Exhibit 10.5
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT dated as of February 1st 2001 ("Agreement Date") is between
SoftQuad Software Inc. (the "Company") and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Executive").
WHEREAS the Company wishes to employ the Executive on the terms and conditions
set out below and the Executive wishes to be so employed by the Company.
NOW THEREFORE for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
ARTICLE I: TERM
1.1. Employment. The Company shall employ the Executive and the Executive
shall perform services on behalf of the Company as its employee as provided
herein during the Term (as hereinafter defined).
1.2. Term. Subject to the terms and conditions hereinafter set forth, the
period of active employment (the "Employment Period") shall begin on February 1,
2001 (the "Employment Start Date") and shall expire on January 31, 2002 or the
first to occur of the following:
(a) the termination of the Executive's employment by the Company for cause
as provided in Section 6.1 hereof;
(b) the resignation of employment by the Executive pursuant to Section 6.2
hereof; or,
(c) the termination of this Employment Agreement pursuant to either
Sections 6.3 or 6.4 hereof.
ARTICLE II: RESPONSIBILITIES
2.1. Title and Duties. Executive shall be employed as the Chief Financial
Officer and shall report to ▇▇▇▇▇▇▇ Dressinower (C.E.O.). Executive's duties
shall include the management, direction, and administration of Corporate
Finance, Human Resources, Compliance, and Information Technology functions of
the Company (the "Duties").
2.2. Full Time and Attention. The Executive shall devote full time and
attention to the Executive's Duties hereunder, provided, however, that the
Executive may manage his/her own personal affairs and may serve as a member of
the board of directors of other companies and be compensated accordingly,
provided that such membership is not adverse to the Interests of the Company and
in no way interferes with the Duties.
ARTICLE III: COMPENSATION AND BENEFITS
3.1. Base Salary Compensation. The base salary rate ("Base Salary") of the
Executive shall be One Hundred-fifty thousand dollars (U.S.) $150.000 per year
for the first twelve months
of this Agreement. The Base Salary shall be payable monthly in arrears. The
Company may withhold from any amounts payable under this Agreement such federal,
state or local taxes and other statutory remittances as shall be required by law
to be so withheld. Executive shall be entitled to a performance review by
Executive's immediate superior on the twelfth (12) month anniversary of the
Employment Start Date and a determination will be made at that time by
Executive's immediate superior, acting reasonably, whether or not to adjust the
Base Salary; provided, however, that if the Executive is an executive officer of
the Company, such determination shall not take effect until ratified by the
Board of Directors of the Company.
3.2. Annual Bonus. In addition to your Base Salary, you may also be entitled
to an annual bonus up to a maximum amount (the "Maximum Bonus Amount") and based
on the attainment of certain performance goals, both of which shall be
established annually by the Compensation Committee of the Board of Directors,
with participation by you and your supervisor, and identified in Schedule "B",
attached and incorporated by reference to this Agreement (the "Annual Bonus").
Performance goals for each calendar year shall be established by no later than
the end of the first quarter of each fiscal year during the Employment Period.
The Annual Bonus for a given year shall be paid in a lump sum on November 15th
following the fiscal year in which it was earned. The Annual Bonus shall be
prorated for any partial calendar year of employment.
3.3. Stock Options. As soon as is practicable after the execution of this
Agreement, and if not previously effected, the Executive shall be granted One
hundred thousand (100,000) options to purchase Company common shares at a
purchase price of five dollars and seventy-five cents (US $5.75) per share (the
"Options") in accordance with the terms and conditions of the Company's Stock
Option Plan as the same may exist from time to time and on terms and conditions
outlined in the attached Option Agreement
3.4. Executive Employment Benefits. During the period of employment, Company
shall reimburse Executive for all reasonable expenses which are incurred by
Executive on behalf of Company or any affiliate or subsidiary thereof. Expenses
will only be reimbursed if proven by receipts submitted in accordance with the
Company's expense reimbursement policy, as the same may exist from time to time.
In addition, Company shall also provide Executive with any benefits which
Company normally provides to other employees at a comparable level as Executive,
including medical, dental, life, and disability insurance for the Executive
during the Term and in accordance with the employee benefit plans and policies
maintained by the Company and in force from time to time (collectively, the
"Benefits").
3.5. Vacation. The Executive is entitled to take Four (4) weeks paid
vacation per calendar year in accordance with the Company's policies and
practices in effect at the relevant time for senior executives and subject to
the needs of the Company.
