EMPLOYMENT AGREEMENT
BY AND BETWEEN: INTERNET VIP, INC., a Delaware corporation duly incorporated
to law and having its registered office and principal place
of business at 1155 University, Suite 602, in the City of
Montreal, in the Province of Quebec, H3B 3A7
hereinafter referred to as Employer" or"VIP"
OF THE FIRST PART
AND: VI INTERNET TELECOMMUNICATIONS INC., a legal person duly
incorporated according to law and having its registered
office and principal place of business at 1155 University,
Suite 602, in the City and District of Montreal, in the
Province of Quebec, H3B 3A7
Hereinafter referred to as "Employer" or "VIIT"
(VIP and VIIT acting herein solidarily as Employer)
OF THE SECOND PART
AND: CHRISTIAN P. RICHER, Businessman, residing and domiciled
at 11 Mailhot, in the City of St.Constant, District of
Longueuil, Province of Quebec
Hereinafter referred to as "Employee"
Of the Third Part
EMPLOYMENT
1.1 Employee is hereby employed by Employer under the terms and conditions
hereinbelow set forth.
1.2 The parties acknowledge that they have, simultaneously with the
execution of this present Employment Agreement, executed a Share
Purchase Agreement with respect to the shares of the VIP.
FUNCTIONS
2.1 Employee shall be President of each of VIP and VIIT and shall be a
director of each company . He shall do and perform the duties and
exercise the powers which, from time to time, may be assigned to or
vested in him by the Board of Directors of Employer.
2.2 It is understood and agreed that Employee may be required to relocate
to another location as required by Employer. Employer shall give
reasonable notice to Employee of any relocation.
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TERM
3.1 This Agreement shall, notwithstanding the date of execution hereof, be
deemed to have commenced on the 1ST day of May, 2000, and shall
terminate on the 30th day of April 2001. Unless either party shall give
notice in writing to the other at least sixty days (60) prior to the
termination of this Agreement, this Agreement shall be renewed on the
same terms and conditions as may be modified by the parties from time
to time from year to year on a yearly basis. The date upon which
Employee's employment shall finally terminate shall be the "Termination
Date".
3.2. In the event of the incapacity or illness of Employee, Employer
shall not have the right to terminate Employee's employment prior to 3
months following the commencement of such illness or accident;
RESIGNATION BY EMPLOYEE
4. Employee undertakes and agrees to remain as an Employee of Employer
throughout the term of this Agreement, provided that Employee shall be
entitled to resign at any time upon six (6) months prior written
notice.
REMUNERATION
5. As consideration for his employment, Employee shall receive the salary,
bonuses and other benefits set forth in Schedule "A" annexed hereto as
may be amended from time to time as and from date of execution hereof.
FULL TIME EMPLOYEE
6. Employee shall devote his full time, effort, energy and ability to
Employer and to furthering the benefits and advantages of Employer.
Employee shall be entitled to take such reasonable vacations as are in
keeping with Employer's employee vacation policy from time to time.
Nevertheless it is understood and agreed that Employee shall be
entitled to take a maximum of five (5) weeks vacation per year at such
times as do not interfere with the normal business of Employer.
TERMINATION FOR CAUSE
7. Employee's employment may be terminated at any time by Employer for
Cause. As used herein, the term "Cause" shall mean (i) Employee's
failure or refusal to perform his functions in accordance with this
Agreement, (ii) the commission by Employee of an act of fraud or
embezzlement against Employer or the commission by Employee of any other
action with the intent to injure Employer, (iii) an act of moral
turpitude by Employee that is materially detrimental to Employer's
business or reputation, or (iv) Employee's having been convicted of, or
pleading nolo contendere to, a felony (other than traffic offences that
do not bring Employee or Employer into disgrace or disrepute).
EMPLOYER
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8. For purposes of Articles 7 and 9 of this Agreement, "Employer" shall be
deemed to include the parent, subsidiaries and affiliates of Employer,
as defined in the Canada Business Corporations Act.,
RESTRICTIVE COVENANTS
9. Employee hereby acknowledges that the undertakings contained in the
following paragraphs of this Agreement are fair and reasonable in that
they give the Employer, its parent subsidiaries and affiliates (all of
which are together referred to as Employer herein) the protection to
which it is entitled and, yet, do not impair Employee's ability to earn
a livelihood, he being content and satisfied therewith and expressly
renouncing hereby to any defence to any action which may be brought
thereunder based upon any allegations to the contrary.
