EMPLOYMENT AGREEMENT
THIS AGREEMENT DATED JANUARY 1, 2004
BETWEEN:
Organetix, Inc.
(hereinafter referred to as "ORG" and which has as its business address:
▇▇▇▇▇ ▇▇▇, ▇▇▇-▇▇▇ ▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇)
and
MR. L.B. (▇▇▇▇) ▇▇▇▇▇▇
(hereinafter referred to as "▇▇▇▇▇▇" who
resides at:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇)
The following will outline the terms and conditions of ▇▇▇▇▇▇'▇ employment with
ORG ("the Agreement").
(1) ▇▇▇▇▇▇ will be employed by ORG as a senior executive in ORG to undertake
work assigned to the job generally described by the title:
Chairman, President & CEO ("the Position").
(2) Attached hereto as Appendix I, is an outline of the general scope of work,
duties and responsibilities ("the Job Description") for the Position. ORG
reserves the right in its absolute discretion to alter work assignments,
change responsibilities or assign new work, not described in the Job
Description, where deemed by ORG to be within ▇▇▇▇▇▇'▇ capability,
training and aptitude.
(3) The monthly salary associated with the Position (the "Salary") is
$US10,000.00 (less any applicable withholding taxes) and ▇▇▇▇▇▇ shall
receive no less than $US 10,000.00 per month for the term of this
agreement. The Salary shall be paid monthly based on an Annual Salary of
$US 120,000.00. ▇▇▇▇▇▇ has the sole option to reduce the monthly Salary on
a month to month basis based on ORG's financial capabilities and or
exchange the Salary in part or in whole for common shares and or stock
options and or warrants when agreed to by ▇▇▇▇▇▇ and the Board of
Directors of ORG at the fair market value at the date of exchange.
(4) The Salary and Job Description shall be reviewed by December 31, 2004 and
annually upon the anniversary date of this Agreement ("the Anniversary
Date"). For purposes of clarity, the agreed upon Salary for ▇▇▇▇▇▇ for the
year 2005 is agreed to be a minimum of $US 15,000.00 per month and for
2006 is agreed to be a minimum of $US 20,000.00 per month. The Salary may
be adjusted upward based upon ▇▇▇▇▇▇'▇ performance as evaluated and
approved by ORG's Board of Directors. ORG will implement a Performance &
Profit Sharing Plan ("the Incentive Plan") and ▇▇▇▇▇▇ will participate in
the Incentive Plan and will be eligible to receive performance cash
payments, stock options and other performance incentives assigned to the
Position from the Incentive Plan.
1
(5) When ▇▇▇▇▇▇ reaches the deemed maximum Salary for the position, a yearly
cash performance bonus may be granted where recommended by and supported
by ORG's Board of Directors.
(6) At such time as ORG implements a medical and dental benefit plan ("the
Benefit Plan"), ▇▇▇▇▇▇ will be eligible to receive benefits that ORG will
assign to the Position providing ▇▇▇▇▇▇ meets the minimum qualifying
criteria as defined in the Benefit Plan. ▇▇▇▇▇▇ will be obligated to
participate in those group benefits defined in the Benefit Plan where 100%
coverage is mandatory.
(7) ▇▇▇▇▇▇ will receive Statutory Holidays, Personal leave and any other
personal benefits as defined by the Board. The exception shall be vacation
entitlement where ▇▇▇▇▇▇ will receive a special benefit of 6 weeks (30
work days) annual vacation with pay. For the purposes of vacation
entitlement, entitlement shall be allotted annually based upon the
calendar year, and ▇▇▇▇▇▇'▇ remaining entitlement for 2003 shall be the
prorated annual balance of the number of vacation days described herein
commencing on the date of this Agreement.
(8) ▇▇▇▇▇▇ shall report to work at times and locations ("the Place of Work")
prescribed by ORG and ▇▇▇▇▇▇ will establish the Place of Work.
(9) The Position is a senior executive position and will not be eligible for
overtime payments. ▇▇▇▇▇▇ acknowledges assignments may require work time
outside normal working hours and beyond a 40 hour work week. ORG
acknowledges ▇▇▇▇▇▇ has personal and family business interests outside of
ORG ("Outside Interests") which will require his time and attention.
