EX 10.3 Employment Agreement Dated March 13, 2002 between ▇▇▇▇-▇▇▇.▇▇▇ Inc.
and ▇▇▇▇▇ ▇▇▇▇▇.
EMPLOYMENT AGREEMENT
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THIS AGREEMENT made as of the 13 day of March, 2002.
BETWEEN:
▇▇▇▇-▇▇▇.▇▇▇ Inc. ("PHNT") a body corporate incorporated under the laws of
the state Florida, having offices in the City of New York, New York and in
the City of Calgary, in the Province of Alberta, (hereinafter collectively
called the "Corporation")
OF THE FIRST PART
- and -
▇▇▇▇▇▇ ▇▇▇▇▇, an individual residing in the City of Calgary, in the
Province of Alberta (hereinafter called the "Employee")
OF THE SECOND PART
WHEREAS the Corporation wishes to retain the services of the Employee in
the capacity of Chief Financial Officer of the Corporation, to assist in the
furtherance of its Business activities as hereinafter defined;
AND WHEREAS PHNT agreed in respect to the claims of the Employee hereunder
referred to herein as the Corporation;
AND WHEREAS the Corporation and the Employee have agreed that their
relationship will be governed by the terms and conditions of this Employment
Agreement (hereinafter the "Agreement");
AND WHEREAS as of the effective date of this Agreement the Business
activities will be performed by the Employee in respect to PHNT;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
provision of services by the Employee to the Corporation, and the employment of
the Employee by the Corporation, and for other good and valuable consideration,
the Parties hereto agree as follows
ARTICLE I
EMPLOYMENT OF EMPLOYEE
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1.1 The Corporation agrees to employ the Employee as the Chief Financial
Officer of the Corporation, and the Employee agrees to accept such employment,
all in accordance with the terms and conditions of this Agreement.
1.2 The parties hereto agree that the relationship between the Corporation
and the Employee is that of employer and employee.
ARTICLE II
TERM OF AGREEMENT
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2.1 The Term of this Agreement shall be for an indefinite period from the
Effective Date, unless earlier terminated by the Corporation or the Employee
pursuant to the terms and conditions of this Agreement.
ARTICLE III
DUTIES OF EMPLOYEE
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3.1 The Employee shall, during the Term of this Agreement:
(A) perform the duties and responsibilities of the Chief Financial
Officer of the Corporation as described below:
Establish corporate strategies to advance the corporate financial position
2.) Direct the activities of the finance group
a. Internal and External reporting
b. Expense budget and control
c. Forecasting
d. Interest rate crediting management
e. Separate account reporting for subordinate companies
3.) Shall be responsible for completing and maintaining necessary
reporting requirement under rule 6530 and 6540 of Security and Exchange
Act.
4.) Work with Wall Street and the necessary Investment Banker,
Consultants to complete a funding plan based upon the new direction of the
company.
a. Funding plan to have three plan interim financing, development
financing, and major financing. Interim funding should range from
$500,000 - $1,000,000 USD. Development financing shall be between
$2,000,000 to $5,000,000 USD. Major financing shall be determined in
the future.
b. Hire a certified financial analyst to review and evaluate the business
plan.
ARTICLE III
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REMUNERATION
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3.2 During the term of this Agreement, subject to being amended up words as
hereinafter provided, the Corporation shall pay to the Employee a salary of
$80,000 the year one, $90,000 year two, and $100,000 year three in USD (the
"Base Salary") being in the Base Salary of Employee under the heading "Base
Salary" as of the effective date of this Agreement, less required statutory
deductions, payable in equal semi-monthly installments in such a manner as the
parties may mutually agree. The Employee's Base Salary will be reviewed annually
by the Compensation committee of the Corporation, and may be increased at the
sole discretion of the Compensation committee, based upon such factors as the
Compensation committee in its sole discretion determines are relevant, which
factors may include the performance of the Corporation and the Employee
compensation arrangements of other corporations of a similar size engaged in a
similar Business to that of the Corporation in Canada.
3.3 The Employee may also be granted a performance bonus from time to time
on terms and conditions, and in an amount to be determined by the Compensation
committee of the Corporation, in its sole discretion. Subject to the foregoing
terms, the Compensation committee shall exercise its discretion reasonably.
3.4 The Corporation shall reimburse the Employee for all reasonable
out-of-pocket expenses incurred in the performance of his or her employment
duties under this Agreement, including, without limiting the generality of the
foregoing, all travel and promotional expenses payable or incurred by the
Employee in connection with the performance of his or her employment duties. All
payments or reimbursements of expenses shall be subject to the submission by the
Employee of appropriate vouchers, bills and receipts.
