THIS AGREEMENT is effective as of the 1st day of April 2003
THIS AGREEMENT is effective as of the 1st day of April 2003
BETWEEN:
WESTSPHERE FINANCIAL GROUP LTD.
a body corporate under the laws of the Province of Alberta
(hereinafter referred to as "Westsphere Financial")
OF THE FIRST PART
and
MAC DONALD & ASSOCIATES GAMING SPECIALISTS INC.,
a body corporate under the laws of the Province of Alberta
(hereinafter referred to as "Mac Donald & Associates")
OF THE SECOND PART
and
XXXXXXX X. XXX XXXXXX,
a businessman residing in St. Albert, Alberta
(hereinafter referred to as "Mac Donald")
OF THE THIRD PART
WHEREAS:
A. Westsphere Financial conducts its business operations supplying "financial services and packages" such as lease funding, equity based secured loans and venture capital to its wholly owned or other related business operations.
X. Xxx Xxxxxx & Associates were originally brought together to service the specialty business field associated with the Gaming (licensed and regulated gambling) Industry in Canada and throughout North America. Mac Donald & Associates business has evolved to incorporate the corporate management and governance field.
X. Xxx Xxxxxx & Associates is an association of independent management and consulting specialists, who specialize in the field of forensic evaluation, due diligence investigations, corporate audit investigations and corporate re-structuring and where Mac Donald & Associates is engaged in the business of supplying consulting, management, promotional and development services for several Corporations ("Clients") whereby it provides administrative and operational support to its clients and/or their wholly owned subsidiaries and joint venture business operations.
X. Xxx Xxxxxx & Associates has retained the services of Xxxxxxx Xxxxxx Xxx Xxxxxx in order to assist Mac Donald & Associates in meeting its' responsibilities to Westsphere Financial pursuant to the terms of this agreement . Westsphere Financial wishes to retain Mac Donald & Associates to supply the services of Xxxxxxx Xxxxxx Xxx Xxxxxx to act as the Chief Executive Officer and President of Westsphere Financial in order to initiate, direct, organize, co-ordinate, promote, oversee and manage the administration and day to day business operations of Westsphere Financial
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Westsphere Financial Group Ltd. - Mac Donald & Associates Gaming Specialists, Inc.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto covenant and agree each with the other as follows:
ARTICLE 1
TERM
1.1 The term of this agreement shall be for a two (2) year period commencing on the first day of April, 2003 and ending on the thirty-first day of March, 2005.
1.2 Provided Westsphere Financial is not in default under this agreement, the agreement will automatically renew for a further one (1) year term, and will successively renew for further one (1) year terms, unless or until Westsphere Financial or Mac Donald & Associates shall, at least sixty (60) days prior to the last day of the then current term, deliver written notice to the other party of non-renewal, in which case this agreement shall terminate on the last day of the then current term.
1.3 Mac Donald & Associates and Mac Donald agree to the cancellation of all other agreements previously entered into between Westsphere Financial and Mac Donald & Associates and Mac Donald with the understanding and commitment that notwithstanding when notice is delivered of non renewal or termination of this agreement between the first two parties, Westsphere Financial agrees that Mac Donald & Associates and Mac Donald shall receive from Westsphere Financial a minimum of nine (9) months severance package. The severance package is to include;
i) continued full payment of contracted monthly payments including salaries, bonuses due for the period, and other enumeration for services rendered by Mac Donald & Associates or Mac Donald to Westsphere Financial as set out in this agreement,
ii) continued full payment for contracted expense allowance as covered in this agreement,
iii) the option of a buy out of any supplied equipment utilized personally by Mac Donald including but not limited to any personal p.c. computer systems, vehicles, or any other personal use items or equipment, at full depreciated value supplied by Westsphere Financial,
iv) full medical, life insurance, dental and health benefits existing at the time of non-renewal or termination which will continue fully paid by Westsphere Financial for a minimum of twelve (12) months from the termination date of this Agreement.
ARTICLE 2
RESPONSIBILITIES OF MAC DONALD & ASSOCIATES AND MAC DONALD
2.1 Mac Donald & Associates will supply the services of Xxxxxxx Xxxxxx Xxx Xxxxxx to act as the Chief Executive Officer and President of Westsphere Financial whose duties will be to initiate, direct, organize, co-ordinate, promote, oversee and manage the administration and day to day business responsibilities of Westsphere Financial pursuant to the terms of this agreement.
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Westsphere Financial Group Ltd. - Mac Donald & Associates Gaming Specialists, Inc.
2.2 With the written approval of the Board of Directors of Westsphere Financial Mac Donald & Associates can supply a suitable and agreed upon replacement for Mac Donald to fill the role of the Chief Executive Officer and President if for some reason Mac Donald cannot continue in the role of Chief Executive Officer and/or President.
