company shall subscribe for and maintain, at its expense, adequate
directors and officers liability insurance in order to cover any
possible
claims against Barbusci for which he may be entitled to be indemnified
pursuant to this Agreement.
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8.
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Notwithstanding
the foregoing, the Company shall not be liable to indemnify and save
Barbusci harmless from any such liability which results from acts
of
omission or commission committed by Barbusci outside the scope of
this
Agreement or the scope of his functions as officer of the Company
or the
gross negligence or willful misconduct of
Barbusci.
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9.
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This
Agreement contains the entire agreement of the parties hereto and
any and
all previous agreements, written or oral, between the parties hereto
or on
their behalf, relating to the engagement of Barbusci as CEO of the
Company, are hereby terminated and cancelled. Except as otherwise
provided
for herein, no amendment or variation of any of the provisions of
this
Agreement shall be valid unless made in writing and signed by each
of the
parties hereto.
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10.
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All
dollar amounts referred to in this Agreement are in Canadian
funds.
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11.
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The
provisions of this Agreement shall enure to the benefit of and be
binding
upon Barbusci and his heirs, executors and administrators, and upon
the
Company and its successors and assigns. This Agreement shall not
be
assigned by Barbusci.
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12.
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Headings
are included in this Agreement for convenience of reference only
and are
not intended to be full or accurate description of the contents
thereof.
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13.
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If
any provision or part of any provision of this Agreement, or the
application of any such provision or part of such provision to any
person
or circumstance, shall be held invalid, null, void, illegal or
unenforceable, the remainder of this Agreement, or the application
of such
provision to any person or circumstance other than those as to which
it is
held invalid, null, void, illegal or unenforceable shall not be affected
thereby.
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14.
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No
provision of this Agreement shall be deemed to be waived as a result
of
the failure of either of the parties to require the performance of
any
term or condition of this Agreement or by other course of
conduct.
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15.
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This
Agreement shall be governed by the laws of the Province of
Quebec.
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16.
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The
parties hereto have required that this Agreement and related documents
be
drafted in the English language. Les
parties aux présentes ont exigé que ce contrat et les documents y
afférents soient rédigés dans la langue
anglaise.
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IN
WITNESS WHEREOF
the
parties hereto have executed this Agreement at the place and as of the date
first hereinabove mentioned.
DYNASTY GAMING INC. | ||
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Per: | /s/ Xxxxx Xxxx | |
Xxxxx Xxxx |
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and per:
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/s/ Xxxxx
Xxxxxxx
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Xxxxx Xxxxxxx |
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COMPANY NAME CORPORATION | ||
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/s/ XXXXXX XXXXXXXX | ||
XXXXXX XXXXXXXX |
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