3.5 Upon termination of this Agreement for any reason, the Employee shall
be entitled to receive any Remuneration earned up to the Termination Date, in
addition to any other severance or termination payment which is payable under
the terms of this Agreement
ARTICLE IV
BENEFITS
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4.1 The Employee shall be entitled to receive the standard benefits offered
by the Corporation, subject to the terms and conditions of any applicable
benefit plan, as may be amended by the Corporation at its sole discretion from
time to time.
ARTICLE V
STOCK
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5.1 The Employee shall be granted stock 250,000 144 shares per quarter in
the Corporation at the beginning of each quarter and at the end of twelve
quarters a bonus of 1,000,000 shares if still employed by Corporation. In
addition, any stock options granted to the Employee shall be subject to the
terms and conditions of the Corporation's stock option plan.
ARTICLE VI
VACATION
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6.1 The Employee shall be entitled to an annual vacation of 4 weeks.
Vacation may be taken in such a manner and at such times as the Employee and the
Corporation mutually agree. Effective January 1, 2003, the Employee shall be
entitled to an annual vacation of 5 weeks. Effective January 1, 2005, the
Employee shall be entitled to an annual vacation of 6 weeks.
ARTICLE VII
TERMINATION BY CORPORATION
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7.1 The Corporation shall be entitled to terminate this Agreement and the
Employee's employment with the Corporation:
(A) at any time, for any reason, upon written Notice to the Employee, in which
case:
(I) prior to completion of the first twelve months of employment, the
Corporation shall pay to the Employee a lump sum retiring allowance
("Retiring Allowance") equal to the Monthly Remuneration divided by
four (4) for each month immediately prior to the Termination Date,
multiplied by the number of months employed, in full and final
settlement of any claims by the Employee against the Corporation or
any Related Corporation, arising out of or in any way connected with
the Employee's employment with the Corporation or the termination of
the Employee's employment with the Corporation, whether at common law
or under the provision of any statute or regulation, or pursuant to
any agreement between the Parties;
(II) after the first twelve months of employment, the Corporation shall pay
to the Employee a lump sum retiring allowance ("Retiring Allowance")
equal to the Monthly Remuneration immediately prior to the Termination
Date, multiplied by 9, in full and final settlement of any claims by
the Employee against the Corporation or any Related Corporation,
arising out of or in any way connected with the Employee's employment
with the Corporation or the termination of the Employee's employment
with the Corporation, whether at common law or under the provision of
any statute or regulation, or pursuant to any agreement between the
Parties;
(III)the Employee's right to receive the payment under this Article 9.1(a)
shall not be subject to any duty to mitigate, nor affected by any
actual mitigation by the obligation of the Corporation or the
directors to make payments under this Article 9.1(a) shall be subject
to any and all withholdings and deductions required to be made by the
Corporation by law, subject to the Corporation that the Employee shall
have the right, at the option of the Employee, (A) to receive such
Retiring Allowance in a lump sum within 30 days following the
Termination Date, or (B) to receive such Retiring Allowance in 12
equal consecutive monthly installments commencing the month
immediately following the Termination Date, together with interest on
the unpaid balance at the interest rate that the Corporation could
obtain on 90 day Canada Treasury Bills at the close of market on the
first business day of each month, or (C) to receive such Retirement
Allowance in 24 equal consecutive monthly payments commencing the
Termination Date together with interest on the unpaid balanced at the
interest rate that the Corporation could obtain on 90 day Canada
Treasury Bills at the close of market on the first business day of
each month, or (D) to transfer such portion of the Retirement
Allowance to a qualified deferred income tax shelter plan proposed by
the Employee, or other plan by the employee to receive the Retiring
Allowance in a tax effective manner, providing such proposals be in
compliance with the provisions of the Income Tax Act (Canada) and the
regulations thereunder, and then receive the balance as allowed per
his election under A, B, or C of this Article 9.1(a)(iv);
ARTICLE VIII
TERMINATION BY EMPLOYEE
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8.1 The Employee may terminate this Agreement and his employment with the
Corporation by providing 30 days' prior written Notice to the Corporation. Upon
receipt of such Notice of termination by the Employee, the Corporation shall
only be required to pay the Employee any Remuneration, and provide the Employee
with any Benefits, earned up to the Termination Date.
8.2 In the event that the Employee's employment is terminated with the
Corporation in strict accordance with Article 10.2, and only in that event:
(A) the Corporation shall pay to the Employee the Retiring Allowance and
other amounts stipulated in Article 8.1(a) of this Agreement, in full
and final settlement of any claims by the Employee against the
Corporation or any Related Corporation, arising out of or in any way
connected with the Employee's employment with the Corporation or the
termination of the Employee's employment with the Corporation, whether
at common law or under the provision of any statute or regulation, or
pursuant to the terms of any agreement between the Parties;
8.3 the Employee's right to receive the payment under this Article 10.3
shall not be subject to any duty to mitigate, nor affected by any actual
mitigation by the Employee.
