ids
INTELLIGENT DETECTION SYSTEMS
EMPLOYMENT AGREEMENT
THIS AGREEMENT Dated as of the 1st day of September 1998
BETWEEN:
▇▇▇▇▇▇▇ ▇▇▇▇▇, of the Town of Ottawa and the Province of Ontario in Canada (Here
in called the "Executive")
OF THE FIRST PART
- and -
IDS INTELLIGENT DETECTION SYSTEMS INC., a corporation incorporated
under the laws of the Province of Ontario (hereinafter called the
"Corporation")
OF THE SECOND PART
AND WHEREAS the Executive entered into a written Employment Agreement
with the Corporation on October 15th, 1997.
AND WHEREAS the Corporation wishes to continue to employ the Executive
and the Executive wishes to be employed by the Corporation on the terms
and conditions hereinafter provided:
AND WHEREAS the Executive will receive, inter alia, increased salary
and incentive compensation in consideration for executing the within
Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and agreements in this Agreement, it is agreed by and
between the Executive and the Corporation as follows:
1. EMPLOYMENT
The Executive shall serve the Corporation as Chairman,
President & CEO of IDS and all of its subsidiaries and shall
perform such duties and exercise such powers as may from time
to time be assigned to or vested in him by The Board of
Directors of the Corporation. In the capacity of Chairman,
President & CEO, the Executive shall report directly to the
Board of Directors. In a senior role there are no set
working hours nor overtime or travel time as senior Executives
are expected to dedicate as much time as is required to fulfil
their responsibilities.
2. TERM & SUCCESSION
The employment of the Executive shall continue for an initial four (4)
years (the "Initial Term") unless terminated earlier by the Corporation
in accordance with the provisions hereof. Notwithstanding the
termination of the Executive's employment hereunder, Sections
7.1,7.2,7.3,7.4, and 7.5 hereof shall continue to be in force.
Following the completion of the Initial Term, this Agreement shall
renew for a further three (3) year term in accordance with the
provisions hereof. Notwithstanding the termination of the Executive's
employment hereunder, Sections 7.1,7.2,7.3,7.4, and 7.5 hereof shall
continue to be in force.
Following the completion of the second (three year) term, this
Agreement shall renew for successive one (1) year terms in accordance
with the provisions hereof. Notwithstanding the termination of the
Executive's employment hereunder, Sections 7.1,7.2,7.3,7.4, and 7.5
hereof shall continue to be in force.
If within the first forty eight (48) months the Executive has not
received a contract renewal for an additional three (3) year term, then
the Executive will be entitled to receive 200,000 options of the
Corporations stock at fair market value and discounted by 50%. These
options shall be made available to the Executive forty-eight (48)
months from the date of acceptance of this Employment Agreement.
3. REMUNERATION
3.1 Salary and Bonus
Except as the Corporation and the Executive may otherwise agree, in
writing, the Executive shall be entitled to the following salary and
bonus arrangement:
(a) The Executive shall receive a base salary of $275,000.00
Canadian per annum paid in biweekly installments (the "base
salary"). The Base Salary shall be reviewed at least annually
by the Compensation committee of the Corporation's Board of
Directors to determine if an increase is appropriate, which
increases shall be in the sole discretion of the Corporation's
Compensation Committee: and
(b) The Executive shall receive a cash bonus of 75% of his
annual base salary if certain targets are met. The Executive
will receive 33% of his bonus which will be payable upon
achieving the Board approved budget revenue target, and he
will receive 66% of his bonus upon achieving the budgeted
earnings per share targets. For revenue attained above the
Board budget, the Executive will receive I % of revenue. The
bonus for 1998 will be based on performance in the last two
quarters of 1998 and
therefore represent 50% of the total annual bonus entitlement as a percentage of
salary; and
(c) The Executive shall be entitled to participate in any
other bonus plan that may be administered by the Corporations'
Board of Directors from time to time, in accordance with the
terms of such plan.
Subject to Board approval, the Executive may be entitled to participate
in a Super Bonus Plan based on incremental revenue over and above the
Corporate target. The Super Bonus Plan will be determined by the senior
management acting on the Board's authority. The basis for the Super
Bonus Plan for the last half of 1998 is set out in Appendix B.