ARTICLE IV: CONFIDENTIALITY AND NON-COMPETITION
4.1. Non-Solicitation. The Executive agrees that during the Employment
Period and for a period of one year thereafter, neither the Executive nor any
entity or person with whom the Executive is at the time associated, related or
affiliated shall, directly or indirectly, solicit hire, entice away or in any
other manner persuade or attempt to persuade any officer, employee, agent,
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supplier or customer of the business conducted by the Company to discontinue or
alter his, her or its relationship with the Company. For greater certainly, the
"Non-Solicitation Period" means a period beginning on the Employment Start Date
and ending one year after the end of the Employment Period.
4.2. Non-Competition. The Executive agrees that during the Employment Period
and during any "Severance Period" thereafter (collectively known herein as the
"Non-Competition Period"), the Executive shall not directly or indirectly,
engage in or become associated with Competitive Activity (as hereinafter
defined) or solicit, hire or take-away any employee of Company for Involvement
in any Competitive Activity; or accept employment with any Competitive Activity
to perform work for a customer or partner which is in competition with the
services provided by Company. For greater certainty, "Competitive Activity"
shall mean any organization or other endeavor which is engaged in the business
of developing software which (i) creates documents in extensible markup language
(XML) format or (ii) manages catalogues in XML format. Executive shall be
considered to have become associated with a Competitive Activity if the
Executive becomes an owner, employee, officer, director, independent contractor,
agent, partner,, advisor, or in any other capacity calling for the rendition of
the Executive's personal services, with any individual, partnership, corporation
or other organization that is engaged in a Competitive Activity. Notwithstanding
the foregoing, the Executive may (i) become an employee or independent
contractor to a business, only part of which is engaged in a Competitive
Activity, so long as Executive's services to be rendered in such employment or
consultancy relationship are performed for a discrete portion of the business
that is not engaged in the Competitive Activity and Executive's services ere
unrelated to the Competitive Activity; and (ii) make and retain Investments
during the Employment Period and thereafter. In not more than two percent of the
equity of any entity engaged in a Competitive Activity, if such equity is listed
on a national securities exchange or regularly traded in an over-the-counter
market.
4.3. Confidentiality. Except in the normal and proper course of the
Executive's duties hereunder, the Executive will not use for the Executive's own
account or disclose to anyone else, during or after the Employment Period, any
confidential or proprietary information or materiel relating to the Company's
operations or business which the Executive obtains from the Company or its
officers or employees, agents, suppliers or customers or otherwise by virtue of
the Executive's employment by the Company or by the Company's predecessor.
Confidential or proprietary information or material includes, without
limitation, the following types of information or material, both existing and
contemplated, regarding the Company or its parent. affiliated or subsidiary
companies: contractual licensing arrangements, plans, strategies, tactics,
policies, resolutions, patents, trade-marks and trade names or applications
thereof: information concerning suppliers; marketing information, including
sales, Investment and product plans, customer lists, strategies, methods,
customers, prospects and market research data; financial information, including
cost and performance data, debt arrangements, equity structure, investors and
holdings; operational and scientific Information, including trade secrets;
technical information, including technical drawings and designs; and personnel
information, including personnel lists, resumes, personnel data, organizational
structure and performance evaluations (the "Confidential Information").
4.4. Return of Property and Documents. The Executive agrees that all
property and documents (including, without limitation, hardware, software and
information in machine-
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readable form) of any nature pertaining to activities of the Company and to any
of its affiliated, related, associated or subsidiary companies, including
Confidential Information, in the Executive's possession now or at any time
during the Employment Period, are and shall be the property of the Company and
its affiliated, related, associated or subsidiary companies, and that all such
property and documents and all copies of documents shall be surrendered to the
Company whenever requested by the Company.
4.5. Ownership of Inventions. The Executive agrees to execute and deliver to
the Company the assignment attached as Schedule A.
4.6. Injunctive Relief. Executive acknowledges that the restrictions
contained in this Article IV are reasonable and necessary for the protection of
the business of Company and that Company would not have entered into this
Agreement without such restrictions being agreed to. Executive further
acknowledges that Executive's services are special, unique, unusual,
extraordinary and of an intellectual character giving them a peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law. Accordingly, in the event of any breach of Article IV of this
Agreement by Executive, the Company shall be entitled to equitable relief by way
of injunction or otherwise in addition to any damages which the Company may be
entitled to recover. In addition, the Company shall be entitled to reimbursement
from Executive, upon request, of any and all reasonable attorneys' fees and
expenses incurred by it in enforcing any term or provision of Article IV of this
Agreement.
