EXHIBIT 13
EMPLOYMENT AGREEMENT
This Agreement made as of January 1, 2004 between:
RENT SHIELD CORPORATION
A corporation formed under the laws of Florida (the "Corporation")
-and-
▇▇▇▇▇▇▇ MIN
RECITALS
A. The Corporation is engaged in the business of insurance and financial
services;
B. The Corporation wishes to employ employee in its position upon the
terms and conditions hereinafter set forth;
NOW THEREFORE in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the parties agree as
follows:
SECTION 1 - EMPLOYMENT
1.1 POSITION
The Corporation shall employ Employee as its CHIEF OPERATING OFFICER
(COO). As such, he shall be subject to the direction and control of the
Board of Directors of the Corporation ("the Board"), or such person
designated by the Board. He shall oversee the administration and
operation of the Corporation with all the authority normally possessed
and exercised in such a position and shall perform such other duties
and functions as shall be reasonably prescribed from time to time by
the Board or its designate.
1.2 PLACE OF EMPLOYMENT
Place of employment shall be at the Corporation's principal offices in
Toronto.
SECTION 2 - COMMENCEMENT DATE
2.1 COMMENCEMENT DATE
Employment with the Corporation as COO shall commence on January 1,
2004 (the "Commencement Date") and continue until terminated in
accordance with the termination provisions contained herein.
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SECTION 3 - RENUMERATION AND BENEFITS
3.1 SALARY
The Corporation shall pay the COO a salary of $90,000 per annum. Such
salary shall be payable in substantially equal semi-monthly
installments in arrears and shall be subject to applicable statutory
deductions. The Board will review the performance of his duties and his
salary annually.
3.2 BONUS
In addition to his annual salary, the COO will be eligible for an
annual bonus, at the discretion of the Board, based on the performance
of the Corporation and on the President's performance in each year of
his employment.
3.3 BENEFITS
The COO shall be entitled to participate in all health, disability,
death and other employee benefit plans and programs of the Corporation
as may be in place and as the same may be amended from time to time.
3.4 STOCK GRANTS
The employee shall be granted 1% ordinary shares of Rent Shield Corp.
(RSHL on the OTC/BB exchange).
3.5 VACATION
The COO shall be entitled to three weeks' paid vacation each year of
his employment. He shall take his vacation at a time or times
reasonable for each of the Corporation and himself as mutually agreed.
3.6 EXPENSES
The Corporation shall reimburse the COO for all reasonable
entertainment, travel and other business expenses properly incurred by
him in the course of his employment with the Corporation, upon
providing appropriate receipts verifying such expenses and in
accordance with its expense reimbursement policies and procedures set
out by the Board.
SECTION 4 - EMPLOYEE'S COVENANTS
4.1 FULL TIME SERVICE
Employee shall devote all of his time, attention and effort to the
business and affairs of the Corporation.
4.2 CONFIDENTIAL INFORMATION
Employee acknowledges that, by reason of his employment with the
Corporation, he will have access to confidential information. Employee
agrees that, during and after his employment with the Corporation, he
will not disclose, except in the proper course of his employment with
the Corporation, or as required by law, or use for his personal gain or
benefit, any confidential information acquired by him by reason of his
employment with the Corporation.
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4.3 NON-COMPETITION
Employee acknowledges and agrees that knowledge and experience acquired
during employment at the Corporation shall be used exclusively in the
furtherance of the business of the Corporation and not in any way
detrimental to it. Employee shall not, either during his employment or
for a period of one year following termination of his employment for
any reason, directly or indirectly on his own behalf or on the behalf
of anyone else, sell advise on the sale of any products or services
which are the same or similar to or in competition with the products or
services sold by the Corporation.
4.4 NON-SOLICITATION
Employee shall not, either during his employment or for a period of one
year following termination of his employment for any reason, directly
or indirectly on his own behalf or on behalf of anyone else, solicit
any customers of the Corporation for the purposed of selling to those
customers products which are the same or similar to or in competition
with the products or services sold by the Corporation.
Employee shall not, either during his employment or for a period of one
year following termination of his employment for any reason, directly
or indirectly on his own behalf or on behalf of anyone else, solicit
any employee of the Corporation to leave his or her employment with the
Corporation.
4.5 RETURN OF PROPERTY
Upon the cessation of his employment with the Corporation for whatever
reason, Employee shall deliver promptly to the Corporation all books,
documents, materials and other property of the Corporation that are in
his possession, charge, control or custody and shall not keep copies of
the same.