2.3 Mac Donald will direct and be responsible for the due diligence, organization, and promotion, of Westsphere Financial, and will be responsible to initiate, direct, organize, co-ordinate, promote, oversee and manage the administration and day to day business operations of Westsphere Financial and in doing so carry out the responsibilities of Mac Donald & Associates and Mac Donald, pursuant to the terms and conditions of this Agreement.
2.4 Mac Donald shall provide the following services for the benefit of Westsphere Financial, at the direction of the Board of Directors of Westsphere Financial;
(a) to co-ordinate and assist in negotiations of contracts pertaining to the purchase and distribution of certain products, equipment, services, properties, and businesses required for the development of all aspects of the business of Westsphere Financial, its wholly owned subsidiaries and joint venture business operations,
(b) provide liaison with the agents of the owners of property and businesses of interest to Westsphere Financial, its wholly owned subsidiaries and joint venture business operations or their auditors, accountants and lawyers,
(c) co-ordinate, oversee and manage the administration responsibilities of Westsphere Financial,
(d) negotiation and concluding acquisitions on behalf of Westsphere Financial and/or subsidiaries or joint venture operations in which Westsphere Financial is a party,
(e) ensure the reporting responsibilities and deadlines pertaining to all United States Securities and Exchange Commission filings are met and maintained in order to ensure that Westsphere Asset Corporation, Inc's (Westsphere Financial's sole shareholder) are listed for trading on the OTC BB under the symbol: WSHA.,
(f) any other related services which is requested by the Board of Directors of Westsphere Financial
2.5 Mac Donald & Associates and Mac Donald agree that they shall, during the continuance of this agreement provide their service to the business of Westsphere Financial and/or subsidiaries or joint venture operations in which Westsphere Financial is a party and in the best interest of Westsphere Financial.
2.6 It is acknowledged, agreed and understood by Westsphere Financial, Mac Donald &
Associates and Mac Donald supply similar management and consulting services to other related and non-related Corporations. Westsphere Financial is aware that Mac Donald & Associates and Mac Donald now, and will continue to, provide management service to other companies and Westsphere Financial recognizes that these companies will require a certain portion of the time of Mac Donald & Associates and Mac Donald.
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Westsphere Financial Group Ltd. - Mac Donald & Associates Gaming Specialists, Inc.
Westsphere Financial agrees that Mac Donald & Associates may continue to provide such services to outside interests, provided that such interests do not conflict with their duties under this agreement.
2.7 Mac Donald & Associates and Mac Donald shall not, and shall insure that it does not, except as authorized or required hereunder, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of Westsphere Financial or of their subsidiaries which may come to the knowledge of Mac Donald & Associates and Mac Donald during the term of this agreement and shall keep in complete secrecy all confidential information entrusted to them and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the business of Westsphere Financial, or may be likely so to do. This restriction shall cease to apply to information or knowledge which may come into the public domain through no fault of Mac Donald & Associates.
ARTICLE 3
COMPENSATION
3.1 As compensation for the services rendered and provided by Mac Donald & Associates and Mac Donald to Westsphere Financial pursuant to this Agreement during the Term, Westsphere Financial shall pay to M&A Gaming, the sum of thirty-nine ($39,000.00) thousand dollars per year plus applicable GST, payable in 12 equally monthly installments of three thousand two hundred and fifty ($3,250.00) dollars per month plus applicable GST commencing on the date of this agreement.
3.2 Incorporated with and in addition to the compensation outlined in the aforementioned Article 3.1 is an Executive Compensation/Bonus Plan which will be set out as an appendix to this agreement and will be attached to and form a part of this agreement, commencing on April 1, 2002 and continuing during the effective dates of this agreement.
3.3 Incorporated with and in addition to the compensation outlined in the aforementioned Article 3.1 and Article 3.2 and appendix #1 is a pre authorized expense allowance to reimburse M&A, for all expenses incurred, by Mac Donald & Associates and Mac Donald on behalf of Westsphere Financial during the effective dates of this agreement.
3.4 Commencing April 1, 2002, any charges incurred from purchases made through the use of any Westsphere Financial or Westsphere Financial subsidiary issued credit cards supplied to Mac Donald & Associates and/or Mac Donald will be credited as payment of compensation directly to Mac Donald & Associates as payment received by M&A Gaming. Copies of credit card statements outlining the transactions totaling the amount debited from the next monthly installment will be forwarded to Mac Donald & Associates upon receipt.
3.5 Incorporated with and in addition to expenses outlined in the aforementioned Article 3.3 and Article 3.4 Westsphere shall pay to M&A Gaming and Mac Donald one hundred and fifty ($150.00) dollars monthly for office accommodation supplied by M&A Gaming located at 00 Xxxxxxxx Xxxxx, Xx. Xxxxxx, Xxxxxxx.
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Westsphere Financial Group Ltd. - Mac Donald & Associates Gaming Specialists, Inc.