9.1 Employee agrees that these restrictions on competition and solicitation
shall be deemed to be a series of separate covenants not-to-compete and
a series of separate non-solicitation covenants for each month within
the specified periods, separate covenants not-to-compete and
non-solicitation covenants for each province and territory of Canada,
each state within the United States and each country in the world where
the Employer is carrying on business at the Termination Date , and
separate covenants not-to-compete for each jurisdiction of competition.
If any court of competent jurisdiction shall determine any of the
foregoing covenants to be unenforceable with respect to the term
thereof or the scope of the subject matter or geography covered
thereby, such remaining covenants shall nonetheless be enforceable by
such court against such other party or parties or upon such shorter
term or within such lesser scope as may be determined by the court to
be enforceable.
9.2 Because Employee's services are unique and because Employee has access
to Confidential Information and strategic plans of Employer of the most
valuable nature, the parties agree that the covenants contained in this
Article 9 are necessary to protect the value of the business of
Employer and that a breach of any such covenant would result in
irreparable and continuing damage for which there would be no adequate
remedy at law. The parties agree therefore that in the event of a
breach or threatened breach of this Agreement, Employer or its
successors or assigns may, in addition to other rights and remedies
existing in their favor, apply to any court of competent jurisdiction
for specific performance and/or injunctive or other relief in order to
enforce, or prevent any violations of, the provisions hereof. Employee
also expressly undertakes and agrees that, should he violate or
contravene any of the prohibitions hereinbelow set forth, he shall be
liable before the courts of competent jurisdiction, to Employer, for an
amount equivalent to the amount of all damages and loss caused to
Employer and/or its successors and assigns due to said breach.
DEFINITION OF "CLIENT" AND "CONFIDENTIAL INFORMATION"
9.3 For purposes of the restrictive covenants referred to hereinabove and
hereinbelow, the word "Client" shall denote a customer of the Employer
who has been billed by the Employer or from whom the Employer has
received any remuneration whatsoever within twelve (12) months
preceding the Termination Date , and the terms "Confidential
Information" shall include any and all information, including, without
limitation, business records, financial information, computer software
and hardware, concepts, designs, configurations, schedules, costs,
performance features, specifications, techniques, copyrighted matter,
patented or patentable inventions, plans, methods, drawings, data,
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tables, calculations, documents or other paper work, computer program
narratives, flow charts, source and object codes, customers, customer
contracts, customer lists and other customer information, and business
and marketing plans of or relating to Employer, other than that which
has passed in the public domain without any fault of Employee.
SURVIVAL OF RESTRICTIVE COVENANTS
9.4 That for greater clarity, it is expressly agreed that the provisions of
this Article shall survive termination of this Agreement and/or
Employee' s employment.
NON-COMPETITION
9.5 Accordingly, Employee agrees that for the period set forth in article
9.5.1 hereof, Employee shall not directly or indirectly own, manage,
control, participate in, consult with, render services for, or in any
manner engage in any business competing with the businesses of Employer
or any of its subsidiaries as such businesses exist or are in process
of development on the Termination Date. Nothing herein shall prohibit
Employee from being a passive owner of not more then one percent (1%)
of the outstanding stock of any class of a corporation which is
publicly traded, so long as Employee has no active participation in the
business of such corporation.
9.5.1 The non-competition period referred to in article 9.5 hereinabove shall
be during Employee's employment with Employer and for a period of
eighteen (18) months following the Termination Date.
EMPLOYER CLIENTS AND EMPLOYEES
9.6 For a period of two (2) years commencing on the Termination Date,
Employee shall not (i) induce or attempt to induce any employee of
Employer to leave the employ of Employer, or in any way interfere with
the relationship between Employer and any employee thereof, (ii) hire
directly or through another entity any person who was an employee of
Employer at any time during the twelve (12) months immediately
preceding termination of Employee's employment, or (iii) induce or
attempt to induce any client, customer, supplier, licensee or other
business relation of Employer to cease doing business with Employer, or
in any way interfere with the relationship between any such customer,
supplier, licensee or business relation and Employer.
