Exhibit 99.4
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 4th day of March, 2005 .
B E T W E E N :
Wireless Age Communications Inc., a
corporation incorporated pursuant to the laws of
the Nevada
hereinafter known as (the "Corporation")
OF THE FIRST PART
and
XXXXXXX XXXX XXXXXX
hereinafter known as (the "Employee")
OF THE SECOND PART
WHEREAS the Corporation desires to hire the Employee in the
employment capacity set out hereinafter;
AND WHEREAS the Employee agrees to accept such employment on the
terms and conditions hereinafter set forth;
NOW THEREFORE in consideration of the offer of employment, the
mutual covenants herein contained, and other good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged by both of the
parties hereto), the parties hereto agree as follows:
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1. EMPLOYMENT AND ACCEPTANCE OF DUTIES:
(a) During the Period of Active Employment, as defined in section 1(d)
hereunder, the Corporation shall employ the Employee and the
Employee shall serve the Corporation in the position of President .
The Employee shall discharge the duties and services appertaining to
such position as determined by the Corporation, as well as such
additional duties and services appropriate to such position as
described in Schedule A, and as may be altered and modified by the
Corporation from time to time. The Employee agrees that he shall,
during the period of his employment hereunder, well and faithfully
serve the Corporation and shall exercise the powers and authorities
and fulfil the duties conferred upon him honestly, diligently, in
good faith and in the best interests of the Corporation and its
customers.
(b) During the Period of Active Employment, the Employee shall devote
his full time, attention and ability to performing the services
prescribed pursuant to Section 1(a) hereof. The Employee understands
that the hours of work involved will vary and be irregular and are
those hours required to meet the responsibilities of the Employee as
provided herein.
(c) The Employee shall be nominated to serve as a member of the
Corporations' Board of Directors. The Employee shall also comply
with, and be subject to, the policies and procedures generally
applicable to the employees of the Corporation, in effect from time
to time.
(d) For the purposes of this Agreement, "Period of Active Employment"
shall mean the period beginning as of the date first set forth
above, and terminating on the date on which the first of the
following occurs:
(i) the termination of the Employee's Employment by the
Corporation pursuant to Sections 5 or 6 of this Agreement;
(ii) the termination of this Agreement by the Employee pursuant to
Section 7 hereof; ,
(iii) the death of the Employee; or
(iv) if the Employee becomes Totally Disabled, as defined herein,
during the Period of Active Employment, subject to the
requirements of the Ontario Human Rights Code. For the
purposes of this Agreement, the Employee shall be deemed
Employee Initials and Date: __________________
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to be Totally Disabled if he becomes physically or mentally
incapable of discharging all of his full-time duties hereunder
and is eligible to receive long-term disability payments under
any corporate disability insurance contract in effect at that
time.
(e) The Employee shall report directly to the Chief Executive Officer of
the Corporation, and shall have the responsibility and
accountability for the day to day operation of the Corporation. All
employees of the Corporation, and each of its subsidiaries shall
report to the Employee, save and except the Chief Financial Officer
of the Corporation and his staff.
(f) The parties agree that Schedules "A", "B" and "C", attached to this
Agreement form part of this Agreement. The Employee agrees that he
shall be bound by the terms and conditions contained therein.
2. REMUNERATION AND BENEFITS:
(a) In consideration of the Employee's undertaking and the performance
of the obligations contained hereunder, the Corporation shall pay
and grant to the Employee the following:
(i) a base salary of not less than $200,000.00 (CDN) (two hundred
thousand dollars) per annum, payable in equal bi-weekly
instalments and subject to applicable statutory deductions;
(ii) a short-term bonus incentive, payable within 30 days of the
issuance of the Corporation's audited financial statements,
(subject to all applicable deductions) of not less than fifty
percent (50%) of the Employee's annual base salary provided
the Employee meets the objectives as set out in Schedule B
attached hereto.;
(iii) a long-term incentive bonus, payable within 30 days of the
issuance of the Corporation's audited financial statements, of
333,333 shares of the Corporation to be issued upon the first,
second and third anniversary date of this Agreement (for a
total of 999,999 shares in total), provided that the following
annual targets are met:
Employee Initials and Date: __________________
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(1) for the period March 1, 2005 to February 28, 2006, an
EBITDA, as defined herein, target for mmwave
Technologies Inc. of US$900,000;
(2) for the period March 1, 2006 to February 28, 2007, an
EBITDA, as defined herein, target for the combined
Wireless Age and mmwave of at least US$1,825,000; and
(3) for the period March 1, 2007 to February 28, 2008, an
EBITDA, as defined herein, target for the combined
Wireless Age and mmwave of at least US$2,600,000.