3.6 Incorporated with and in addition to expenses outlined in the aforementioned Article 3.3 Westsphere shall be responsible to reimburse M&A Gaming and Mac Donald for monthly communication costs related to telephone, facsimile and internet services supplied to Westsphere at the St. Albert, Alberta office of Mac Donald Gaming located at 00 Xxxxxxxx Xxxxx, Xx. Xxxxxx, Xxxxxxx and more specifically related to but not exclusive to telephone number (000) 000-0000 @ $135.00 per month and facsimile number (000) 000-0000 @ $45.00 per month and Xxxx Cable @ $95.00 per month.
3.7 Incorporated with and in addition to expenses outlined in the aforementioned Article 3.3 and Article 3.4 Westsphere shall be responsible to reimburse Mac Donald a vehicle allowance to consist of;
- a flat rate payment of $0.45 per kilometer
(Westsphere Financial understands and agrees that upon review of the aforementioned travel allowance increase adjustments can be made to the travel totals after producing such supporting and accepted business travel logs required to confirm and validate the adjustment.)
(Mac Donald and M&A Gaming agree that in the case that fuel purchases are paid by either Westsphere Financial or any of its subsidiaries or joint venture business operations the flat rate payment shall be reduced by the amount of the fuel purchases supported by such receipts documenting the payment of the fuel purchase by either Westsphere Financial or any of its subsidiaries or joint venture business operations. Mac Donald will have the option at his sole discretion of repayment of gas purchased on his behalf to Westsphere or reducing the flat rate km. claim.)
3.8 Commencing April 1, 2003, a full medical, dental and health benefits program will be supplied to Mac Donald for full participation of all of Mac Donald immediate family members residing at the family residence of 00 Xxxxxxxx Xxxxx, Xx. Xxxxxx, Xxxxxxx. Premiums pertaining to Mac Donald's participation in the benefits program will continue fully paid by Westsphere Financial until the original termination date of this Agreement or period of severance package term whichever is greater. Benefits related payment will be made in addition to the compensation payments as set out in articles 3.1 and 3.2.
3.9 Westsphere Financial will supply Calgary based living accommodation to be utilized by Mac Donald while working within the Calgary area. Accommodation must be mutually acceptable by all parties to this agreement. Any dispute over accommodation shall result in Mac Donald being afforded commercial hotel accommodation of his choice while attending in Calgary in executing the duties and responsibilities of M&A Gaming and Mac Donald according to the terms and conditions of this Agreement.
ARTICLE 4
GOVERNING LAW
4.1 The laws of the Province of Alberta, shall govern this Agreement and all matters arising thereunder.
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Westsphere Financial Group Ltd. - Mac Donald & Associates Gaming Specialists, Inc.
ARTICLE 5
ASSIGNMENT
5.1 This agreement may be assigned by either party only with the written consent of the other party hereto.
ARTICLE 6
ENUREMENT
6.1 The provisions of this Agreement shall enure to the benefit of and are binding upon the parties hereto together with their respective personal representatives, successors and assigns.
ARTICLE 7
SIGNING BY COUNTERPART
7.1 This Agreement may be signed by the parties hereto in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute on and the same instrument and notwithstanding the date of the execution will be deemed to bear the date as set forth above.
IN WITNESS WHEROF the parties hereto have duly executed this agreement to take effect as of the 1st day of March, AD 2003. Upon the execution of this document, this agreement shall replace and cancel all other agreements between the parties.
/s/ Dr. L. R Queen
Xx. X. X. Xxxxx, Director and member of
Westsphere Financial Asset Corporation, Inc. Compensation Committee
/s/ M. B. Xxxxxxxx
M. B. Xxxxxxxx, Director and member of
Westsphere Financial Asset Corporation, Inc. Compensation Committee
|
Accepted by: |
|
|
/s/ Xxxxxxx X. Mac Xxxxxx |
/s/ Xxxxxxx X. Mac Xxxxxx |
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Westsphere Financial Capital Corporation. - Mac Donald & Associates Gaming Specialists, Inc
APPENDIX #1
EXECUTIVE COMPENSATION/BONUS PLAN
Westsphere Financial Asset Corporation, Inc. - Mac Donald & Associates Gaming Specialists Inc.
Westsphere Financial has initiated an Compensation and Bonus Plan (the "Plan") for participation by Xxxxxxx X. Xxx Xxxxxx, to which forms a part of this agreement
Xxxxxxx X. Xxx Xxxxxx, Chief Executive Officer
Awards under the Plan will be issued on a quarterly basis based on a formula as set out in the Compensation and Bonus Plan. Westsphere Financial shall pay to Xxxxxxx Xxx Xxxxxx for his duties as a the Chief Executive Officer of Westsphere Financial Capital Corporation in a manner set out below:
/s/ Xx. X. X. Xxxxx
Authorized signatory,
Xx. X. X. Xxxxx, Director, and member of
Westsphere Financial Asset Corporation, Inc. Compensation Committee
/s/ M. Xxxxx Xxxxxxxx
Authorized signatory,
M. Xxxxx Xxxxxxxx, Director, and member of
Westsphere Financial Asset Corporation, Inc. Compensation Committee