9.7 Employee acknowledges that during the term of his employment with the
Employer, he will have acquired knowledge of clients' trade secrets,
suppliers' trade secrets, clients' lists of clients and clients' lists
of suppliers. Employee acknowledges that these things cannot be
revealed or substantially copied at any time, whether during the term
of this Agreement or at any time thereafter.
9.8 Employee acknowledges that during the term of his employment with
Employer, he will have acquired trade secrets of Employer and of the
programs and processes and know-how which are unique to Employer as
well as Employer's list of clients. He acknowledges that these things
are the sole property of the Employer, and, therefore, that they shall
not be revealed or substantially copied.
9.9 Employee undertakes and agrees that he will, at all times, abide by the
terms and conditions of the non-disclosure clauses which Employer may
have executed or may execute from time to time in the future in favour
of its clients and/or suppliers.
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MISCELLANEOUS
10.1 Employee acknowledges that this present Employment Agreement is purely
personal to Employee and cannot be assigned without the prior written
consent of Employer, which consent may be withheld at its entire
discretion.
10.2 In the event Employee breaches any provision of this Agreement,
Employer shall have the following rights and remedies, each of which
shall be independent of the others and severally enforceable by
Employer, and each of which shall be in addition to and not in lieu of
any other rights and remedies available to Employer under law or in
equity:
a. in the case of the breach of any of the conditions or
obligations of article 9, the right and remedy to have the
provisions of this Agreement specifically enforced by
injunctive relief in any court of competent jurisdiction, it
being agreed that any breach or threatened breach of this
Agreement would cause irreparable injury to the Employer and
that money damages would not provide an adequate remedy to the
Employer;
b. the right and remedy to require Employee to account
for and pay over to it all profits, monies, accruals,
increments or other benefits, if any, derived or received by
the Employee as a result of any transactions or activities
constituting a breach of this Agreement; and
c. any other rights and remedies recoverable under law.
10.3 In the event Employer breaches any provision of this Agreement, the
Employee shall have the rights and remedies available to him by law.
10.4 Subject to the Memorandum of Agreement referred to in Article 1.2
hereinabove, this Agreement constitutes the entire agreement between
the parties with respect to Employee's employment with Employer and
supersedes all prior agreements and understanding, oral or written,
between the parties hereto with respect to the subject matter hereof.
This Agreement may not be amended, modified, cancelled or annulled
except by a writing duly executed by the parties hereto.
10.5 The waiver by either party hereto of the breach of any provision of
this Agreement by the other party hereto shall not operate or be
construed as a waiver of any subsequent breach by such other party.
10.6 Employee acknowledges that he has had recourse to legal counsel with
respect to the present Agreement, that the extent of his rights and
obligations hereunder have been clearly explained to him and that he
fully understands said rights and obligations and is content and
satisfied therewith.
10.7 The parties hereto further acknowledge that the present Agreement is
not a contract of adhesion and that its terms and conditions have been
freely negotiated.
10.8 Any notices which any party is required to give to any party shall be
deemed to be adequately given if given in writing and sent by
registered mail, postage paid, addressed to the parties hereto at the
following addresses, to wit:
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VI INTERNET TELECOMMUNICATIONS INC.
And INTERNET VIP, Inc.
C/o The Secretary
1155 University, Suite 602,
Montreal, Quebec, H3B 3A7
with a copy to:
Mr. Christian P. Richer
11 Mailhot,
St.Constant, Longueuil,
Quebec
With a copy to:
Mtre Frank M. Schlesinger
Adessky Poulin
Barristers & Solicitors
999 de Maisonneuve St. West, Suite 1800
Montreal, Quebec H3A 3L4
or at such other addresses as the parties may, from time to time,
advise the other party in writing. Nothing herein contained shall
preclude either the parties from giving notice to the other parties in
any other manner susceptible of legal proof.
Any notice sent by registered mail (barring strikes) shall be deemed to
have been received on the third business day following posting.
10.9 This Agreement shall be interpreted according to the laws of Quebec and
the parties elect domicile before the courts of the Judicial District
of Montreal for any legal purposes.