For the purposes of this Agreement, EBITDA shall mean the
Earnings from company operations, before interest, taxes,
depreciation and amortization, and in the case of the
calculation of EBITDA of mmwave Technologies in Section
2.(a)(iii)(1) above excluding any charge for corporate
expenses. For further certainty the calculation of EBITDA in
Sections 2.(a)(iii)(2) and 2.(a)(iii)(3) above, shall not
include the operating results of any other acquisitions
completed after mmwave.
In the event that the Corporation adopts a Stock Option Plan
in the future, the long-term incentive bonus outlined in this
section shall not prejudice or limit Employee's entitlement to
participate in such future stock option or other long-term
incentive bonus plans to the same extent as other senior
management employees.
(iv) vacation according to the policies of the Corporation but in
no event less than three (3) weeks of vacation per year. The
time for such vacation shall be approved by the Corporation.
(v) The Employee will participate in the Corporation's stock
options available to the directors, officers and employees of
the Corporation as outlined in Schedule C attached hereto.
(vi) The Employee will participate in the Corporation's group
insurance plans and benefit plans applicable to the Employee
during employment with the Corporation. Such benefit plans,
and programs include without limitation medical, health, and
dental care, life insurance, short term and long term
disability protection and qualified retirement plans. The
Employee shall be subject to all applicable terms and
conditions of such plans. The Corporation shall have the right
to amend any such benefit plan or arrangement made available
hereunder.
Employee Initials and Date: __________________
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The Corporation agrees to provide the same "cost plus" benefit
program, or equivalent, that mmwave Technologies provided to
the Employee immediately prior to the execution of this
Agreement.
(b) The Corporation agrees to reimburse the Employee in accordance with
its normal policies and practices for travel and other expenses or
disbursements reasonably and necessarily incurred or made by him in
connection with the Corporation's business, including but not
limited to professional dues and subscriptions, and memberships in
professional and business associations.
(c) The Corporation agrees to pay to the Employee a car allowance in the
amount of $1,200 per month, payable monthly, upon the expiration of
the current lease on the Employee's automobile. The parties agree
and acknowledge that the Employee's current automobile expenses are
paid in full by the Employee's former employer, mmwave Technologies
Inc., and that such payment shall cease on the termination of the
Employee's automobile lease.
(d) The Corporation shall withhold from any amounts payable under this
Agreement such federal or provincial taxes and required statutory
remittances pursuant to any applicable law or regulation.
3. LOYALTY AND CONFIDENTIALITY:
In consideration of the employment provided by this Agreement, the
Employee agrees with the Corporation as follows:
(a) Confidentiality: Except in the normal and proper course of his/her
duties hereunder, the Employee will not publish, communicate, use
for his/her own account, or disclose to any other Person without the
prior consent of the Corporation, during or after the Period of
Active Employment, any confidential or proprietary information or
material ("Confidential Information") relating to the Corporation's
operations, business, customers, and services which he/she may
obtain from the Corporation or its officers, directors, or
employees, or otherwise by virtue of the Employee's employment by
the Corporation. The parties agree that such Confidential
Information is deemed proprietary to the Corporation, and all
intellectual property rights contained therein, or derived
therefrom, shall at all times remain the exclusive property of the
Corporation. "Confidential Information" includes, without
limitation, the following types of information or material, both
existing and contemplated, regarding the Corporation or its parent,
affiliated or subsidiary corporations ("Related Companies"), and
third party vendors, corporate information, including contractual
arrangements, plans, strategies, tactics, policies, supply
agreements, and any
Employee Initials and Date: __________________
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litigation or negotiations; sales, strategies, methods, customer,
and customer lists, educational and training materials, reports,
disks, tapes, prospects and market research data; financial
information, including cost and performance data, debt arrangements;
personnel information, including personnel lists, resumes, personnel
data, organizational structure and performance evaluations; and,
technical information, including programs, and source codes.