4.6 BREACH OF OBLIGATIONS
Employee acknowledges that a breach or threatened breach of his
obligations under Sections 4.2, 4.3 and 4.4 would result in irreparable
harm to the Corporation that could not be calculated or adequately
compensated by recovery of damages alone. Employee therefore agrees
that the Corporation shall be entitled to interim or permanent
injunctive relief, specific performance and other equitable remedies.
SECTION 5 - TERMINTATION
5.1 TERMINATION WITHOUT CAUSE
The Corporation at its absolute discretion may terminate Employee's
employment at any time without cause. In the event of termination by
the Corporation without cause the Corporation shall provide to him the
severance payments as follows:
(a) an amount equal to three months' base salary, less applicable
statutory deductions to be paid by periodic payments at the
ordinary time and in the
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ordinary manner should he be terminated prior to or on the
first anniversary of the Commencement Date, or
(b) an amount equal to six month's base salary, less applicable
statutory deductions to be paid by periodic payments a the
ordinary time and in the ordinary manner should he be
terminated after the second anniversary of his Commencement
Date,
In addition, participation in any group health benefits plan in which
he is enrolled at the time of termination will be maintained for a
period of eight weeks.
The parties agree that the provision of severance payments shall
constitute full and final satisfaction of any claim and entitlement
which Employee may have against the Corporation, arising from or
related to the termination of the his employment, whether such claim or
entitlement arises under statute, contract, common law or otherwise.
5.2 TERMINATION WITH CAUSE
The Corporation may terminate Employee's employment at any time with
cause without notice or severance payments to him.
5.3 TERMINATION BY EMPLOYEE
Employee may resign his employment at any time upon providing the
Corporation with at least 90 days' notice of his intention to resign.
The Corporation may at its absolute discretion waive notice or
resignation provided that it provide to Employee an amount equal to
eight weeks base salary, less applicable statutory deductions should
the Corporation waive entitlement to notice of resignation.
SECTION 6 - GENERAL
6.1 NOTICES
Unless otherwise specified, all notices provided under this Agreement
must be given in writing and delivered personally or by courier, send
by prepaid registered mail or transmitted by fax to the party as
follows:
If to the Corporation:
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Name: Chairperson
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Fax No: (▇▇▇) ▇▇▇-▇▇▇▇
If to Employee:
▇▇▇ Min,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
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Or to any other address, fax number or Person that the party
designates.
6.2 ASSIGNMENT
The Corporation may assign the Agreement without obtaining the consent
of Employee. He may not assign this Agreement. This Agreement inures to
the benefit of and binds the parties and their respective successors
and permitted assigns.
6.3 GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with
the laws of the province of Ontario and the courts of Ontario shall
have exclusive jurisdiction with respect to any disputes that arise
herein.
6.4 SURVIVAL OF AGREEMENT
The provisions of Sections 4.2, 4.3 and 4.4 hereof shall survive and
remain in effect notwithstanding the termination of Employee's
employment or any finding that his employment with the Company has been
improperly terminated.
6.5 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
with respect to Employee's employment by the Corporation and supersedes
all prior agreements and understandings, oral or written. Any
modification of this Agreement shall be ineffective unless in writing
and signed by both parties.
6.6 SEVERABILITY
Any provision of this Agreement that is invalid or unenforceable shall
not affect any other provision and shall be deemed to be severalble.
The parties have executed this Agreement as of the date first
above-written.
RENT SHIELD CORPORATION:
PER: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ TITLE: DIRECTOR
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▇▇▇▇ ▇▇▇▇▇▇▇
I have the authority to bind the Corporation.
/s/ ▇▇▇▇▇▇▇ Min
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▇▇▇▇▇▇▇ Min
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AMENDMENTING AGREEMENT
BETWEEN
RENT SHIELD CORP. (THE "CORPORATION")
AND
▇▇▇▇▇▇▇ MIN ("MIN")
WHEREAS, the Corporation and Min entered into and Employment Agreement
dated January 1, 2004; and
WHEREAS, IN CONSIDERATION OF THE SUM OF $10.00 AND OTHER GOOD AND
VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED BY MIN,
both the Corporation and Min wish to amend the said Employment
Agreement to reflect the following:
Section 3.4 shall be amended to read as follows:
The employee shall be granted 150,000 shares, in
total, of Rent Shield Corp. (RSHL on the OTC/BB
exchange) on the following dates, provided that Min
shall still be employed by the Company:
50,000 shares shall vest on April 1, 2004
50,000 shares shall vest on April 1, 2005
50,000 shares shall vest on April 1, 2006
The Parties have executed this Amendment on the 3 Day of January 2004.
Rent Shield Corp.
Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ Min
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Sandro ▇▇▇▇▇ ▇▇▇▇▇▇▇ Min
I have power to bind the Corporation