10.10 Masculine pronouns, wherever used herein shall include feminine and
neuter pronouns, and singular nouns or pronouns shall, where
appropriate, include plural nouns or pronouns;
10.11 If any provisions of the present Agreement are, by Judgment of a Court
of competent jurisdiction, declared to be illegal or contrary to public
order and good morals, the remaining provisions of this present
Agreement shall, notwithstanding such nullity, subsist and remain in
full force and effect;
10.12 The terms of the present Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their respective heirs and
legatees and permitted assigns;
10.13 Headings in this Agreement are for convenience only and are not
binding and do not form part of this Agreement.
10.14 This Agreement and all ancillary documentation related thereto are and
shall be drafted in the English language at the request of both
parties. Ce contrat ainsi que toute documentaion y afferante sont et
seront rediges en langue anglaise a la demande des deux parties.
10.15 Employee shall not be entitled to hire members of his family or
personal friends without approval of the Board of Employer, other than
persons employed as technicians at the same pay scale as all other
technicians of Employer.
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IN WITNESS WHEREOF THE PARTIES HAVE SIGNED AT THE PLACE AND UPON THE
DATE HEREINBELOW SET FORTH
AT Montreal, Quebec, this _____ day of April 2000
________________________
Witness INTERNET VIP, Inc.
________________________ By:_____________________
Witness
________________________ VI INTERNET TELE-COMMUNICATIONS INC.
Witness
________________________ By: ________________________
Witness
________________________
Witness
________________________ ____________________________
Witness Christian P. Richer
<PAGE>
SCHEDULE "A" TO EMPLOYMENT AGREEMENT BETWEEN VIP, VIIT and CHRISTIAN P. RICHER
As consideration for his employment, Employee shall receive the
following benefits:
SALARY
1. An annual gross salary of NINETY THOUSAND DOLLARS( USD $90,000), payable on
the 15th and the last day of each month, in instalments of Three Thousand Seven
Hundred and Fifty dollars ( USD $3,750.) each, to be reviewed and adjusted
annually.
BONUS
2.0 RICHER hereby subscribes for and agrees to take up One Hundred Thousand
(100,000) common shares in the common stock of VIP at a purchase price of
(par value) $ 0.0001 Dollars per share in the following manner:
2.01 the subscription shall be accepted by VIP on May 15, 2000 provided
however that this ageement is still in force on such date;
2.02 the purchase price for One hundred Thousand common shares shall be
paid in the following manner:
RICHER shall advise VIP by written notice to the Secretary of the
company of the subscribing of the shares. Such notice shall be
accompanied by a cheque for the subscription.
2.03 Should this agreement be terminated all subscriptions for which
shares have not yet been issued, and options shall become null and void
and as if never made or accepted;
2.1 Provided that RICHER shall be and remain an employee of VIIT, then he
shall have the option, in each year, to purchase up to an additional One
Hundred Thousand (100,000) shares in the common shares of VIP, such option
to be exercised by written notice to the Secretary of the company, to be
given only on March 31st of each year (or in the event March 31st falls on
a non-juridical day on the next following business day), commencing with
March 31st, 2001 at a purchase price and with a method of payment as
follows:
Purchase price - at an exercise price of $0.05 per share, payable with the
giving of the notice in cash or equivalent instruments.
2.11 If the employee is terminated for any reason prior to April 30, 2001,
following such date, any unvested options will expire. If the employee is
terminated for cause, following such date, all options will expire.
2.12 The employee's options are immediately exercisable in full upon a
change of control. The employee's options, following any termination of
the employee's employment, other than for cause, remain exercisable for
the lesser of two years and the remaining term of his options.
2.13 Should RICHER not exercise his option as aforesaid in any year then
the option with respect to such year shall lapse.
2.14 VIP shall not be prohibited from issuing additional shares or making
a public offering of its shares even though such issue or public offering
may dilute RICHER's proportion of ownership of shares in VIP.
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AUTOMOBILE ALLOWANCE
3. Employee shall be entitled to receive an amount for automobile
expenses in each month in the amount of Five Hundred Dollars ($500.00).CDN
SPECIAL CONDITION
4. Employer undertakes and agrees to purchase the billing platform presently
belonging to Employee for a price of Thirty-Five Thousand (USD$35,000) Dollars
payable as follows:
Five Thousand ($5,000) per month commencing June 1, 2000.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
5. The Employer undertakes and agrees to take out and maintain in force
reasonable directors and officers liability insurance and to make Employee a
beneficiary under such insurance.