ARTICLE V: REPRESENTATIONS AND WARRANTIES
5.1. Representations and Warranties. The Executive represents and warrants
to the Company that the execution and performance of this Agreement will not
result in or constitute a default, breach, or violation, or en event that, with
notice or lapse of time or both, would be a default, breach, or violation, of
any understanding, agreement or commitment, written or oral, express or implied,
to which the Executive is a party or by which the Executive or the Executive's
property is bound. The Executive shall defend, indemnify and hold the Company
harmless from any liability, expense or claim (including attorneys' fees
incurred in respect thereof) by any person in any way arising out of, relating
to, or in connection with any incorrectness of breach of the representations and
warranties in this Section 5.1. The Executive acknowledges that a breach of this
Article by the Executive shall entitle the Company to terminate the Executive's
employment and this Agreement for cause.
ARTICLE VI: TERMINATION AND RESIGNATION
6.1. Termination for Cause. The Company may immediately terminate this
Agreement at any lime for cause by written notice to the Executive. If the
Company terminates this Agreement for cause under this Section 6.1, the Company
shall have no further obligations or responsibilities hereunder to the
Executive, except for (a) payment of any Base Salary due and owing at the time
of termination pursuant to Section 3.1; and (b) payment of any unpaid and
accrued vacation pay.
6.2. Resignation by Executive. The Executive shall give the Company not less
than 60 days written notice of the resignation of the Executive's employment
hereunder. If the Executive
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resigns and terminates this Agreement for any reason, the Company shall have no
further obligations or responsibilities hereunder to the Executive, except for
(a) payment of any Base Salary due and owing at the time of termination pursuant
to Section 3.1; and (b) payment of any unpaid and accrued vacation pay. Nothing
herein contained shall be construed to limit or restrict in any way the
Company's ability to pursue any remedies it may have at law or equity pursuant
to the provisions of this Agreement.
6.3. Termination upon Disability or Death. The Company may terminate this
Agreement at any time upon a physical or mental disability rendering the
Executive unable to perform the essential functions of the job with reasonable
accommodation by Company upon: (a) notice of termination or payment in lieu of
such notice, both of which shall be in an amount equal to three months Base
Salary plus an additional one (1) month Base Salary per year of completed
employment hereunder; (b) payment of any unpaid and accrued vacation pay; and
(c) payment of any potion of earned, yet unpaid Annual Bonus. Upon the death of
the Executive, this Agreement shall terminate. The Company shall pay the estate
of the Executive (a) in an amount equal to three months Base Salary plus an
additional one (1) month Base Salary per year of completed employment hereunder;
(b) payment of any unpaid and accrued vacation pay; and (c) payment of any
portion of earned, yet unpaid Annual Bonus. Any salary payments required
hereunder shall be based upon the Executive's Base Salary provided for in
Section 3.1 hereof.
6.4. Termination Without Cause. The Company may terminate this Agreement at
any time without cause by providing the Executive initially with three (3)
months notice of termination or continuation of payment of Base Salary in lieu
thereof (the "Severance Period") plus payment of any accrued but unpaid vacation
pay and prorated earned Annual Bonus. For each month or fraction thereof from
Employment Start Date that the Executive is employed with the Company, the
Severance Period shall be increased by an equal amount, to a maximum of twelve
(12) months. Any salary payments required hereunder shall be based upon the
Executive's Base Salary provided for in Section 3.1 hereof. Upon termination of
employment by the Company without cause, unvested Options which have been
granted by the Company to Executive, pursuant to Section 3.3 herein which would
otherwise vest within the Severance Period shall immediately vest in Executive.
Executive may exercise any or all of such Options, plus any Options which had
vested prior to Termination without Cause within 90 days of the date of such
termination. All eligible Options which are not exercised within 90 days of the
date of termination shall expire and Executive shall have no further rights with
respect thereto.
6.5. Benefits on Termination.
(a) If this Agreement is terminated in accordance with Sections 6.3 and
6.4, the Benefits provided to the Executive pursuant to Section 3.4
shall continue following such termination of this Agreement for the
Severance Period or until the Executive commences alternative
employment, whichever should first occur.