3.2 Benefits
The Executive and his dependents shall be entitled to participation in
the benefits offered by the Corporation including, in particular, the
following benefits (the "Benefits"):
a) participation in the Corporation's medical and group health
insurance plan (the "Plan"); participation in such improvement
to the Plan as the Corporation may introduce from time to
time; it is expressly understood and agreed that coverage
under the Plan should continue while the Executive is employed
and, subject to section 5 .3, for the twelve (12) month period
following termination under Section 5.2; and
b) Car allowance of $800.00 Canadian per month; and
c) Health club membership allowance not to exceed $50.00
Canadian per month upon presentation of valid receipt; and
d) The Corporation shall reimburse the Executive for his
social club membership.
3.3 Vacation
The Executive shall be entitled to six (6) week's paid vacation per
year. Such vacation will be taken at such time as is most convenient,
considering the demands of the business of the corporation and the
personal plan of the Executive. No vacation time will be carried over
from one calendar year to another.
3.4 Stock Option Plan
In addition to the stock options already granted to the Executive, the
Executive will receive options to buy a further 120,000 of the
Corporations shares under the IDS 1997 Stock Option Plan. The exercise
price of these options will be $2.00 per share .The shares will vest
over three years with 1/12 of the total options vesting at the end of
every calendar
quarter starting from the completion of the first full calendar quarter
ending after the date of this contract. Thus every calendar quarter
10,000 options will vest and be exercisable.
4. EXPENSES
4.1 General
The Corporation shall reimburse the Executive for all traveling and
entertainment expenses and other disbursements actually and properly
incurred by him in connection with his duties hereunder or otherwise
properly incurred by him for and on behalf of the Corporation, upon
presentation of reasonably acceptable evidence of the Executive having
incurred such expenses and disbursements.
4.2 Relocation Expenses
(a) The Corporation will arrange and pay for relocation of the
Executive and his family from Ottawa to Toronto. This will
include the packing and transporting of the Executive's
personal effects to Toronto, including appliance disconnection
and reconnection, transportation of personal vehicles and
house cleaning.
(b) Real estate commissions and legal fees relating to the
sale of the Executive's house not to exceed 6% of the sale
value of the house. Alternatively, in the event that the
Executive decides to rent out the house, the Corporation will
pay the Executive $10,000.00 to cover the costs of finding
tenants and employing a managing agent for the property.
(C) If necessary, the cost of temporary accommodation in
Toronto for the Executive and his family while they secure
permanent accommodation.
(d) The cost of airfare for the Executive and his family from
Ottawa to Toronto. This will include two trips for the
Executive and his family.
(e) The Executive will provide detailed receipts for all
expenses outlined in 4.2 (a), (b), (c), and (d).
5. TERMINATION OF EMPLOYMENT
5.1 Termination by Corporation for Cause
The employment of the Executive may be terminated at any time by notice
in writing from the Corporation to the Executive, for cause, in which
event the Executive shall not be entitled to a notice period or
compensation in lieu of notice.
5.2 Termination by Corporation Without Cause
The employment of the Executive may be terminated without cause at any
time by the Corporation upon twenty-four (24) months written notice or
upon payment to the Executive of a lump sum amount equivalent to
twenty-four (24) months cash compensation together with all benefits
continuation for twenty-four months.
In the event that the Executives employment with the Corporation is
terminated without cause, the Executive will be entitled to receive
200,000 share options of the Corporations stock at fair market value
and discounted by 50%.
5.3 Exception of Benefits Continuance
Notwithstanding Sections 3.2 and 5.2, to the extent that the
Corporation, acting reasonably, is unable to continue a particular
Benefit following the Executive's termination (which for instance, it
expects to be case with respect to long-term disability insurance and
accidental death & dismemberment insurance, if any), the Corporation
may, at its option, make one or more cash payments equal to the value
of the relevant benefit to the Executive or pay to the Executive the
amount that would have been required, as and when the same would have
been required, to maintain the relevant benefit in place had the
Executive continued to be employed by the Corporation.
