EMPLOYMENT AGREEMENT
DATED effective the 1st day of October 2001.
BETWEEN:
Globaltex Industries Inc., a body corporate duly incorporated under the laws
of the Province of British Columbia, and having its Registered Office at 0000
Xxxxx Xxxxxx, 0000 Xxxx Xxxxxxx Street, in the City of Vancouver, in the
Province of British Columbia,
(hereinafter referred to as the "Employer")
OF THE FIRST PART
AND:
Xxxx Xxxxxx, 997 Forest Hills Dr. of in the District of North Vancouver, in the
Province of British Columbia,
(hereinafter referred to as the "Employee")
OF THE SECOND PART
WHEREAS:
A. The Employer is involved in the business of acquiring, exploring and
developing mineral resource properties;
B. The Employee has expertise and experience in the business carried on by the
Employer, and is a Director and Officer of the Employer;
C. The Employer wishes to acquire the services of the Employee and the
Employee is agreeable to serve the Employer upon the terms of this Agreement;
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the premises
and the mutual covenants and agreements hereinafter set forth, IT IS AGREED as
follows:
1. The Employer hires and engages the Employee as its President or such other
executive capacity, and in such capacity shall provide corporate administration
and geological services to the Employer, such duties and responsibilities to
include provision of strategic corporate and financial planning, management of
the overall business operations of the Employer, geological services and
supervising operations personnel, office staff and exploration and mining
consultants, and the Employee shall serve the Employer (and/or such subsidiary
or subsidiaries of the company as the Employer may from time to time require)
in such capacity or capacities as may from time to time be determined by
resolution of the Board of Directors of the Employer.
2. During the term of this Agreement, the Employee shall diligently and
faithfully devote the time, effort and ability to the Employer's affairs and
business necessary to perform his duties under this Agreement.
3. The Employee's duties and responsibilities shall be as set out in Paragraph
1 hereof. The Employee shall conduct the operations of the Employer in an
efficient, trustworthy and businesslike manner to the advantage and benefit of
the Employer.
4. Except as provided in Paragraph 5, during the term of his employment the
Employee shall not, without prior written consent not to be unreasonably
withheld, directly or indirectly engage in any business activity or enterprise
competitive with the Employer.
5. The Employer is aware that the Employee has now, may acquire and will
continue to have financial interests in other companies and properties and the
Employer recognizes that these companies and properties will require from time
to time certain attention by the Employee during regular working hours. The
Employer agrees that the Employee may continue to devote time to such outside
interests, provided that such interests do not conflict with, within reason,
the time required for the Employee to perform his duties under this Agreement.
6. The Employee shall not, either before or after the termination of this
Agreement, disclose to any person, nor make use of himself, any information or
trade secrets relating to the Employer, its business, policies, methods,
scientific data or information which he shall have acquired in any manner. The
Employee agrees that disclosure by him of such information or trade secrets may
result in irreparable injury and damage to the Employer, which will not be
adequately compensable in money damages, that the Employer will have no
adequate remedy at law therefor, and that the Employer shall have the right,
and may, without objection from the Employee, obtain such preliminary,
temporary or permanent mandatory or restraining injunctions, orders or decrees
as may be necessary to protect the Employer against, or on account of any
breach by the Employee of the provisions of this paragraph. Nothing herein
shall be construed as preventing the Employer from pursuing any other remedies
available to it for such breach or threatened breach, including the recovery of
damages from the Employee.
7. The Employee shall be entitled, by way of remuneration for his services, to
an annual salary of ninety thousand dollars ($90,000) payable twice monthly at
the rate of three thousand seven hundred and fifty dollars ($3,750.00) per
period. The first eight month's of salary of sixty thousand dollars ($60,000)
shall be deposited by the Employer into an escrow account. Upon the expiration
of one year following the date of this Agreement and each year thereafter that
the Agreement should remain in force, the Board of Directors shall review the
Employee's salary with a view to increase, giving consideration to the
financial position of the Employer and the scope of its activities and
activities of its subsidiary companies.
8. In addition to the annual salary additional remuneration of up to thirty
thousand dollars ($30,000) shall be payable at the discretion of the Executive
Committee of Globaltex. Twelve months after the effective date of this
contract the Employer shall pay up to thirty thousand dollars ($30,000) or some
portion thereof, payable within fifteen (15) days, after giving consideration
by the Executive Committee of Gloablatex as to the overall performance of the
Employee, and the following factors:
1) improving Globaltex's situation as to establishing a profitable coal mining
operation at Willow Creek,
2) effectively representing Globaltex on the Willow Creek management committee,
3) advancing transportation contracts to support effective coal mining
operations,
4) entering into contracts to sell coal,
5) efficient operations of Globaltex's Vancouver office, including having
reasonable general and administrative costs relative to Globaltex's activities,
6) meeting Globaltex's regulatory requirements as a public company,
7) developing a business plan acceptable to Globaltex's Board of Directors.
9. The Employee shall be entitled to reimbursement for all travel expenses and
other reasonable expenditures made by him in connection with the conduct of the
Employer's business by him, upon presentation of the appropriate receipts or
vouchers to the Board of Directors of the Employer. The expenses incurred by
the Employee in travelling between his home and the place of business of the
Employer, shall be borne solely by the Employee, unless such travel is at the
express request of the Board of Directors of the Employer.
