EXHIBIT 5.26
EMPLOYMENT CONTRACT
BETWEEN
XXXXXXXXX.XXX, INC. ("XXxxxxxxx.xxx")
AND
XXXXX X. XXXXX ("DWR")
1. Position: Vice President Finance and Business Development.
2. Reporting: to the President and CEO of XXxxxxxxx.xxx.
3. Start Date: January 1, 2000.
4. Salary: $8300 per month.
5. Compensation Committee Review. The Board of Directors of XXxxxxxxx.xxx
will establish a Compensation Committee. Such Committee will review the
compensation packages for all employees and contractors filling senior
executive positions and will cause such packages, including salary, cash
incentives and performance options, and severance obligations, to be
adjusted to industry standards for the technology industry in the Vancouver
area.
6. Cash Incentives. Subject to the Compensation Committee Review,
XXxxxxxxx.xxx will provide to DWR an annual Base Cash Incentive equal to
40% of annual salary, which will vary between 0 and 1.5 times the Base Cash
Incentive, subject to DWR's performance against mutually agreed objectives.
7. Annual Review. XXxxxxxxx.xxx will review DWR's performance and
compensation package no less than annually.
8. Accelerated Vesting. If XXxxxxxxx.xxx accepts an offer which would
effect a change of control as defined by the Income Tax Act, then all
shares and all options of XXxxxxxxx.xxx of any kind owned or reserved for
DWR which have not vested shall then immediately vest.
9. Benefits:
9.1 Vacation. Four weeks paid vacation in each calendar year, to be
increased from time to time in accordance with XXxxxxxxx.xxx's standard
policy. Unused vacation period can accumulate only until August 31 of the
following year.
9.2 Health and other Benefits. According to such plans in place for all
XXxxxxxxx.xxx employees.
10. Severance. If XXxxxxxxx.xxx terminates DWR's contract other than for
cause, ("Termination"), the following provisions will apply:
10.1 Termination during the period from Jan 1, 2000 to December 31, 2000:
three months severance including salary and performance compensation,
and the continuation of all benefits then in effect, other than long-
term disability, for three months.
10.2 Termination after January 1, 2001: Similarly, three months severance
plus one month for each additional year or partial year of
employment.
10.3 All termination payments will be made in a manner most tax-
efficient for DWR.
10.4 Pursuant to clause 5, the Compensation Committee will recommend
compensation packages for the senior executives. Notwithstanding the
provisions in clauses 10.1 - 10.2, if the Compensation Committee
recommends severance provisions that are more beneficial to DWR in
DWR's sole opinion, then such provisions will apply and clauses
10.1 -10.2 will be deleted and the provisions recommended by the
Compensation Committee will take precedence.
11. Non-compete and non-disclosure. DWR agrees to be bound by non-compete and
non-disclosure agreements standard in the industry.
12. Non-assignment. This Contract may not be assigned without the prior
written consent of DWR.
AGREED:
For XXxxxxxxx.xxx: /s/ Xxxx XxXxxx
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Xxxx XxXxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Date: January 1, 2000
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