Notwithstanding the above, any part of the foregoing Confidential
Information shall not be considered confidential or proprietary
information to the extent that it: (I) is in the public domain
through no wrongful act or breach on the part of the Employee or any
third party, or (II) was approved for release by written
authorisation of the Corporation.
(b) Return of Documents: The Employee agrees that any and all documents
or other data, sound or image recordings, fixed in any material
form, and property of any nature pertaining to activities and
services of the Corporation or to its Related Companies, including
the information or materials covered by section 3(a) hereof, in his
possession now or at any time during the Period of Active
Employment, are and shall be the property of the Corporation and its
Related Companies, and that all such documents and all copies of
them shall be surrendered forthwith to the Corporation whenever
requested by the Corporation.
(c) Intellectual Property: The Employee agrees that all rights and title
to materials produced by Employee under this Agreement whether in
written form, pictorial or other documentary or reproducible form,
and in any medium whatsoever (the "works"), belong exclusively to
Corporation and shall be considered works made for hire. Any and all
copyrights and other "Intellectual Property Rights" in and to such
works are and shall be the sole property of the Corporation.
"Intellectual Property Rights" for the purposes of this Agreement
include copyright, patents, trade-marks, industrial designs, design
marks, electronic icons, computer code, software architecture,
programming methods, system configurations, business methods,
business plans, system flowcharts, system designs, technologies,
drawings, technical information, know-how, processes, or trade
secrets, or any modifications, enhancements, or improvements of any
of the foregoing. To the extent that any materials or works of
authorship may not, by operation of law, be works made for hire,
this Agreement will constitute an irrevocable assignment by the
Employee to the Corporation of the ownership of, and all
intellectual property rights in such items, and Corporation will
have the right to obtain and hold in its own name all registrations
which may be available in the works. The Employee agrees to execute
all documentsreasonably requested by Corporation and to render, at
Corporation's sole expense, whatever reasonable assistance the
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Corporation may request to enable the Corporation to perfect its
security interest in and to such intellectual property rights
whether in Canada, or elsewhere in the world.
(d) The Employee shall disclose promptly to the Corporation any and all
inventions, discoveries, and improvements (whether or not patentable
or registrable under copyright or similar statutes), and all
patentable or copyrightable works, initiated, conceived, discovered,
reduced to practice, or made by the Employee, either alone or in
conjunction with others, during the Employee's employment with the
Corporation and related to the business or activities of the
Corporation (the "Developments"). Except to the extent any rights in
any Developments constitute a work made for hire under the U.S.
Copyright Act, 17 U.S.C. ss. 101 et seq. that are owned ab initio by
the Corporation, the Employee assigns all of the Employee's right,
title and interest in and to all Developments (including all
intellectual property rights therein) to the Corporation or its
nominee without further compensation, including all rights or
benefits therefor, including, without limitation, the right to xxx
and recover for past and future infringement. The Employee
acknowledges that any rights in any Developments constituting a work
made for hire under the U.S. Copyright Act, 17 U.S.C ss. 101 et seq.
are owned upon creation by the Corporation as the Employee's
employer. Whenever requested to do so by the Corporation, the
Employee shall execute any and all applications, assignments or
other instruments which the Corporation shall deem necessary to
apply for and obtain trademarks, patents or copyrights of the United
States or any foreign country or otherwise protect the interests of
the Corporation therein. These obligations shall continue beyond the
end of the Employee's employment with the Corporation with respect
to inventions, discoveries, improvements or copyrightable works
initiated, conceived or made by the Employee while employed by the
Corporation and shall be binding upon the Employee's employers,
assigns, executors, administrators and other legal representatives.