▇▇▇▇▇▇ pledges to organize his time and schedule so as functions, time and
work at ORG receives first priority, and to provide continuous contact
details so as to be available to the Board and staff at all reasonable
times when away from ORG. ▇▇▇▇▇▇ further pledges his ability to perform
ORG assigned duties and meet ORG assigned due dates shall not be affected
by his Outside Interests.
(10) ORG will provide ▇▇▇▇▇▇ with all administrative equipment and supplies
necessary to complete assigned duties and shall reimburse or supply ▇▇▇▇▇▇
with equipment where deemed necessary by ORG to complete assigned work.
▇▇▇▇▇▇ will be obligated to use safety equipment provided where mandated
by ORG and shall save ORG harmless from any injury or damage which may be
incurred from failure to use safety equipment.
(11) ▇▇▇▇▇▇ shall maintain expense sheets in the format, on the forms and on
the schedules prescribed by ORG.
(12) ▇▇▇▇▇▇ will be reimbursed for approved expenses incurred while carrying
out assignments on behalf of ORG. In addition, ▇▇▇▇▇▇ shall receive a Car
Allowance of $US 700.00 per month, and this Allowance shall be full and
complete compensation for auto expenses incurred by ▇▇▇▇▇▇ in conducting
ORG's business.
(13) If ▇▇▇▇▇▇ at any time by reason of illness or mental or physical
disability be incapacitated in ORG's sole opinion, relying on the advice
of a doctor qualified to practice medicine in the Province of Alberta,
from performing the Job Description assigned to the Position, and the
incapacity continues for a period of 90 days, and at the request of ORG,
▇▇▇▇▇▇ furnishes satisfactory evidence of the incapacity and the cause of
it, the Employment Agreement shall immediately terminate and ▇▇▇▇▇▇ shall
receive whatever disability benefits are available through the Benefit
Plan.
2
(14) The Employment Agreement may be terminated by either party as follows:
(a) by ▇▇▇▇▇▇ - at no time prior to December 31, 2006 unless termination
is mutually agreed between ORG and ▇▇▇▇▇▇,
(b) by ORG - in its absolute discretion, without any notice or pay in
lieu thereof, for Cause.For the purposes of this
Agreement, Cause shall include:
(i) cause as defined under common law;
(ii) if the employee is convicted of an indictable offense
that is of a kind that is related to the qualifications,
functions or duties of the employee and either the time
for making the appeal has expired without the appeal
having been made or the appeal has been finally disposed
of by the Courts or abandoned; or
(iii) if he is guilty of a material breach provided that the
employee has been provided with 20 days' notice of such
default under the Agreement (the "Default Notice") and
has not cured such default within the Default Notice
period.
(c) by ORG - at no time prior to December 31, 2006 unless for Cause
as defined in Clause 14 (b), or termination is mutually
agreed between ▇▇▇▇▇▇ and ORG,
after December 31, 2006 upon delivering to ▇▇▇▇▇▇ 90
days written notice and the payment of severance equal
to 12 month's Salary amounting to the Salary being paid
per month at the date of notice.
(15) Upon termination for Cause, ▇▇▇▇▇▇ shall immediately resign from the
Position and any other appointments held in the name of ORG, and ▇▇▇▇▇▇
shall not be entitled to severance or compensation for loss of office or
otherwise by reason of the termination.
(16) Upon termination for any reason, any and all monetary benefits, assigned
options or shares, or other contracted and/or accrued benefits or
obligations ORG has with ▇▇▇▇▇▇ to the date of such termination, shall be
the absolute property of and shall be payable to ▇▇▇▇▇▇ in accordance with
the terms of contracts or agreements covering such accrued benefits.
(17) As soon as economically feasible, ORG agrees to provide Directors and
Officers insurance and insurance to cover public liability, product
liability and errors and omissions insurance, which in no case shall be
less than the insurance which a reasonable and prudent businessman
carrying on a similar line of business would acquire. This insurance shall
be placed with a reputable and financially secure insurance carrier, shall
include ▇▇▇▇▇▇, as additional insureds, and shall provide primary coverage
with respect to the activities contemplated by this Agreement. Such policy
shall include severability of interest and cross-liability clauses and
shall provide that the policy shall not be cancelled or materially altered
except upon at least 30 days written notice to ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall have
the right to require reasonable amendments to the terms or the amount of
coverage contained in the policy. Failing the parties agreeing on the
appropriate terms or the amount of coverage, then the matter shall be
determined by arbitration as provided for herein. The Licensee shall
provide ▇▇▇▇▇▇ with certificates of insurance.