5.4 Fair and Reasonable
The parties confirm that the provision contained in this Article 5 are
fair and reasonable and the parties agree that upon termination of this
Agreement pursuant to any of the provisions hereof, the Executive shall
have no action, cause of action, claim or demand against the
Corporation or any other person as a consequence of such termination,
so long as the Corporation fulfills its obligations hereunder. The
parties acknowledge that the terms of this Agreement constitute a
better benefit on account of termination pay and severance pay that the
minimum requirements of the Employment Standards Act.
5.5 Resignation by Executive
In the event that the Executive decides on his own accord to resign
from IDS, it is agreed that he must give the Corporation 3 month's
notice. The Corporation at its discretion may decide to shorten this
period to a shorter period.
6. RETURN OF PROPERTY
Upon any termination of this Agreement, the Executive shall at once
deliver, or cause to be delivered, to the Corporation all books,
documents, effects, money, securities or other property belonging to
the Corporation (or any affiliate of the Corporation), or for which the
Corporation (or any affiliate of the Corporation), is liable to others,
which are in the possession, charge, care, control or custody of the
Executive.
7. COVENANTS OF EXECUTIVE
7.1 Non-Disclosure
The Executive shall not (either during the continuance of this
employment hereunder or at any time thereafter) disclose the private
affairs of the Corporation or any secrets of the Corporation to any
person other than the directors of the Corporation or for the
Corporation's purposes and shall not (either during the continuance of
this employment hereunder or at any time thereafter) use for his own
purpose or for any purposes other that those of the Corporation any
information he may acquire relating to the private affairs of the
Corporation or its trade information secrets. The Executive shall also
execute, in favor of the Corporation, the Corporations standard form of
Intellectual Property and Confidential Information Agreement.
7.2 Non Competition
The Employee covenants and agrees with the Corporation that he will not
(without the prior written consent of the Corporation) at any time
during his employment, or for a period of:
a) Twelve (12) months following the date of the termination of his employment by
the Corporation without cause; or
b) Twenty Four (24) months following the date of: (i) the
termination of his employment by the Corporation with cause or
(ii) his resignation from employment with the Corporation,
individually or in partnership or in conjunction with any person or
persons, firm, association, syndicate, company or corporation as
principal, agent shareholder or in any other manner whatsoever carry on
or be engaged in or be concerned with or interested in or advised, lend
money to, guarantee to the debts or obligations of or permit his name
or any part thereof to be used or employed by any person or persons,
firm, association, syndicate, company or corporation engaged in or
concerned with or interested in any business directly competitive with
the business being carried on by the Corporation presently and/or at
the time of such termination of employment, except as an officer,
director and/or Employee of the Corporation.
7.3 Non-Solicitation of Clients.
The Executive agrees that during the term of this Agreement, and for a
period of:
a) Twelve (12) months following the date of the termination of his employment by
the Corporation without cause; or
b) Twenty-four (24) months following the date of: (i) the
termination of his employment by the Corporation with cause or
(ii) his resignation from employment with the Corporation,
he shall not, directly or indirectly, contact or solicit any Clients of
the Corporation (as hereinafter defined) for the purpose of selling or
supplying to Clients of the Corporation any products or services which
are competitive with the products or services sold or supplied by the
Corporation at the time of the termination of this Agreement. The term
"Client of the Corporation" in this Section 6.3 means any business or
organization that:
(i) Was a client or customer of the Corporation at the time of the termination
of this Agreement; or
(ii) Became a client or a customer of the Corporation within
six (6) months after the termination of this Agreement if the
Executive was involved with the marketing efforts in respect
of such client prior to the termination of this Agreement.
7.4 Non-Solicitation of Executives
The Executive covenants and agrees that during the term of this
Agreement and for a period of:
(a) twelve (12) months following the date of termination of his employment by
the Corporation without cause; or
(b) Twenty four (24) months following the date of (i) the
termination of his employment by the Corporation with cause or
(ii) his resignation from employment with the Corporation,
he shall not directly or indirectly hire any Executives of or
consultants to the Corporation nor shall he solicit or induce or
attempt to induce any persons who were Executives of or consultants to
the Corporation at the time of such termination or during the ninety
(90) days immediately preceding such termination, to terminate their
employment or consulting agreement with the Corporation.
