EXHIBIT 4.4
RETENTION AGREEMENT - X.X. XXXXXX
This Agreement dated for reference the 1st day of March, 2004
Between
XXXXX INDUSTRIES LTD.
("Xxxxx")
and
XXXX XXXXXX
("Xxxxxx")
WHEREAS
X. Xxxxx and its related companies are currently involved in a
restructuring pursuant to proceedings under the Companies' Creditors
Arrangement Act before the Supreme Court of British Columbia in
Vancouver Registry No. L023489 (the "Proceedings");
X. Xxxxxx is currently employed as Vice-President, Finance and Chief
Financial Officer of Xxxxx and Chief Financial Officer of Western
Forest Products Ltd.;
X. Xxxxxx wishes to resign from the position of Vice-President, Finance
and Chief Financial Officer of Xxxxx and tendered his resignation from
that position on or about February 11, 2004 (the "Resignation");
X. Xxxxx wishes to ensure that Xxxxxx remains in his current employment
until the restructuring of Xxxxx and its related companies is complete
and Xxxxx and its related companies have emerged from the Proceedings;
X. Xxxxx anticipates that its restructuring will be completed and it will
emerge from the Proceedings on or before June 30, 2004.
NOW THEREFORE in consideration of the mutual promises set out in this Agreement,
the parties agree as follows:
1. Xxxxxx undertakes and agrees to hold the Resignation in abeyance and
remain in his current employment until the earlier of the completion of
the restructuring of Xxxxx and its related companies and their
emergence from the Proceedings or June 30, 2004 (the "Retention
Period").
2. Xxxxxx further undertakes and agrees that, in addition to the ordinary
duties associated with his current employment, during the Retention
Period he will devote his careful attention and best efforts to the
completion of the restructuring of Xxxxx and its related companies.
3. At the expiry of the Retention Period, the parties understand and agree
that the Resignation will become effective, that Xxxxxx'x tenure as
Vice-President, Finance and Chief Financial Officer of Xxxxx shall end
and that Xxxxxx shall continue in employment in the role and position
of Chief Financial Officer of Western Forest Products Ltd. only.
4. In consideration of Xxxxxx'x undertakings and agreements as set out in
this Agreement, Xxxxx agrees to pay to Xxxxxx, in addition to his
ordinary wages and benefits, the sum of Sixty-five Thousand Dollars
($65,000.00) (the "Bonus Amount"), which sum shall be payable as
follows:
-2-
a) Thirty-five Thousand Dollars ($35,000.00) immediately upon
execution of this agreement; and
b) Three equal monthly payments of Ten Thousand Dollars
($10,000.00) commencing on March 1, 2004.
5. For greater certainty, Xxxxx agrees that, for purposes of the
calculation of Xxxxxx'x pension entitlements, the Bonus Amount shall be
included in his earnings for calendar 2004.
6. The parties agree that nothing in this Agreement shall denigrate or
detract from any other rights, obligations, benefits or duties in the
parties' relationship as employer and employee.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written:
SIGNED, SEALED AND DELIVERED by XXXX XXXXXX in the )
presence of: )
)
"X. Xxxxxxxx" ) "X.X. Xxxxxx"
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Witness ) XXXX XXXXXX
Xxxx Xxxxxxxx )
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Address )
Fasken Xxxxxxxxx XxXxxxxx LLP )
Barristers and Solicitors
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Suite 2100, 0000 Xxxxxxx Xxxxxx Xxxx )
Vancouver, British Columbia )
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Occupation )
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XXXXX INDUSTRIES LTD.
Per: "X.X. Xxxxx"
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Authorized Signatory
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