(b) COBRA. The continuation and/or conversion privileges which are
available to former employees under the law, including without
limitation Section 4980B of the Internal Revenue Code of 1986, as
amended (commonly referred to as "COBRA"), and the terms of the
Employer's
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employee welfare benefit plans ("plans") shall be available to
Employee as of the date of termination of Executive's employment and
must be exercised by Executive, if at all, within the time period(s)
established by law end the plans as measured from that date. If
Executive exercises Executive's COBRA rights, the Company shall pay
the cost of such continued insurance coverage for Executive and
Executive's family during the Severance Period, but in no event for a
term greater than eighteen (18) months after termination of
employment.
6.6. Results of Termination. Upon termination or resignation of the
Executive's employment pursuant to this Section 6, this Agreement and the
employment of the Executive shall be wholly terminated with the exception of the
clauses specifically contemplated to continue in full form and effect beyond the
termination of this Agreement. including those set out in Article 4.
ARTICLE VII: ARBITRATION
7.1. Arbitrable Claims. To the fullest extent permitted by law and except as
otherwise permitted by Section 4.6, all disputes between Executive (and his
attorneys, successors, and assigns) and Company (and its affiliates,
shareholders, directors, officers, employees, agents, successors, attorneys, and
assigns) relating in any manner whatsoever to the employment or termination of
Executive, including. without limitation, all disputes arising out of or related
to this Agreement, ("Arbitrable Claims") shall be resolved by arbitration. All
persons and entities specified in the preceding sentence (other than Company and
Executive) shall be considered third-party beneficiaries of the rights and
obligations created by this Section on Arbitration. Arbitrable Claims shall
include, but are not limited to, contract (express or implied) and tort claims
of all kinds, as well as all claims based on any federal, state, or local law,
statute, or regulation, excepting only claims under applicable workers'
compensation law and unemployment insurance claims. By way of example and not in
limitation of the foregoing, Arbitrable Claims shall include (to the fullest
extent permitted by law) any claims arising under Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act and the Americans with
Disabilities Act, as well as any claims asserting wrongful termination,
harassment, breach of contract, breach of the covenant of good faith and fair
dealing, negligent or intentional infliction of emotional distress, negligent or
intentional misrepresentation, negligent or intentional interference with
contract or prospective economic advantage, defamation, invasion of privacy, and
claims related to disability.
7.2. Procedure. Arbitration of Arbitrable Claims shall be in accordance with
the National Rules for the Resolution of Employment Disputes of the American
Arbitration Association, as amended ("AAA Employment Rules"), as augmented in
this Agreement. Arbitration shall be initiated as provided by the AAA Employment
Rules, although the written notice to the other party initiating arbitration
shall also include a statement of the claim(s) asserted and the facts upon which
the claim(s) are based. Arbitration shall result in a written decision setting
forth the essential findings and conclusions. Such a written arbitration award
shall be final and binding upon the parties and shall be the exclusive remedy
for all Arbitrable Claims, subject to the limited judicial review, if any,
required by law to be permitted. Either party may bring an action in court to
compel arbitration under this Agreement and to enforce an
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arbitration award. Otherwise, neither party shall initiate or prosecute any
lawsuit or administrative action in any way related to any Arbitrable Claim. All
arbitration hearings under this Agreement shall be conducted in ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN
REGARD TO ARBITRABLE OR NON-ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY
RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY
OF THE AGREEMENT TO ARBITRATE.
7.3. Arbitrator Selection and Authority. All disputes involving Arbitrable
Claims shall be decided by a single arbitrator. The arbitrator shall be selected
by mutual agreement of the parties within thirty (30) days of the effective date
of the notice Initiating the arbitration. If the parties cannot agree on an
arbitrator, then the complaining party shall notify the AAA and request
selection of an arbitrator in accordance with the AAA Employment Rules. The
arbitrator shall have only such authority to award equitable relief, damages,
costs, and fees as a court would have for the particular claim(s) asserted. The
fees of the arbitrator and any other fees or costs unique to arbitration shall
be paid by the Company. The arbitrator shall have exclusive authority to resolve
all Arbitrable Claims.
7.4. Confidentiality. All proceedings and all documents prepared in
connection with any Arbitrable Claim shall be confidential and, unless otherwise
required by law, the subject matter thereof shall not be disclosed to any person
other than the parties to the proceedings, their counsel, witnesses and experts,
the arbitrator, and, if involved, the court and court staff. All documents filed
with the arbitrator or with a court shall be filed under seal. The parties shall
stipulate to all arbitration and court orders necessary to effectuate fully the
provisions of this subsection concerning confidentiality.