7.5 Reasonableness of Non-Disclosure, Non-Competition and Non Solicitation
Obligations
The Executive acknowledges and agrees that the obligations in Sections
7.1, 7.2, 7.3 and 7.4 are fair and reasonable given that, among other
reasons the sustained contact
he will have with the clients and customers of the Corporation will
expose him to confidential information regarding the particular
requirements of these clients and the Corporation's unique methods of
satisfying the particular requirements of these clients, all of which
the Executive agrees not to act upon to the detriment of the
Corporation. The Executive agrees that the obligations in Sections 7.1,
7.2, 7.3 and 7.4, together with his other obligations under this
Agreement, are reasonably necessary for the protection of the
Corporation's proprietary interests. The Executive further confirms
that the unlimited geographic scope of the obligation in Section 7.2 is
reasonable given the international nature of the market for the
products and services of the Corporation. The Executive hereby agrees
that all restrictions in Article 7 are reasonable and valid and all
defenses to strict enforcement thereof by the Corporation are hereby
waived by the Executive.
7.6 Cumulative Rights
The various rights and remedies of the Corporation hereunder are
cumulative and non-exclusive of one another. The use of or resort to
any one such right or remedy shall not preclude or limit the exercise
of any other right or remedy by the Corporation. The provisions of the
Agreement shall not in any way limit or abridge the rights of the
Corporation in the obligations of the Executive at common law or under
statue, including but not limited to the laws of unfair competition,
copyright, trade secrets, and trade-▇▇▇▇, all of which shall be in
addition to the Corporation's rights and the Executive's obligations
under this Agreement. The Executive shall be deemed to be a fiduciary
of the Corporation.
8. GENERAL
8.1 Sections and Headings
The division of the Agreement into Articles and Sections and the
insertion of heading are for the convenience of reference only and
shall not affect the construction or interpretation of this Agreement
The terms "this Agreement", "hereof", "hereunder", and similar
expressions refer to this Agreement and not to any particular Article,
Section, or other portion hereof and include any agreement or
instrument supplemental or ancillary hereto. Unless something in the
subject matter or context is inconsistent therewith, references herein
to Articles and Sections are to Articles and Sections of this
Agreement.
8.2 Number and Gender
In this Agreement words importing the singular number only shall
include the plural and vice versa and words importing the masculine
gender shall include the feminine and neuter genders and vice versa and
words importing persons shall include individuals, partnerships,
associations, trusts, unincorporated organizations and corporations and
vice versa.
8.3 Benefit of Agreement
This agreement shall ensure to the benefit of and be binding upon the
heirs, executors, administrators and legal personal representatives of
the Executive and the successors and permitted assigns of the
Corporation respectively.
8.4 Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the Laws of Canada applicable
therein.
8.5 Entire Agreement
This Agreement, together with the separate Intellectual Property and
Confidential Information Agreement executed by the Executive in favor
of the Corporation, constitutes the entire agreement between the
parties with respect to the subject matter hereof and cancels and
supersedes any prior understandings and agreements between the parties
hereto with respect thereto. There are no representations, warranties,
forms, conditions, undertakings or collateral agreements, implied or
statutory between the parties other than as expressly set forth in this
Agreement.
8.6 Severability.
If any provision of this agreement is determined to be
invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall attach only to such provision or part there of
and the remaining part of such provisions and all other provisions
hereof shall continue in full force and effect.
8.7 Notice.
Any demand, notice or other communication (hereinafter in this
Section 8.7 referred to as a "communication") to be given in connection
with this Agreement shall be given by personal delivery or transmitted
by telecopier or other form of recorded communication, tested prior to
transmission to such party, addressed to the recipient as follows:
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
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To the Corporation at:
1 First Canadian Place
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ IBI
Telecopier
Attention: The Board of Directors
or such other address or individual as may be designated by notice by either
party to the other. Any Communication given by personal delivery shall be
conclusively deemed to have been given on the day of actual delivery thereof
and, if made or given by or transmitted by telecopier or other form of recorded
communication shall be deemed to have been given and received on the date of its
transmission provided that if such date is not a business day or if it is
received after the end of the normal business hours on the date of its
transmission then shall be deemed to have been given and received at the opening
of business in the office of the addressee on the first business day next
following the transmission hereof. For the purpose of this Agreement, a business
day shall mean any day other than Saturday, Sunday or statutory holiday in the
Province of Ontario.
