Exhibit 10.11
EMPLOYMENT CONTRACT concluded at the place and date mentioned hereafter,
BETWEEN: MAAX Corporation, a private corporation
incorporated pursuant to Part 1A of the Companies
Act (Quebec), with its head office located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇, represented by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇,
president and CEO, duly authorized as per his
statement;
(hereafter referred to as the "Company")
AND ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, residing at ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇;
(hereafter referred to as the "Employee")
THE COMPANY AND THE EMPLOYEE AGREE TO THE FOLLOWING:
1. EMPLOYMENT
1.1 The Company hires the services of the Employee, who accepts, as Corporate
Vice President of Human Resources and Public Relations for the Company,
all of which is in compliance with the provisions of the present
employment contract (the "Contract").
1.2 The Employee will devote her business time exclusively to the service of
the Company.
2. TERM
2.1 The Contract goes into effect on January 31, 2005 or the day following the
end of her employment contract with her current employer. The Employee
will notify the Company of this date.
3. POWERS AND RESPONSIBILITIES
3.1 Summary
- The Corporate Vice President of Human Resources and Public Relations
reports directly to the President and CEO;
- All Human Resources directors from each MAAX Corporation sector will
report to the holder of this position:
* Wholesale Bathroom Sector Canada
* Wholesale Bathroom Sector USA
* Retail Bathroom Sector
* Spa Sector and
* Kitchen Sector
- The Public Relations Director also reports to the Corporate Vice
President of Human Resources; and
- Member of the MAAX Corporation Executive Committee.
3.2 Job Description
- Efficiently manage the Company's Human Resources components in these
areas:
* Labor relations with employees
* Company's organizational development
* Remuneration policies
* Employee training program
* Performance evaluation program and vitality curve
* Support and advice to members of the executive committee on
everything pertaining to human resources in their respective
sector
* Hiring policy for all Company sectors
* Occupational health and safety
* Development of a profit sharing program and
* Communications with employees
- Align the Business Culture with MAAX's strategic vision in order to
accelerate the reaching of our objectives for our:
* Shareholders
* Customers and
* Employees
4. PLACE OF WORK
4.1 The place of work will be at the Company head office, located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
5. REMUNERATION
5.1 Annual base salary of two hundred and twenty-five thousand dollars
($225,000). Afterwards, there will be an annual review based on the
performance of the Employee and the Company.
5.2 Bonuses of up to 50% of the base salary are based on the results of the
MAAX Corporation under three components:
- Profitability (earnings before interest, tax, depreciation and
amortization);
2
- Operating fund; and
- Strategic objectives.
A program that must be established every year with the President and CEO
and approved by the Board of Directors for all members of the Executive
Committee.
5.3 You will also be entitled to the Company's pension plan. It is a defined
contribution plan and the employer contributes an amount equal to the
employee's contributions, up to a maximum of 4% of the annual salary.
6. STOCK OPTIONS
6.1 As a senior executive of the Company, you can also participate in MAAX's
stock options program. As part of this program, ten thousand (10,000)
shares will be issued to you. Of this number, 30% can be exercised in each
of the subsequent years up to five (5) years, in accordance with the rules
of the plan. They can not be exercised beyond a maximum period of ten (10)
years of their issuing. This stock option is made possible by a resolution
of the MAAX Board of Directors on January 20, 2005.
7. INVESTMENTS - EQUITY PARTICIPATION IN THE COMPANY
7.1 You will also have the opportunity to become a Company shareholder by
investing cash as equity in the MAAX Corporation.
7.2 The details of the shareholder agreement will be made available if you
accept to enroll in this Company investment program.
8. VACATION
8.1 The Employee is entitled, in addition to statutory holidays in the
Province of Quebec and all other holidays decreed by the Company, to four
(4) weeks of paid vacation per calendar year, which can be taken in a
continuous or discontinuous manner at the Employee's discretion.
9. EXPENSES
9.1 The Company will reimburse to the Employee the expenses incurred while
performing her functions on behalf of the Company upon presentation of
pertinent supporting documentation, all of which in compliance with the
regulations and any associated Company policy, if applicable.
10. OTHER BENEFITS
10.1 The Company will place at the disposal of the Employee and will replace
every thirty-six (36) months or sooner, a vehicle equivalent to the
monthly allocation for the present vehicle (approximate market value of
forty-five thousand dollars ($45,000)). The Company will also assume
operating and maintenance expenses upon presentation of the pertinent
supporting documentation.
3
10.2 The Company will pay parking expenses for the vehicle on a monthly basis.
10.3 The Company will place at the disposal of the Employee a cellular
telephone and will assume the activation, subscription and calling
expenses, with the exception of personal calls, upon presentation of
pertinent supporting documentation.
10.4 The Employee will be entitled to all other fringe benefits that are
offered or will be offered by the Company to its other executive
Employees, if applicable.
10.5 As a MAAX Employee, you will be covered by the Company's group insurance
program as of your hiring date.
11. CONTRACT CANCELLATION CLAUSE
11.1 If for whatever reason, the Company wishes to terminate the contract
without just cause, it must pay the Employee, in the form of liquidated
damages, a package amount equivalent to one (1) year of base salary and
target bonus performance.
12. CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION
12.1 The Employee makes a commitment to the Company for the entire duration of
the contract. For an additional period of two (2) years after the end of
the contract, the Employee agrees to a non-competition clause with MAAX
Corporation.
13. OTHER PROVISIONS
13.1 None of the parties can transfer its rights or obligations under the terms
of the Contract without the prior written consent of the other party.
13.2 Use in the Contract of the term "dollars" or the symbol "$" refers to the
currency that has legal tender in Canada.
13.3 The Contract constitutes the complete and full agreement between the
parties in regards to its object, subject to the Stock Option Agreement.
13.4 The simple elapsing of time for the execution of an obligation under the
terms of the Contract will result in a party being in default, without any
other notice or formal demand.
13.5 If a Contract provision were to be declared invalid by a competent court,
the other provisions of the Contract will remain in effect.
4
13.6 The Contract will be interpreted and be governed by the laws in the
Province of Quebec and the applicable Canadian laws.
IN WITNESS WHEREOF, the parties have signed the Contract in ,
Quebec, on January 31, 2005.
The Company
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
President and CEO
The Employee
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
5