If the Corporation is unable for any reason, after reasonable
effort, to obtain the Employee's signature on any document needed in
connection with the actions described in this Section 3, the
Employee hereby irrevocably designates and appoints the Corporation
and its duly authorized officers and agents as the Employee's agent
and attorney in fact to act for and in Upon termination of
Employee's employment with Employer, Employee agrees to return to
Employer all copies and originals of all documents generated by or
belonging to Employer or any other documents which may have come
into the possession of Employee from Employer as a result of
Employee's employment with Employer, including documents containing
customer information. Nothing herein shall affect or impair
Employee's right to retain personal
Employee Initials and Date: __________________
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documents, including without limitation address books, diaries,
Rolodex cards, and telephone directories, provided such documents do
not contain confidential information.
(e) Employee and Employer acknowledge that any breach or threatened
breach by Employee of the provisions of this Section 3 shall cause
irreparable harm to Employer, which harm cannot be fully redressed
by the payment of damages to Employer. In addition, Employee and
Employer acknowledge that Employer may be entitled, in addition to
any other right and remedy it may have, at law or in equity, to an
injunction, , enjoining or restraining Employee from any violation
or threatened violations of this Section 3.
4. EMPLOYMENT RESTRICTIONS:
In consideration of the employment provided by this Agreement, the
Employee agrees with the Corporation as follows:
(a) Definitions: For the purposes of sections 4(b) through 4(d), the
words "Business", "Customer", "Person", "Prohibited Area",
"Prospective Customer" and "Restricted Period" shall have the
meanings set out below:
(i) "Business" means the provision of or development of the
distribution and integration of wireless communications
solutions.
(ii) "Customer" shall mean any Person to whom the Employee has
supplied goods or services, either directly, or indirectly on
behalf of the Corporation, at any time during the term of this
Agreement;
(iii) "Person" includes, without limitation, an individual,
corporation, partnership, joint venture, association, trust,
firm, unincorporated organization or other legal or business
entity;
(iv) Prohibited Area shall mean Canada.
(v) "Prospective Customer" shall mean any Person to whom the
Corporation or the Related Companies has (I) directly or
indirectly offered in any way to supply goods or services,
whether through written proposal or otherwise; or (II)
targeted as a possible purchaser of the Corporation's goods or
services, at any time during the 12 months prior to the
termination of this Agreement, howsoever arising and the
Employee, acting reasonably, would have knowledge of such
Persons;
Employee Initials and Date: __________________
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(v) "Restricted Period" shall mean the period beginning on the
date of this Agreement and ending thirty-six (36) months
immediately following the termination of this Agreement if
such termination occurs within 18 months of the date of this
Agreement and twenty-four (24) months immediately following
the termination of this Agreement if such termination occurs
after 18 months of the date of this Agreement, howsoever
arising.
(b) Non-Solicitation of Customers: The Employee hereby agrees that he
shall not during the Restricted Period within the Prohibited Area,
whether on his own behalf or in conjunction with or on behalf of any
other Person, directly or indirectly, except on behalf of the
Corporation, (i) solicit, (ii) assist in soliciting, (iii) accept,
(iv) facilitate the acceptance of, or (v) deal with of any Customer
or Prospective Customer of the Corporation, as an employee,
director, shareholder, principal, agent, consultant or in any other
capacity whatsoever, for the purpose of providing or selling to such
Customer or Prospective Customer products or services which are the
same as, similar to, or competitive with the Business.
(c) Non-Solicitation of Employees: The Employee hereby agrees that he
will not during the Restricted Period, either on his own behalf or
in conjunction with or on behalf of any other Person, directly or
indirectly, except on behalf of or with the prior written consent of
the Corporation induce, solicit, entice or procure, any employee or
consultant of the Corporation to leave such employment or
relationship, as the case may be.