Any party may change its address for service from time to time by giving seven
(7) days' notice to the other party in accordance with the foregoing.
8.8 Independent Legal Advise
The Executive acknowledges that he has had the opportunity to obtain independent
legal advise and: a) that he has been fully informed as to his rights and
obligations under the terms of this Agreement; and b) with such knowledge, he
has executed this agreement freely and voluntarily and without any duress.
IN WITNESS WHEREOF the parties have executed this Agreement
SIGNED, SEALED AND DELIVERED)
in the presence of
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇
Witness ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------
Board of Directors
IDS Intelligent Detection Systems Inc.
----------------------
Board of Directors
IDS Intelligent Detection Systems Inc.
IDS
INTELLIGENT DETECTION SYSTEMS
Appendix A
IDS Intelligent Detection Systems
Intellectual Property and Confidential Information Agreement
This is an Agreement between IDS Intelligent Detection Systems and its
subsidiaries and affiliates (hereinafter called "Company") and myself. It
supersedes all previous agreements, if any, between the Company and myself with
respect to the subject matter of this Agreement.
I recognize that the Company is engaged in a continuous program of research and
development and the marketing of products incorporating such research and
development, and that the Company also provides technical support, consultation
and training services relating to those products. I also recognize the
importance of protecting the Company's trade secrets, confidential information
and other proprietary information and related rights acquired through the
Company's expenditure of time, effort and money.
Therefore, in consideration of the Company retaining me as an employee,
independent contractor or otherwise to perform work on its behalf (hereinafter
called "Engagement"), I make the following representations and agree to the
following terms and conditions of my Engagement:
1. Definitions
For purposes of this Agreement:
(a) "Confidential Information" includes any of the following:
i) any and all versions of the software and related
documentation owned or marketed by the Company, as well as the
software and documentation owned by the Company's suppliers
and used internally by the Company, including all related
algorithms, concepts, data, designs, flowcharts, ideas,
programming techniques, specifications and source code
listings;
2. Non-Disclosure of Confidential Information
ii) all Developments (as defined below);
iii) information regarding the Company's business operations,
methods and practices, including marketing strategies, product
pricing, margins, hourly rates, per diems and
iv) information regarding the financial affairs of the Company;
iv) the names of the Company's clients and the names of the suppliers of
computer services and software to the Company, and the nature of the Company's
relationships with these clients and suppliers;
v) Company obtained in order for the Company to provide such clients with
software products and services, including information regarding the data
processing requirements and the business operations, methods and practices and
product plans of such clients; and
vi) any other trade secret or confidential or proprietary
information in the possession or control of the Company, but
Confidential Information shall not include information which:
1) is or becomes generally available to the public without my fault;
2) is lawfully obtained by me from a third party or parties unconnected with the
Company, without breach of any confidentiality obligations; or
3) is disclosed under operation of the law.
b) "Developments" include, without limitation:
i) all software, documentation, source code listings, flowcharts,
drawings, specifications, user manuals, procedures, databases,
compilations, designs, reports, trademarks and any related works,
including any enhancements, modifications, or additions to the
foregoing or to any products owned, marketed or used by the Company,
and
ii) all inventions, devices, discoveries, concepts, ideas, algorithms,
formulae, know-how, processes, techniques, systems and improvements,
whether patentable or not, which relate, directly or indirectly, to the
business of the Company or any of my Engagement activities and which
are developed, created, generated or reduced to practice by me, alone
or jointly with others, during my Engagement with the Company, whether
during or after working hours and whether or not resulting from the use
of the premises or property of the Company.
2. Non-Disclosure of Confidential Information
At all times during and subsequent to the termination of my Engagement with the
Company, I shall keep in strictest confidence and trust the Confidential
Information, I shall take all necessary precautions against unauthorized
disclosure of the Confidential Information, and I shall not directly
or indirectly disclose, allow access to, transmit or transfer the Confidential
Information to a third party, nor shall I copy or reproduce the Confidential
Information except as may be reasonably required for me to perform my duties for
the Company.
