EMPLOYMENT AGREEMENT
This Employment Agreement (this Agreement) dated as of August 7, 1996 is made by
and between Weining Song (Song) and CanTech Investments Ltd. (CanTech) a
Canadian corporation.
In consideration for their mutual promises and covenants and the terms and
conditions contained in the Agreement, CanTech hereby offers and Song hereby
accepts employment with CanTech upon the terms and conditions set forth herein.
AGREEMENT
1 TERM; TERMINATION OF EMPLOYMENT.
1.1 The term of employment pursuant to this Agreement shall continue until
terminated by CanTech or Song in accordance with this Agreement. Either party
may terminate the employment as follows.
(a) The period of this Agreement will extend for a period of two (2) years
and may be extended subject to agreement by both parties.
(b) Can Tech may terminate Song's employment for cause, if Song has failed
to remedy the non-performance within a reasonable period after written
notice of any of material any non-performance has been given by CanTech
to Song to remedy any instance of material non-performance. For
purposes of the preceding sentence, cause shall include dishonesty,
fraud, conviction or confession of an indictable offense, or of a crime
involving moral turpitude, destruction or theft of CanTech's property,
physical attack resulting in injury to a fellow employee, intoxication
at work, use of narcotics or alcohol to an extent which impairs the
performance of duties, willful malfeasance or gross negligence, use of
narcotics or alcohol to an extent which impairs duties, misconduct
materially injurious to CanTech, non-performance of powers, duties or
responsibilities or any breach or threatened breach of this Agreement.
1.2 If Song's employment is terminated, he shall continue to be bound by the
terms of paragraphs 5 and 6 of this Agreement.
2 POWERS, DUTIES, RESPONSIBILITIES.
Song shall hold the office of Vice President Engineering of CanTech and shall
have the power and authority commensurate with those offices and shall have
responsibilities and shall carry out the duties and responsibilities
commensurate with those offices along with such other reasonable duties as
assigned by the Board of Directors of CanTech from time to time.
3 COMPENSATION.
3.1 CanTech shall pay to Song:
(a) an annual salary of $75,000 effective August 1, 1996;
3.2 As additional compensation, Song shall receive the following benefits:
(a) any and all medical, prescriptions, dental and visual coverage, all
life and accidental death and disability insurance available to
employees of CanTech or any affiliate of CanTech;
(b) paid vacation benefits of 3 weeks per year subject to the normal
policies and procedures established by CanTech from time to time;
(c) Song will be granted a stock option to acquire 150,000 common shares at
$0.70 per share. In addition Song shall be entitled to participate in
any and all stock option plans established by CanTech on such basis
which is commensurate with his position as a senior office of CanTech;
and
(g) Song shall be entitled to participate in any and all bonus programs as
established by the Board of Directors of CanTech from time to time.
4 BENEFITS.
Song shall participate fully in all other benefits provided by CanTech to its
employees.
5 COVENANT NOT TO COMPETE.
In consideration for the employment granted to him by this Agreement, Song
agrees that he will not directly or indirectly compete with CanTech during the
term of his employment with CanTech, or for a period of two (2) years from the
date on which his employment with CanTech terminates. This covenant not to
compete shall include all geographical areas in which CanTech is actively
marketing products as of the termination date and shall prohibit the following
activities:
(a) design, develop, manufacture, produce, sell, market, solicit or accept
orders with regard to any product, concept, or business line which is
directly competitive with any aspect of the business of CanTech as
conducted as of the termination date, whether or not using any
Confidential Information (as defined below);
(b) anywhere in the world where CanTech is actively marketing products or
services as of the date of termination of employment, have any business
dealings or contracts except those which demonstrably do not relate to
or compete with the business or interests of CanTech; or
(c) be an employee, employer, consultant, officer, director, partner,
trustee or shareholder of more than 10% of the outstanding common stock
of any person or entity that does any of the activities just listed.
The foregoing restrictive covenant shall not be considered to be breached by
reason only of Song holding any shares of a corporation where such shares are
publicly traded.
6 OWNERSHIP OF TECHNOLOGY; CONFIDENTIALITY.
Song recognizes and acknowledges that during the course of his employment he
will have access to certain information not generally known to the public,
relating to the products, sales or business of CanTech, which may include
without limitation software, literature, data, programs, customer or contact
lists, sources of supply, prospects or projections, manufacturing techniques,
processes, formulas, research or experimental work, work in process, trade
secrets or any other proprietary or confidential matter (collectively, the
Confidential Information). Song recognizes and acknowledges that this
Confidential Information constitutes a valuable, special and unique asset of
access to and knowledge of which are essential to the performance of Song's
Duties. Song acknowledges and agrees that all such Confidential Information,
including without limitation that which he conceives or develops, either alone
or with others, at any time during his employment CanTech is and shall remain
the exclusive property of CanTech. Song further recognizes, acknowledges and
agrees that in order to enable CanTech to perform services for its customers or
clients, such customers or clients may furnish to CanTech Confidential
Information concerning their business affairs, property, methods of operation or
other data, that the goodwill afforded to CanTech depends upon CanTech and its
employees preserving the confidentiality of such information, and that such
information shall be treated as Confidential Information of CanTech for all
purposes under this Agreement.
6.1 Non-Disclosure. Song agrees that, except as directed by CanTech, Song
will not at any time, whether during or after his employment with CanTech,
use or disclose to any person for any purpose other than for the benefit of
CanTech any Confidential Information, or permit any person to use, examine
and/or make copies of any documents, files, data or other information
sources which contain or are derived from Confidential Information, whether
prepared by Song or otherwise coming into CanTech's possession or control,
without the prior written permission of CanTech.
6.2 Possession. Song agrees that upon request by CanTech, and in any event
upon termination of employment, Song shall turn over to CanTech all
Confidential Information in Song's possession or under his control which
was created pursuant to, is connected with or is derived from Song's
services to CanTech, or which is related in any manner to CanTech's
business activities or research and development efforts, whether or not
such materials are in Song's possession as of the date of this Agreement.
6.3 Saving Provision. CanTech and Song agree that the agreements and
covenants not to compete contained in the preceding paragraphs 5 and 6,
including the scope of the restricted activities described therein and the
duration and geographic extent of such restrictions, are fair and
reasonably necessary for the protection of CanTech's Confidential
Information, goodwill, and other interests, in light of all of the facts
and circumstances of the relationship between Song and CanTech. In the
event a court of competent jurisdiction should decline to enforce any
provision of the preceding paragraphs, such paragraphs shall be deemed to
be modified to restrict Song's competition with CanTech to the maximum
extent, in both time and geography, which the court shall find enforceable.
7 INJUNCTIVE RELIEF.
Song acknowledges that disclosure of any Confidential Information or breach or
threatened breach of the non-competition and non-disclosure covenants or other
agreements contained herein would give rise to irreparable injury to CanTech or
clients of CanTech, which injury would be inadequately compensable in money
damages. Accordingly, CanTech or where appropriate, a client of CanTech, may
seek and obtain injunctive relief from the breach or threatened breach of any
provision, requirement or covenant of this Agreement, in addition to and not in
limitation of any other legal remedies which may be available.
8 GENERAL.
(a) This Agreement is made under and subject to the laws of the Province of
Ontario and the laws of Canada applicable therein.
(b) There are no oral or other agreements which modify or affect this
Agreement.
(c) All dollars expressed in this Agreement are in Canadian dollars.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day, month and year first above written.
CANTECH INVESTMENTS LTD.
Per:
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NAME & TITLE
SIGNED, SEALED AND DELIVERED }
IN THE PRESENCE OF }
}
}
} L/S
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} WEINING SONG