5. TERMINATION FOR JUST CAUSE:
The Corporation shall be entitled, in its sole discretion, to forthwith
terminate the employment of the Employee hereunder, without advance notice, for
just cause as determined by statute or common law by so advising the Employee in
writing. For the purpose of this Agreement, the following constitutes just
cause, provided, however, "Just Cause" within the meaning of this Section shall
in any event not include any act done or committed by Employee in the exercise
of business judgment which is not unreasonable under all the facts and
circumstances involved:
(a) if the Employee is in material breach of any of the provisions of
this Agreement, including without limitation the conditions outlined
in section 1 of this Agreement, provided the Employee receives three
Employee Initials and Date: __________________
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(3) business days prior written notice of the breach and fails to
remedy such breach within said three (3) day period;
(b) if the Employee has been convicted of an indictable offence or a
felony under U.S. laws involving mortal turpitude, including,
without limitation, theft, fraud, embezzlement, forgery,
misappropriation or wilful misapplication by a court of final and
competent jurisdiction; or
(c) if the Employee is found in any civil, administrative or regulatory
proceeding of competent jurisdiction to have breached a fiduciary
duty to the shareholders of the Corporation.
(d) (e) if the Employee is has engaged in conduct that is intentionally
and materially detrimental to the best interests of the Corporation.
If the Corporation terminates this Agreement for just cause under this
Section, the Corporation shall not be obligated to make any further payments
under this Agreement except amounts due and remaining unpaid at the time the
Employee receives notice of such termination.
6. TERMINATION ON NOTICE:
(a) The Corporation shall be entitled, in its sole discretion, at any
time to terminate the employment of the Employee hereunder without
just cause for any reason whatsoever by so advising the Employee in
writing. If the Corporation terminates the employment of the
Employee pursuant to this section, the Corporation shall provide to
the Employee a lump sum payment in lieu of notice equalling the
greater of: (i) three hundred percent (300%) if termination occurs
within 18 months of the date of this Agreement and one hundred fifty
percent (150%) if termination occurs after 18 months of the date of
this Agreement, of the Employee's annualsalary (referenced with
respect to the rate of such annual salary as in effect at the date
of the Employee's termination of employment); or (ii) notice in
accordance with the Employment Standards Act of Ontario.. The
Corporation shall provide the Employee such payment no later than 60
days following the date of the Employee's active termination of
employment. This payment will be inclusive of any and all
termination, severance and vacation entitlements under the
Employment Standards Act of Ontario. The Employee hereby agrees that
if the Corporation terminates in accordance with this provision, the
Employee's entitlements in accordance with this section shall
constitute his full and final entitlements, and he shall have no
additional claims for bonus, salary, other compensation, notice or
pay in lieu of notice at common law or otherwise against the
Employee Initials and Date: __________________
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Corporation.
(b) In the event of termination pursuant to section 6(a), the
Corporation's medical and health benefit plans in which the Employee
is enrolled shall cease twenty-four (24) months from the date of the
Employee's termination of employment if such termination occurs
within 18 months of the date of this Agreement and twelve months
months from the date of the Employee's termination of employment if
such termination occurs after 18 months of the date of this
Agreement, except long term and short term disability which shall
cease effective the date the Employee receives notice of
termination.
7. RESIGNATION OR CESSATION OF SERVICES BY EMPLOYEE:
(a) Resignation. The Employee shall be entitled, in his sole discretion,
to forthwith terminate his employment hereunder upon sixty (60) days prior
written notice to the Corporation. The Corporation may waive the notice, in
whole or in part.
If the Employee terminates his employment for any reason, the Corporation
shall have no further obligations or responsibilities to the Employee after the
expiry of the above-noted sixty (60) day period, save and except as outlined in
Section 6(a) and (b). In addition, , in the event of a buyout, merger, or any
other event that results in a change of control, as defined herein, or whereby
the Employee no longer controls at least one seat on the Board of Directors, the
Employee may elect to resign within sixty (60) days of such event, with all of
the rights, entitlements, and obligations outlined in Section 6 (a) and (b)
herein.
