EXHIBIT 4.2
THIS AGREEMENT MADE THIS 1st DAY OF AUGUST, 1996
BETWEEN: PURE TECHNOLOGIES INC. (PURE)
OF THE FIRST PART
- AND -
PETER O. PAULSON
OF THE SECOND PART
WHEREAS PURE is authorized by the Board of Directors to carry on a variety of
functions and activities, including monitoring of post-tensioned and
pre-stressed structures, and to employ any officer or other employees that it
considers necessary for the conduct of its operations;
AND WHEREAS Mr. Paulson is willing to be employed by Pure, and Pure is willing
to employ Mr. Paulson, on the terms, covenants and conditions hereinafter set
forth;
NOW THEREFORE in consideration of the mutual promises and agreements hereinafter
contained, Pure and Mr. Paulson agree as follows:
POSITION:
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1.01 Pure hereby agrees to employ Mr. Paulson, and Mr. Paulson hereby agrees
to serve Pure, as President.
TERM:
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2.01 Employment pursuant to this Agreement shall commence on September 3,
1996 and, subject to termination in accordance with clauses 2.02 to
2.05, shall continue for an indefinite term.
2.02 Pure may terminate this Agreement at any time:
(a) For "just cause" (as that expression is understood in
employment jurisprudence) or for a material breach of this
Agreement, in which event Mr. Paulson shall not be entitled to
any notice of termination or to any compensation for lack of
notice or for loss of salary or benefits;
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(b) Without just cause:
(i) by giving eighteen (18) months' notice in writing of
its intention to do so, or
(ii) by payment to Mr. Paulson of an amount equal to Mr.
Paulson's then current salary for a period of
eighteen (18) months, or
(iii) by providing to Mr. Paulson any number of months'
notice and number of months' salary which, in the
aggregate, total eighteen (18) months.
2.03 In the event that Mr. Paulson, by reason of illness, injury or
disability, either physical or mental, should become incapacitated from
carrying out his duties, pursuant to this Agreement, for a period
greater than one hundred twenty (120) continuous days, Pure may
terminate this Agreement without any notice or compensation to Mr.
Paulson, provided that such termination does not adversely affect Mr.
Paulson's entitlement to sickness and disability benefits under the
programs referred to in clause 4.01(b).
2.04 This Agreement shall automatically terminate and be deemed to have been
frustrated upon the death of Mr. Paulson.
2.05 Mr. Paulson may terminate this Agreement at any time, and for any or no
reason, by giving three (3) months notice in writing of his intention
to do so.
DUTIES:
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3.01 During the continuance of this Agreement Mr. Paulson shall be the
President of Pure and shall perform all lawful duties assigned to him
from time to time by the Board of Directors.
3.02 Mr. Paulson shall well and faithfully serve Pure and give his best
efforts to the discharge of his duties under this Agreement.
3.03 Mr. Paulson shall devote the whole of his time and attention to the
business and affairs of Pure and shall not, without the consent in
writing of the Board of Directors engage in any other business or
occupation.
3.04 Mr. Paulson shall not at any time, whether during the continuance of
this Agreement or after, disclose to any person, firm or corporation
any information concerning the private internal affairs of Pure or its
subsidiaries, associates or affiliates, other than for the benefit of
Pure, and Mr. Paulson shall not, either while this Agreement is in
force or thereafter, use any such information to the detriment of Pure.
Upon termination of this Agreement, all materials, information,
intellectual property, and any other assets acquired or produced by Mr.
Paulson in connection with the performance of his duties under this
Agreement shall become the sole property of Pure, and without
additional compensation or payment, shall forthwith transmit such
information and material to the Board of Directors.
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3.05 Mr. Paulson shall abide by any Code of Conduct or Conflict of Interest
Policy or Guideline adopted from time to time by PTI.
COMPENSATION:
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4.01 Subject to clause 4.02, PTI shall pay to Mr. Paulson, as remuneration
for his services under this Agreement, an annual salary of ninety-five
thousand nine hundred dollars ($95,900) effective upon the commencement
of employment under this Agreement, payable in equal bi-weekly
instalments less deductions required by law or authorized by Mr.
Paulson.
4.02 Mr. Paulson's annual salary as set out in clause 4.01 shall be reviewed
on the first day of January in each year of the term of this Agreement
by the Board of Directors who may increase Mr. Paulson's annual salary.
In such event, the increased annual salary shall have effect as if it
were specifically provided for as a term of this agreement.
4.03 Pure may also pay to Mr. Paulson annually or with respect to any other
period, such bonus(es) as the Board of Directors may determine, having
regard to the value of Mr. Paulson's contribution to the success of
Pure and Pure's performance.
4.04 In addition to the salary hereinbefore provided for, Mr. Paulson shall
be entitled to the following benefits and prerequisites:
(a) A paid vacation of twenty-five (25) working days per annum.
The full vacation entitlement must be taken within six (6)
months of the date on which Mr. Paulson became entitled to it,
there being no right to carry forward vacation entitlement
from one year to the next;
(b) Provision by Pure of coverage for health insurance, short-term
and long-term illnesses and disability, and dental and medical
expenses.
(c) Subject to approval by the Board of Directors, reimbursement
for the cost of memberships in appropriate professional
organizations;
(d) Stock Options: If the proposed Major Transaction occurs
between Sextant Enterprise Corp. (SXE) and Pure, whereby Pure
will become a wholly owned subsidiary of SXE, Mr. Paulson will
be granted 225,000 options of SXE on the date of the Major
Transaction.
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GENERAL PROVISIONS:
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7.01 This agreement shall not be assigned by Mr. Paulson.
7.02 This agreement shall be governed by and construed in accordance with
the laws of the Province of Alberta.
PURE TECHNOLOGIES INC.
Signed: /s/ James E. Paulson
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James E. Paulson, Chairman
Witnessed: /s/ M B Morrison Signed: /s/ Peter O. Paulson
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Peter O. Paulson
