CONSULTING SERVICES AGREEMENT DATE November 1, 2002 PARTIES OPERATIVE PROVISIONS
Exhibit 10.2
DATE
November 1, 2002
PARTIES
| (1) | IKONA GEAR INTERNATIONAL,
INC., ▇/▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.,▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (“the Company"); and |
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| (2) | ▇▇▇▇▇ ▇. NOSH and/or
Nominees, of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Executive"). |
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| OPERATIVE PROVISIONS | ||
| 1. | INTERPRETATION |
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| 1.1 | In this Agreement the following words and expressions shall have the following meanings: "the Board" means the board of directors of the Company as from time to time constituted or any duly appointed committee of the Board; "Group Company" means any company which is a directly or indirectly held subsidiary undertaking of the Company. |
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| 1.2 | The headings contained
in this Agreement are for convenience only and do not form part of and
shall not affect the construction of this Agreement or any part of it. |
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| 2. | APPOINTMENT |
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| 2.1 | The Company hereby appoints
the Executive and the Executive agrees to provide services to the Company
as President and Chief Executive Officer of global operations. The Executive
will be invited to join the Board. |
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| 2.2 | The Company may assign this
Agreement to a wholly-owned subsidiary, once incorporated in other jurisdictions,
on the condition that the Company shall guarantee payment of all entitlements
due to the Executive pursuant to this Agreement. |
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| 3. | TERM AND NOTICE |
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| 3.1 | The consulting services
of the Executive shall commence at the earliest date he shall be available.
The services of the executive shall continue thereafter unless and until
terminated by: |
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| (A) | the Executive giving to the Company
not less than six (6) months' notice. |
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| 4. | DUTIES |
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| 4.1 | The Executive shall during
the performance of his services: |
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(A) |
exercise such powers and perform such
duties in relation to the business of the Company or of any Group Company
as may from time to time be vested in or assigned to him by the Board; |
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(B) |
well and faithfully serve the Company
and any relevant Group Companies to the best of his ability and carry
out his duties in a proper and efficient manner and use his best endeavours
to promote and maintain their interests and reputation. |
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| 4.2 | In performance of his duties
the Executive shall: |
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(A) |
work such hours as are necessary for
the proper performance of his duties; |
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(B) |
perform his duties at such location
in Canada as the Board and the Executive shall agree, whether on a permanent
or temporary basis; |
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(C) |
travel to such places (whether inside
or outside Canada) in such manner and on such occasions as the Board may
from time to time reasonably require; and |
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(D) |
if so required by the Board, perform
his duties hereunder jointly with such other person or persons as the
Board may from time to time reasonably require. |
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| 5. | FEES |
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| 5.1 | The Company shall remunerate
the Executive for his services under this Agreement with a basic gross
fee (“Basic Gross Fee”) based on $90,000 per annum or $7,500
per month (inclusive of any director's fees payable to him by the Company
or any Group Company) which shall accrue from day to day and shall be
payable in arrears through equal monthly instalments on or about the 27th
day of every month (or pro rata where the Executive is only employed during
part of a month). |
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| 5.2 | Such fees shall be reviewed
by the Board on November 1st in each calendar year with the first such
review to take place on November 1st 2003 and subject to upward review
only. |
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| 5.3 | The Company shall be entitled
to deduct from any sums payable to the Executive (including salary) all
sums whether statutory or corporate from time to time owed by the Executive
to the Company or to any Group Company howsoever arising. |
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| 6. | EXPENSES |
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| 6.1 | The Company shall reimburse
the Executive all reasonable travelling, appropriate hotel, entertainment
and other out of pocket expenses properly incurred by him in the performance
of his duties under this Agreement subject to his compliance with the
Company's then current guidelines, if any, relating to expenses and to
the production, if required, of receipts, vouchers or other supporting
documents. |
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| 6.2 | In respect of air travel,
full fare economy class tickets for business travel will be reimbursed,
unless otherwise agreed by mutual consent. |
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| 6.3 | The Company shall reimburse
the costs of the Executive's professional institutional memberships. |
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| 7. | BONUS SCHEME The Executive shall during the continuance of his consulting services, in addition to the Basic Gross Fee payable to him pursuant to clause 5.1 be entitled to be paid bonuses of such amounts as shall be calculated in accordance with the Company’s bonus scheme for the Executive at such time as the company adopts and the board of directors approves of a bonus or incentives based plan for the Company. |
| 8. | CAR ALLOWANCE |
| 8.1 | The Company shall provide a car allowance
of $1,150 per month (exclusive of Tax) for the Executive during this Agreement
and shall be reviewed by the Board on November 1st in each calendar year
with the first such review to take place on November 1st 2003 and subject
to upward review only. |
| 8.2 | The Company shall pay all reasonable
running costs including fuel, whether for business or private use, comprehensive
insurance and maintenance. |
| 9. | SHARE OPTIONS |
| 9.1 | At such time as the Company adopts and
the board of directors approves of a Stock Option Plan for the Company,
the Executive will be granted options in recognition of continuing and
future services. |
| 9.2 | The Executive shall exercise his stock
options in accordance with the terms and provisions of the Company’s
stock option plan at such time as the Company adopts its Stock Option
Plan. |
| 10. | PENSIONS, HEALTH AND MEDICAL INSURANCE |
| 10.1 | The Company shall not be required to
make any provision (other than in compliance with any statutory requirement
in such respect to which the Company shall be subject) towards the Executive's
pension arrangements in respect of his first year of service with the
Company. The Board will implement suitable provisions by the Company (in
addition to any provisions made in compliance with any statutory requirement
in such respect to which the Company shall be subject) towards the Executive's
pension arrangements in respect of his service with the Company from the
first anniversary of the commencement of consulting services pursuant
to this Agreement being an amount not less than 20% per annum of the Executive's
Basic Gross Salary. |
| 10.2 | The Company will provide extended healthcare
coverage to the Executive based on acceptable terms and conditions as
approved by the board of directors on an annual basis. |
| 10.3 | At such time as the board approves a
suitable pension scheme for the Company, the Company will provide pension
plan coverage for the Executive in a form approved by the board and that
meets the Government’s stakeholder requirements. |
| 11. | ILLNESS |
| 11.1 | In the event of illness or other incapacity
beyond his control as a result of which he is unable to perform his duties
the Executive shall remain entitled to receive his salary in full for
any |
continuous period of 3 months
or an aggregate period of 50 days' absence in any consecutive twelve month
period subject to: |
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(A) |
compliance with the Company's procedures
relating to sickness notification, statutory sick pay and self-certification
to cover absence from work due to sickness or other incapacity and to
the provision of medical certificates and/or (at the Company's discretion)
undergoing a medical examination by a doctor appointed by the Company.