For purposes of this Agreement, "Change of Control" means any of:
(i) the acquisition, directly or indirectly and by any means
whatsoever (including, without limitation, through an
acquisition of the Voting Shares of the Corporation or of any
company which is in a position to exercise effective control
of the Corporation), by any person, or by a group of persons
acting jointly, or in concert, that, in the opinion of the
Board of Directors of the Company results in a de facto change
of control;
(ii) any transaction or series of transactions, whether by way of
reconstruction, reorganization, consolidation, amalgamation,
arrangement, merger, transfer, sale or otherwise, whereby
assets of the Corporation become the property of any other
person (other than an affiliate of the Corporation) if such
assets which become the property of any
Employee Initials and Date: __________________
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other person have a fair market value (net of the fair market
value of any liabilities which become obligations of such
other person as part of the same transaction) equal to
one-half or more of the Net Worth of the Corporation
immediately before such transaction;
(iii) the completion of any transaction or the first of a series of
transactions which would have the same or similar effect as
any transaction or series of transactions referred to in
paragraph (i) to (ii) above; or
(iv) a determination by the Board of Directors of the Corporation
that there has been a change, whether by way of a change in
the holding of the Voting Shares, in the ownership of the
Corporation's assets, the composition of the Board of
Directors or by any other means, as a result of which there is
a change in any person, or any group of persons acting jointly
or in concert, who is in a position to exercise effective
control of the Corporation.
(b) Cessation of Services Due to Death or Total Disability.
In the event of Employee's death or becoming Totally Disabled, as defined
herein, during the term of this Agreement, Employee's employment hereunder shall
terminate as of Employee's date of death or upon becoming Totally Disabled.
In the event of Employee becoming Totally Disabled, as defined herein,
during the term of this Agreement, the Corporation shall be required to pay to
Employee his termination and severance entitlements as outlined under Sections
6(a) and 6(b) herein. The termination of the Employee in accordance with this
section is not intended to prejudice the Employee's eligibility for long-term
disability benefits under the Corporation's policy, and if necessary to protect
the Employee's eligibility, the Corporation at its sole discretion shall have
the option to terminate hereunder at the expiry of the long-term disability
period only.
8. RESULTS OF TERMINATION:
Upon termination or resignation of the Employee's employment pursuant to
Sections 5, 6 or 7 of this Agreement, the employment of the Employee shall be
wholly terminated, with the exception of clauses specifically contemplated to
continue in full force and effect beyond the termination of this Agreement,
including those set out in Sections 3 and 4.
Employee Initials and Date: __________________
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9. ASSIGNMENT:
This Agreement shall enure to the benefit of and be binding upon the
parties and their respective heirs, executors, administrators, the legal
personal representatives of the Employee and the successors and assigns of the
Corporation. The rights of the Employee under this Agreement are not assignable
or transferable in any manner. Employee recognizes that this Agreement is
personal to Employee and that none of Employee's obligations under this
Agreement may be assigned or delegated by Employee. The Corporation may assign
all of its rights and obligations under this Agreement by operation of law or
upon the sale or other transfer of all or substantially all of its assets and
business and it shall be made a condition of any such assignment that the
purchaser or transferee agrees to assume all the rights and obligations of the
Corporation under this Agreement.
10. SEVERABILITY:
Any article, section, subsection or other subdivision of this Agreement or
any other provision of this Agreement which is, or becomes, illegal, invalid or
unenforceable shall be severed here from and ineffective to the extent of such
illegality, invalidity or unenforceability and shall not affect or impair the
remaining provisions hereof, which provisions shall be severed from any illegal,
invalid or unenforceable article, section, subsection or other subdivision of
this Agreement. The parties also agree that if any covenant or provision in this
Agreement is determined to be void or unenforceable at law due to a period of
time, geographical area or otherwise, then such covenant or provision of this
Agreement, shall be reduced in scope or amended, as to term, geographical area
or otherwise to the extent required so that the covenant or provision, as so
reduced or amended, is enforceable at law and the unenforceable portion shall be
deemed to be severed from the balance of the provision or this Agreement, which
balance shall survive and be of full force and effect.
11. WAIVER:
Failure of either party to this Agreement to rely on any provision
contained herein shall not constitute a precedent or be deemed a waiver of such
provision on any subsequent occasion or in regard to any other provision of this
Agreement.
12. ENTIRE AGREEMENT:
This Agreement together with the attached schedules constitute the entire
agreement between the parties with respect to the employment of the Employee and
any and all previous agreements or representations, written or oral, express or
implied between the parties or on their behalf relating to the employment of the
Employee by the Corporation are terminated and cancelled.
Employee Initials and Date: __________________
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13. GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein. The
parties attorn to the exclusive jurisdiction of the courts of Ontario.