ARTICLE IX
NOTICES
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9.1 Any Notice required to be given hereunder may be provided by personal
delivery, by registered mail or by facsimile to the Parties hereto at the
following addresses:
To the Corporation:
▇▇▇▇-▇▇▇.▇▇▇ Inc
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
To the Employee:
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Any Notice, direction or other instrument shall, if delivered, be deemed to have
been given and received on the business day on which it was so delivered, and if
not a business day, then on the business day next following the day of delivery,
and, if mailed, shall be deemed to have been given and received on the fifth day
following the day on which it was so mailed, and, if sent by facsimile
transmission, shall be deemed to have been given and received on the next
business day following the day it was sent.
9.2 Either Party may change its address for Notice in the aforesaid manner.
ARTICLE X
GENERAL
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10.1 Time shall be of the essence in this Agreement.
10.2 This Agreement shall be construed and enforced in accordance with the
laws of the Province of Alberta, and subject to the provisions of Article 16.11
of this Agreement, the Parties hereby attorn to the jurisdiction of the Alberta
Courts. Should any provision in this Agreement fail to comply with the
requirements of the Alberta Employment Standards Code or the Alberta Human
Rights, Citizenship and Multiculturalism Act, as amended, or other applicable
legislation, the Agreement shall be interpreted and construed in accordance with
those statutory requirements.
10.3 This Agreement and any other agreements expressly incorporated by
reference herein, constitute the entire agreement between the Parties with
respect to the subject matter hereof, and supercede and replace any and all
prior agreements, undertakings, representations or negotiations pertaining to
the subject matter of this Agreement. The Parties agree that they have not
relied upon any verbal statements, representations, warranties or undertakings
in order to enter into this Agreement. In the event of a conflict between this
Agreement and any other agreement expressly incorporated by reference herein,
the terms of this Agreement shall prevail.
10.4 This Agreement may not be amended or modified in any way except by
written instrument signed by the Parties hereto. In the event that the Parties
hereto wish to amend the terms of any of the Schedules annexed hereto, this
shall be done by way of a written amending agreement (the "Amending Agreement")
setting forth that the particular schedule or schedules being amended are
amended per the terms of the schedule (s) attached to the Amending Agreement,
but otherwise the terms of the Agreement will continue in full force and effect,
mutatis mutandis, and both parties will then sign the Amending Agreement, and
the Amending Agreement will then be attached to this Agreement and then each
page of the Agreement and the Amending Agreement shall then be dated and
initialed by the Parties hereto.
10.5 This Agreement shall endure to the benefit of and be binding upon the
Parties hereto, together with their personal representatives, successors and
permitted assigns.
10.6 This Agreement is a personal services agreement and may not be
assigned by either Party without the prior written consent of the other Party.
10.7 The waiver by either Party of any breach of the provisions of this
Agreement shall not operate or be construed as a waiver by that Party of any
other breach of the same or any other provision of this Agreement.
10.8 The Parties agree to execute and deliver such further and other
documents, and perform or cause to be performed such further and other acts and
things as may be necessary or desirable in order to give full force and effect
to this Agreement.
10.9 The Employee agrees that following the termination of the Employee's
employment with the Corporation for any reason, the Employee shall tender his or
her resignation from any position he or she may hold as an officer or director
of the Corporation or any Related Corporation.
10.10 Should any provision in this Agreement be found to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions of the Agreement shall not be affected or impaired thereby
in any way.
10.11 ANY DISPUTE CONCERNING THE RIGHTS OR OBLIGATIONS OF THE PARTIES TO
THIS AGREEMENT, OR CONCERNING THE INTERPRETATION, VALIDITY OR ENFORCEMENT OF THE
AGREEMENT, SHALL BE SUBMITTED TO BINDING ARBITRATION IN CALGARY, ALBERTA BEFORE
A SINGLE ARBITRATOR PURSUANT TO THE ARBITRATION ACT (ALBERTA). THE DECISION OF
THE ARBITRATOR SHALL BE FINAL AND BINDING ON THE PARTIES, AND THE SUCCESSFUL
PARTY SHALL BE ENTITLED TO RECEIVE ITS SOLICITOR AND CLIENT LEGAL COSTS AND
DISBURSEMENTS INCURRED IN THE ARBITRATION.
ARTICLE XI
REQUIREMENT OF EXISTING MANAGEMENT
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IN WITNESS WHEREOF the Parties hereto acknowledge and agree that they have
read and understand the terms of this Agreement, and that they have had an
opportunity to seek independent legal advice prior to entering into this
Agreement, and that they have executed this Agreement with full force and effect
from the date first written above.
▇▇▇▇-▇▇▇.▇▇▇ Inc.
Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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President, CEO
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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COO
SIGNED, SEALED & DELIVERED
in the presence of:
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Witness [EMPLOYEE] /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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