7.5. Continuing Obligations. The rights and obligations of Executive's and
Company set forth in this Section on Arbitration shall survive the termination
of Executive Employment and/or the termination of this Agreement.
7.6. Attorneys' Fees. In any legal action, arbitration, or other proceeding
brought to enforce or interpret the terms of this Agreement, the losing party
shall bear reasonable attorneys' fees and costs of the prevailing party, unless
another apportionment of such fees and/or costs is required by law of ordered by
the arbitrator.
7.7. Enforcement of Arbitration Award. The decree or judgment of an award
entered by the arbitrator may be entered in any Court having jurisdiction
thereof.
ARTICLE VIII: CHANGE IN CONTROL
8.1. Accelerated Vesting of Options. In the event of a Change in Control of
the Company as defined in Article XII of Company's 2000 Stock, all unvested
Options granted by the Company to Executive pursuant to Section 3.3 herein shall
immediately become vested and Executive may exercise any or all of such Options
in accordance with the terms and conditions of such Stock Option Plan.
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ARTICLE IX: MISCELLANEOUS COVENANTS
9.1. Rights and Waiver. All rights and remedies of the parties are separate
and cumulative, and none of them, whether exercised or not, shall be deemed to
be to the exclusion of any other rights or remedies or shall be deemed to limit
or prejudice any other legal or equitable rights or remedies which either of the
parties may have.
9.2. Waiver. Any purported waiver of any default, breach or non-compliance
under this Agreement is not effective unless in writing and signed by the party
to be bound by the waiver. No waiver shall be inferred from or implied by any
failure to act or delay in acting by a party in respect of any default, breach
or non-observance or by anything done or omitted to be done by the other party.
The waiver by a party of any default, breach or non-compliance under this
Agreement shall not operate as a waiver of that party's rights under this
Agreement in respect of any continuing or subsequent default, breach or
non-observance (whether of the same or any other nature).
9.3. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of the prohibition or unenforceability and shall be severed from
the balance of this Agreement, all without affecting the remaining provisions of
this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.
9.4. Notices.
(1) Any notice, certificate, consent, determination or other communication
required or permitted to be given or made under this Agreement shall
be in writing and shall be effectively given and made if (i) delivered
personally, (ii) sent by prepaid same day courier service, or (iii)
sent prepaid by fax or other similar means of electronic
communication, in each case to the applicable address set out below:
(a) if to the Company, to:
SoftQuad Software, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: Chief Executive Officer
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to the Executive, to:
the last address in the Company's personnel records
(2) Any such communication so given or made shall be deemed to have been
given or made and to have been received on the day of delivery if
delivered personally or by courier service, or on the day of faxing or
sending by other means of recorded
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electronic communication, provided that the day in either event is a
Business Day and the communication is so delivered, faxed or sent
prior to 4:30 p.m. (local time of recipient) on that day. Otherwise,
the communication shall be deemed to have been given and made and to
have been received on the next following Business Day. Any such
communication sent by mail shall be deemed to have been given and made
and to have been received on the fifth business day following the
mailing thereof; provided however that no such communication shall be
mailed during any actual or apprehended disruption of postal services.
Any such communication given or made in any other manner shall be
deemed to have been given or made and to have been received only upon
actual receipt.
(3) Any party may from time to time change its address under this Section
9.4 by notice to the other party given in the manner provided by this
Section.
9.5. Time of Essence. Time shall be of the essence of this Agreement in all
respects.
9.6. Successors and Assigns. This Agreement shall inure to the benefit of,
and be binding on, the parties and their respective heirs, administrators,
executors, successors and permitted assigns. The Company shall have the right to
assign this Agreement to any successor (whether direct or indirect, by purchase,
amalgamation, arrangement, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company provided only
that the Company must first require the successor to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
The Executive by the Executive's signature hereto expressly consents to such
assignment. The Executive shall not assign or transfer, whether absolutely, by
way of security or otherwise, all or any part of the Executive's rights or
obligations under this Agreement without the prior Consent of the Company, such
consent to not be unreasonably withheld.
9.7. Amendment. No amendment of this Agreement will be effective unless made
in writing and signed by both parties.
9.8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter of this Agreement and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written. There are no conditions, warranties, representations or
other agreements between the parties in connection with the subject matter of
this Agreement (whether oral or written, express or implied, statutory or
otherwise) except as specifically set out in this Agreement.
9.9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario without giving effect to the
conflict of laws provisions therein.