10. The Employee will be eligible to participate, in accordance with existing
or future policies or procedures of the Employer in fringe benefit programs,
including vacations of three weeks annually, bonuses, sick leave, medical
insurance, life insurance and automobile. In lieu of any benefits plans for
medical or dental insurance at the effective date of this contract Globaltex
shall pay two hundred and fifty dollars ($250) per month until such time as a
benefit programs may be established.
11. The Employee shall be allocated an option to purchase three hundred
thousand (300,000) shares at a price and terms as permissible under the
Canadian Venture Exchange and British Columbia Securities Commission
regulations. After one year, should the Employee continue to be employed by
Globaltex, the Board of Directors shall consider, taking into consideration
options to purchase shares granted to other directors and officers, if further
options to purchase shares are appropriate.
12. In the event that there is a Change of Control (as defined below) of the
Company and the Employee is terminated, demoted, or otherwise constructively
dismissed, then an amount equal to one hundred and five thousand dollars
($105,000) shall be paid to the Employee under this Agreement shall become due
and payable to the Employee within thirty (30) days of the Change of Control,
together with interest at the rate of Twelve Percent (12%) per annum if the
amount is not paid within thirty (30) days from the date of thirty (30) days
after such termination, dismissal or removal, until actual payment, and except
for this paragraph and paragraph 9, this Agreement shall be considered
terminated and of no further force or effect. For the purposes of this
paragraph "Change of Control" means:
(a) the transfer to or acquisition of at least Twenty Five Percent (25%) of
the total issued and outstanding common voting securities of the Company from
time to time, by one person or a group of persons acting in concert, other than
Xxxx Xxxxx and Xxxxxx X. X'Xxxxx either through one transaction or a series of
transactions over time after the date hereof, and whether through the
acquisition of previously issued voting securities, voting securities that have
not been previously issued, or any combination thereof, or any transaction
having a similar effect;
(b) Twenty-Five Percent (25%) or more of the issued and outstanding voting
securities of the Company become subject to a voting trust except any trusts
administered or controlled by Xxxx Xxxxx;
(c) the Company amalgamates, consolidates or otherwise merges with any other
body corporate or bodies corporate, other than a wholly owned subsidiary;
(d) the Company decides to sell, lease, or otherwise dispose of all or
substantially all of its assets and undertaking, whether in one or more
transactions; or
(e) the Company enters into a transaction or arrangement which would have the
same or similar effect as the transactions referred to in sub-paragraphs (c) or
(d) above.
13. If the Employee shall become disabled or incapacitated to such an extent
that he is unable to perform his regular duties, he shall be entitled to
receive, during such disability or incapacitation, his full salary from the
date thereof, payable monthly for two (2) months. The employment provisions of
this Agreement may be terminated without notice at the option of the Employer
should the Employee be unable, because of disability or incapacitation, to
perform his duties hereunder for a period or periods aggregating more than two
(2) months during any consecutive twelve months. Such termination shall not
affect any payments which are due the Employee under the first sentence of this
paragraph up to the date of termination, or any other provisions of this
Agreement.
14. The Employer may discharge the Employee at any time without prior notice
for cause. For the purposes of this Agreement, the following shall be
considered cause to discharge the Employee's employment forthwith:
(a) any material breach of the provisions of this Agreement;
(b) any substantiated act involving theft or dishonesty against the Employer
for the Employee's personal benefit;
(c) willful and repeated failure by the Employee to perform his duties or
willful misconduct in performing those duties; or
(d) any other reason which at common law would constitute cause.
15. The Employer may terminate this Agreement and the Employee's employment
thereunder without cause upon thirty (30) days notice of termination, or upon
payment in lieu consisting of continuation of or a lump sum payment equivalent
to the Employee's salary over the notice period, or any combination of notice
or payment. After notice of termination, the Employer may at its option,
discontinue all or any portion of the Employee's duties. After the effective
date of such discharge, the Employer shall not be obligated any further
hereunder. Such discharge shall not relieve the Employee of his obligations
under Paragraph 6 nor prejudice any rights of the Employer hereunder. This
paragraph is not applicable to termination of employment due to death,
disability or incapacity.
16. The services to be performed by the Employee pursuant hereto are personal
in character, and neither this Agreement or any rights or benefits arising
thereunder are assignable by the Employee without the previous written consent
of the Employer.
17. If any provision, word or clause of this Agreement shall be held to be
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions which shall be fully severable, and this
Agreement shall be construed and enforced without regard to such illegal or
invalid provision. This Agreement contains the entire agreement of the Parties
hereto and can be modified only by an Agreement in writing and hereby
supersedes any other oral or written agreements of the Parties.
18. Any notice required or permitted to be given under this Agreement shall be
delivered personally or by registered mail to the aforesaid addresses of the
Parties, and notice shall be deemed given, if mailed, on the second business
day following such mailing, and if personally delivered, on the date of service
19. IN WITNESS WHEREOF the Parties hereto have caused these presents to be
executed as and from the day and year first above written.
THE COMMON SEAL of Globaltex
Industries Inc. was hereto affixed in the
presence of:
Xxxxxx Xxxxxxxx
" Xxxxxx Xxxxxxxx "
SIGNED by
"Xxxx Xxxxxx" in the
presence of:
"Xxxxxx Xxxxxxxx"
Signature
1009 Expo Blod
Address
Vancouver
Chairman
Occupation