3
(18) This Employment Agreement constitutes the entire agreement between the
parties and there are no collateral agreements, warranties,
representations or understandings, save as expressly contained herein.
(19) ▇▇▇▇▇▇ shall be bound to the terms and conditions of confidentiality and
non-disclosure.
(20) No modification to the Employment Agreement will be binding unless
attached hereto as an Attachment and signed by ▇▇▇▇▇▇ and a duly
authorized officer of ORG.
(21) This Agreement shall be governed and interpreted according to the laws of
the Province of Alberta.
IN WITNESS WHEREOF, the parties hereto executed this Employment Agreement
effective the date indicated.
ORGANETIX, INC.
Corporate Seal
per: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman of Organetix Compensation Committee
Per: /s/ L. B. (▇▇▇▇) ▇▇▇▇▇▇
-----------------------
L.B. (▇▇▇▇) ▇▇▇▇▇▇
Per: /s/ L. B. (▇▇▇▇) ▇▇▇▇▇▇
-----------------------
Lennox Resources Ltd.
4
APPENDIX I
JOB DESCRIPTION
for: L.B.(▇▇▇▇) ▇▇▇▇▇▇ (hereinafter referred to as ▇▇▇▇▇▇)
Position Title: CHAIRMAN, PRESIDENT & CEO
▇▇▇▇▇▇ shall perform the duties of Chairman, President & CEO being generally
described as follows:
Reporting to the Board, ▇▇▇▇▇▇ will:
1. Assume direct responsibility for achieving ORG's Business Plan and
Financial Plan, and proposing amendments to the Plans as deemed necessary
based upon the organization's performance and changes in market
conditions.
2. Prepare reports as required by the Board summarizing ORG's progress
relating to the Business Plan and the Financing Plan.
3. Prepare ORG's short term and long term staffing plan and secure Board
approvals, propose organizational structures, establish job descriptions,
initiate recruitment and participate in the interview and selection
process.
4. Set goals and objectives for ORG's staff, on a quarterly basis, and
provide advice, direction and guidance to ORG's staff to assist in
achieving defined goals and objectives.
5. Develop budget proposals for the Board's review and approval, allocate
approved budgets to ORG's staff, monitor expenditures and staff's
performance in meeting budget targets, approve requests for funds, propose
amendments to budgets and/or the Financing Plan and prepare documentation
as required to seek Board approval to amend the Financing Plan.
6. Review staff's performance in achieving short term and long term goals and
objectives as delegated from the Business Plan and the Financial Plan, or
as amended by the Board, and recommend the granting of options, bonuses,
non-monetary incentives, profit sharing and other rewards to staff as
assigned to ORG by ORG's Board.
7. Assist in preparing, implementing and monitoring the advertising,
promotion, and investor relations program (the "Public Relations Program")
to present and expose ORG's products to the widest possible customer base,
and represent ORG when required for investor, public and media relations
when asked to do so by the Board or when called for in the Public
Relations Program.
5
8. Develop and propose marketing and sales strategies and assist in
implementing strategic sales and marketing plans to maximize revenue and
profit from the sale of ORG's products or services, to penetrate new
markets and to introduce new products and/or services.
9. Establish and assist ORG's Executive Committee.
10. Evaluate new potential products, technology, additives, suppliers,
applications and potential product improvements recommended by staff,
customers or other end-users, make recommendations to the Board concerning
their marketability and feasibility, and budget, direct and coordinate
trials, tests and research to evaluate improvements and to keep ORG one
step ahead of the competition. Evaluate and plan potential treatment
clinics in Punta Cana, DR and or Mexico.
11. Keep informed about industry developments, the competition, new
technology, new products and new ideas by attending trade shows,
exhibitions and conferences and by reviewing industry publications, news
articles, association journals, research reports and other documentation,
and by strategic networking.
12. Assist in identifying, evaluating and proposing target corporate or
technology acquisitions for ORG and ORG to diversify product lines and
maximize profitability.
13. Oversee all the research, patents, clinical trials, and Peru operations.
Perform other corporate and administrative functions as may be assigned or
requested by the Board.
6