Restricted Use of Confidential Information
a) At all times during and subsequent to the termination of my
Engagement with the Company, I shall not use the Confidential
Information in any manner except as reasonably required for me to
perform my duties for the Company.
b) Without limiting my obligations under subsection 3 (a), I agree that
at all times during and subsequent to the termination of my Engagement
with the Company I shall not use or take advantage of the Confidential
Information for creating, maintaining or marketing, or aiding in the
creation, maintenance or marketing, of any software which is
competitive with any software owned or marketed by the Company.
c) Upon the request of the Company, and in any event upon the
termination of my Engagement with the Company, I shall immediately
return to the Company all materials, including all copies in whatever
form, containing the Confidential Information which are in my
possession or under my control.
4. Ownership of Confidential Information
a) I acknowledge and agree that I shall not acquire any right, title or
interest in or to the Confidential Information.
b) I agree to make full disclosure to the Company of each Development
promptly after its creation. I hereby assign and transfer to the
Company, and agree that the Company shall be the exclusive owner of,
all of my rights, title and interest, to each Development throughout
the world, including all trade secrets, patent rights, copyrights and
all other intellectual property rights therein. I further agree to
cooperate fully at all times during and subsequent to my Engagement
with respect to signing further documents and doing such acts and other
things reasonably requested by the Company to confirm such transfer of
ownership of rights, including intellectual property rights, effective
at or after the time the Development is created and to obtain patents
or copyrights or the like covering the Developments. I agree that the
obligations in this clause b) shall continue beyond the termination of
my Engagement with the Company with respect to Developments created
during my Engagement with the Company.
c) I agree that the Company, its assignees and their licensees are not
required to designate me as the author of any Developments. I hereby
waive in whole all moral rights which I may have in the Developments,
including the right to the integrity of the Developments, the right to
be associated with the Developments, the right to restrain or claim
damages for any distortion, mutilation or other modification of the
Developments, and the right to
restrain use or reproduction of the Developments in any context and in
connection with any product, service, cause or institution.
5. No Conflicting Obligations
a) I acknowledge and represent to the Company that my performance
during the period of my Engagement with the Company shall not breach
any agreement or other obligation to keep confidential the proprietary
information of any prior employer of mine or any other third party. I
further acknowledge and represent that I am not bound by any agreement
or obligation with any third party which conflicts with any of my
obligations under this Agreement.
b) I represent and agree that I will not bring to the Company, and
shall not use in the performance of my work with the Company, any trade
secrets, confidential information and other information of any prior
employee of mine or any other third party. I represent and agree that
in my work creating Developments I will not knowingly infringe the
intellectual property rights, including copyright, of any third party.
6. Enforcement
I acknowledge and agree that damages may not be an adequate remedy to compensate
the Company for any breach of my obligations contained in this Agreement, and
accordingly, I agree that in addition to any and all other remedies available,
the Company shall be entitled to obtain relief by way of a temporary or
permanent injunction to enforce the obligations contained in this Agreement.
7. General
a) This Agreement shall be governed by and construed in accordance with
the laws in force in the Province of Ontario and any laws of Canada applicable
thereto. If any provision of this Agreement is wholly or partially unenforceable
for any reason, such unenforceable provision or part thereof shall be deemed to
be omitted from this Agreement without in any way invalidating or impairing the
other provisions of this Agreement. In this Agreement any reference to a
termination of Engagement shall include termination for any reason whatsoever
and with or without cause.
b) The obligations herein may not be changed or modified, released or
terminated, in whole or in part, except in writing signed by an officer
of the Company and me.
c) The rights and obligations under this Agreement shall survive the
termination of my Engagement and shall endure to the benefit of and
shall be binding upon i) my heirs and personal representative and ii)
the successors and assigns of the Company.
d) I HAVE READ THIS AGREEMENT, UNDERSTAND IT, RAVE HAD THE
OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE IN
RESPECT OF IT, AND I AGREE TO ITS TERMS. I acknowledge having received
a fully executed copy of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by me and the Company as
of the 15th day of December, 1998.
SIGNED, SEALED AND DELIVERED in the presence of:
Employee IDS Intelligent Detection Systems
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Human Resources Manager