9.10. Headings. The division of this Agreement into Sections and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.
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9.11. Business Day. For the purpose of this Agreement, Business Day means a
day other than Saturday, Sunday or statutory holiday in Ontario. -------
ARTICLE X: EXECUTIVE ACKNOWLEDGEMENT
10.1. Acknowledgement.
The Executive acknowledges that:
(a) the Executive has had sufficient time to review this Agreement
thoroughly;
(b) the Executive has read and understands the terms of this
Agreement and the obligations hereunder;
(c) the Executive has been given an opportunity to obtain independent
legal advice concerning the interpretation and effect of this
Agreement; and,
(d) the Executive has received a fully executed counterpart copy of
this Agreement.
IN WITNESS WHEREOF the parties have executed counterpart copies of
this Agreement.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Executive Witness
SOFTQUAD SOFTWARE INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇ Drassionwer
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Title: Chief Executive Officer (C.E.O.)
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SCHEDULE "A"
OWNERSHIP OF INVENTIONS & MORAL RIGHTS
I hereby assign to Company, unconditionally and in perpetuity, all Intellectual
Property and all Inventions made during the course of my employment with Company
and agree that all Inventions and improvements made to such Inventions which I
may conceive or make during my employment with Company and all adaptations and
improvements to such Inventions made during or after termination of my
employment with Company relating to or connected with the nature and/or
character of the Company's business, shall be the sole and exclusive property of
Company and I will, whenever requested to do so by Company whether during or
after my employment, execute any and all applications, assignments and other
instruments which Company shall, in its reasonable discretion, deem necessary in
order to protect its proprietary interest in such Inventions or improvements
and/or in order to apply for and obtain patent rights in North America and other
countries for such Inventions or improvements, and to register copyright and
industrial designs in any country throughout the world. The foregoing
obligations shall be binding upon my heirs, executors, legal representatives,
successors, and assigns.
I hereby irrevocably waive all moral rights in all Developments and transfer all
my interest (including but not limited to copyright, patent and trade secret
rights) in all Developments exclusively to SoftOuad on Wholesale, a royalty-free
basis and, as required by SoftQuad, will protect SoftQuad's interests in such
Developments. For greater certainty, "Developments" shall include, without
limitation, every computer program, marketing program, design, improvement,
documentation, process, technique or procedure which is in any way related to
SoftQuad's business and which is developed, invented or written by me alone or
together with others, during the course of my employment.
Inventions for the purposes of this Agreement shall include;
Processes, developments, discoveries, concepts and ideas, whether patentable or
not, or whether or not protected by copyright, relating to any present or
prospective activities of Company in the fields of proprietary software and
implementation, software ideas and research, graphics creation, internet
technology and the marketing and/or sale of internet products or services.
Intellectual Property means:
All patents, copyright, industrial designs, trade secrets, know how and other
intangible rights in the Inventions now known or hereafter created, as exist in
any jurisdiction in which ownership of Intellectual Property and the Inventions
may be assessed.
I agree that I will promptly disclose in writing to Company each and every
Invention made or conceived by me either solely or jointly with others, during
the period of my employment with Company, I hereby waive my moral rights in the
said Inventions.
Date: February 1, 2001 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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EXECUTIVE
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SCHEDULE "6"
ANNUAL BONUS
Maximum Bonus Amount: 30% of Base Salary
Performance Criteria:
The performance Criteria shall be reviewed and adjusted on a semi-annual basis
to reflect potential changes in corporate objectives.
The Bonus amount of 30% of Base Salary shall be split as follows and shall be
earned and payable according to the conditions set out below:
Annual Bonus Based on Meeting Strategic Objectives
Bonus amount: 15% of Base Salary
Payable: Annually in arrears
Criteria: Bonus is to be earned based upon meeting objectives on a
yearly basis as established by the CEO from time to time,
including the smooth functioning of the Company's Corporate
Finance, Human Resources, Compliance, and Information
Technology functions and the Provision of Board-level
management, strategic, financial, and regulatory guidance and
leadership.
Bonus Based on a Change of Control
Bonus amount: 15% of Base Salary
Payable: Annually in arrears
Criteria: Bonus is earned in full if the Company (i) is acquired or
otherwise merged into a successor entity during the Term.
Agreed to and Acknowledged:
Date: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ February 1, 2001
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EXECUTIVE
SOFTQUAD SOFTWARE INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Title: Chief Executive Officer
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