The Executive shall co-operate in ensuring the prompt delivery of such
report to the Company and authorise his own medical practitioner to supply
all such information as may be required by that doctor and, if so requested
by the Company, authorise his medical practitioner to disclose to the
Company his opinion of the Executive's state of health; |
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| 11.2 | The Executive shall be entitled
to twenty (20) working days' holiday (in addition to the normal bank and
other public holidays) in each calendar year commencing on 1 January in
each year (which shall accrue on a monthly basis and of which not more
than 15 working days may be taken consecutively). Holidays shall be taken
at such times as the Board shall consider most convenient having regard
to the requirements of the Company's business. The Executive's holiday
entitlement shall be reviewed and adjusted by mutual agreement between
the Executive and the Board. |
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| 11.3 | If at the end of the calendar
year the Executive has accrued holiday entitlement which he has not taken
he shall be entitled to carry forward any days into the following calendar
year. |
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| 11.4 | The Executive may take days
in lieu as holiday for any days worked in a weekend for the Company on
a pro-rata day-for-day basis. |
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| 11.5 | The Company reserves the
right, at its absolute discretion, to require the Executive to take any
outstanding holiday during any notice period or to make payment in lieu
thereof. |
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| 12. | DATA PROTECTION |
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| 12.1 | The Company will hold computer
records and personnel files relating to the Executive. These will include
the Executive's resume, references, bank details, performance appraisals,
holiday and sickness records, salary reviews and remuneration details
and other records. The Company requires such personal data for personnel,
administration and management purposes and to comply with its obligations
regarding the keeping of employee/worker records. The Executive's right
of access to this data is as prescribed by law. |
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| 12.2 | The Executive hereby agrees
that the Company may process personal data relating to him for personnel,
administration and management purposes and may, when necessary for those
purposes, make such data available to its advisers, to parties providing
products and/or services to the Company (including, without limitation,
IT systems suppliers, pension, benefits and payroll administrators), to
regulatory authorities (including the Canada Customs and Revenue Agency),
to any potential purchasers of or investors in the Company or its business
(on a confidential basis) and as required by law. |
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| 14. | GRIEVANCE AND DISCIPLINARY PROCEDURES |
| 14.1 | If the Executive has any grievance
about his consulting services or any disciplinary decision relating to
him he should write to the Board. The grievance will be dealt with by
discussion and a majority decision of those present at the relevant Board
meeting at which the grievance is discussed. |
| 15. | GENERAL |
| 15.1 | No failure or delay by either party
in exercising any right, power or privilege under this Agreement shall
operate as a waiver thereof nor shall any single or partial exercise by
either party of any right, power or privilege hereunder preclude any further
exercise thereof or the exercise of any other right, power or privilege. |
| 15.2 | There are no collective agreements
which affect the terms and conditions of the consulting services of the
Executive hereunder. |
| If any of the provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable to the extent permitted by the law. | |
| 15.3 | All financial amounts are slated in
Canadian Dollars unless otherwise specified. |
| 16. | EXTENT AND SUBSISTENCE OF AGREEMENT This Agreement supersedes all other agreements other than those expressly referred to in this Agreement whether written or oral between the Company and the Executive relating to the services of the Executive. The Executive acknowledges and warrants to the Company that he is not entering into this Agreement in reliance upon any representation not expressly set out herein. |
IN WITNESS whereof a duly authorized representative of the Company has executed this Agreement and the Executive has executed this Agreement as his Deed on the date of this Agreement.
| SIGNED by | ) | |
| for and on behalf of | ) | |
| IKONA GEAR INTERNATIONAL, INC. in | ) | |
| the presence of: | ) | |
| Witness’ Signature: | ||
| Witness’ Name: | ||
| Address: | ||
| Occupation: | ||
| SIGNED by | ) | |
| For and on behalf of | ) | |
| the said ▇▇▇▇▇ ▇. NOSH | ) | |
| as his deed in the presence of: | ) | |
| Witness’ Signature: | ||
| Witness’ Name: | ||
| Address: | ||
| Occupation: |