14. HEADINGS:
The headings utilised in this Agreement are for convenience only and are
not to be construed in any way as additions or limitations of the covenants and
agreements contained in this Agreement.
15. NOTICES:
Any notice required or permitted to be given to the Employee shall be
sufficiently given if delivered to the Employee personally, including without
limitation by electronic mail, or if mailed by registered mail to the Employee's
address last known to the Corporation.
Any notice required or permitted to be given to the Corporation shall be
sufficiently given if delivered to:
00000 Xxxx Xxxxxx
Xxxx Xxxx, XX
X0X 0X0
Phone: 000-000-0000
Fax: 000-000-0000
Personally, including without limitation by electronic mail, or if mailed by
registered mail to the Corporation.
16. LEGAL ADVICE:
The Employee hereby represents and warrants to the Corporation that he has
had sufficient opportunity to seek and obtain legal advice with respect to this
Agreement and that he fully understands the nature and effect of this Agreement
and that he is entering into it freely and voluntarily.
17. DOLLAR AMOUNTS:
Unless specifically stated otherwise, all references herein to dollar
amounts refer to Canadian funds.
Employee Initials and Date: __________________
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18. AMENDMENTS:
It is recognized that there may be amendments to this Agreement. No
significant amendment to this Agreement shall be valid or binding unless set
forth in writing and duly executed by both of the parties hereto.
This Agreement may be executed in counterparts.
IN WITNESS WHEREOF the parties have duly executed this Agreement
this 4th day of March, 2005, in this City of Mississauga, in the Province of
Ontario. Each page of this Agreement, and the attached Schedules, is initialled
and dated by the Employee.
WIRELESS AGE COMMUNICATIONS INC.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Xxxx Xxxxxxxx
Chief Financial Officer
SIGNED, SEALED AND DELIVERED )
in the presence of )
)
)
________________ ) /s/XXXXXXX XXXX XXXXXX
----------------------
XXXXXXX XXXX XXXXXX
Employee Initials and Date: __________________
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Schedule "A": Job Description and Duties
The Employee shall report directly to the Chief Executive Officer of the
Corporation, and shall have the responsibility and accountability for the day to
day operation of the Corporation, and achievement of all targets of the
Corporation.
All employees of the Corporation, and each of its subsidiaries, shall report to
the Employee, save and except the Chief Financial Officer of the Corporation and
his staff.
Employee Initials and Date: __________________
Schedule "B": Short Term Bonus / Incentive Plan
For the period to December 31, 2005, Employee shall be entitled to a bonus of up
to 50% of Employee's annual salary (pro-rated for the period from March 1, 2005
to December 31, 2005). The amount of the bonus shall be determined by
multiplying the total of the weighting for all objectives achieved, by 50% of
the Employee's pro-rated annual salary for the period.
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Objective Weighting
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Achievement of Corporation EBITDA Budget Target 50%
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Achievement of Corporation Revenue Budget Target 25%
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Achievement of Corporation Pre-Tax Earnings Budget Target 25%
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Total 100%
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For Periods following December 2005, Objectives and weighting shall be agreed
upon by the Compensation Committee of the Corporation's Board of Directors, and
the Employee.
In the event that the Corporation consolidates the operating results of mmwave
Technologies Inc. into its income statement effective March 1, 2005, such
Targets are defined as follows:
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Corporation EBITDA Budget Target US$1,375,000
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Corporation Revenue Budget Target US$30,162,000
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Corporation Pre-Tax Earnings Budget Target US$1,101,000
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Such Targets are not to include the operating results of any other acquisitions
after mmwave.
Employee Initials and Date: __________________
Schedule C: Long-Term Incentive Plan (Stock Options)
The parties acknowledge that at the time of execution of this agreement, no
Stock Option Plan exists for the Corporation.
The Corporation warrants that notwithstanding any other provision herein, the
Employee shall be entitled to participate in any future Stock Option Plan on
terms and conditions at least as favourable as those provided to other employees
of similar level and responsibility, and that no provision herein shall in any
way prejudice or limit the Employee's entitlement to participate in such future
Stock Option Plan.
Employee Initials and Date: __________________
