<PAGE> 1
[SMARTSOURCES LOGO] EXHIBIT 10.43
EMPLOYMENT AGREEMENT
June 1, 2000
Jack Michaan
3455 22nd Avenue West
Vancouver, BC
"PERSONAL & CONFIDENTIAL"
Dear Jack:
This letter will confirm your terms of employment with SmartSources.com
Technologies Inc. ("SmartSources.Com"). Please note that the functions listed
below are not all inclusive and may at the sole discretion of SmartSources.Com
be changed to fit the business needs of SmartSources.Com. At present, the
details are as follows:
POSITION
Your position with SmartSources.Com will be that of CHIEF TECHNOLOGY OFFICER.
You will report to Nathan Nifco, Chairman, President and CEO.
INTRODUCTORY PERIOD
This contract acknowledges that your employment with SmartSources.com started on
December 1, 1999 and that upon successful completion of a performance evaluation
period you where granted a permanent employment contract on March 1, 2000.
WAGES OR SALARY
Your salary will be $10,833.34 per month to be paid in semi-monthly installments
(the "BASE SALARY").
EXPENSES
In accordance with policies formulated by SmartSources.Com from time to time,
you will be reimbursed for all reasonable travelling and other business expenses
actually and properly incurred by you in connection with the performance of your
duties and functions. For all such expenses, you will be required to keep proper
accounts and to furnish statements and receipts to SmartSources.Com within 30
days after the date the expenses are incurred.
<PAGE> 2
BENEFITS
Benefits are currently provided through The Great-West Life Assurance Company.
The type of benefits provided to you, or the carrier providing those benefits,
may change from time to time depending on the terms negotiated by
SMARTSOURCES.COM with its benefits carrier. The following list of benefits are
currently available:
o Extended medical plan.
o Dental plan.
o Long-term disability insurance
o Life insurance
Please complete the enclosed applications for benefits. You are responsible for
your own Provincial Medical Plan premiums.
VACATION
You are entitled to 3 weeks of annual vacation per each year of employment with
SMARTSOURCES.COM to be taken at such time as may be arranged with your immediate
supervisor. SMARTSOURCES.COM'S policy is to have all employees take their
vacation time in the year earned.
CONFIDENTIALITY & ASSIGNMENT OF INVENTIONS
The terms of the Employee Confidentiality & Assignment of Inventions Agreement
(attached hereto) shall form part of this Employment Agreement, and any breach
of the Employee Confidentiality & Assignment of Inventions Agreement shall be
deemed a breach of this Agreement.
TERMINATION OF EMPLOYMENT
It is agreed that any termination of your employment shall occur on the
following basis:
o without notice by SMARTSOURCES.COM if just cause for
termination exists, or
o you may resign on giving SMARTSOURCES.COM 1 month written
notice of the effective date of your resignation. On receipt
of your notice of resignation, SMARTSOURCES.COM may elect to
pay you 1 month Base Salary in lieu of notice, in which case
your employment will terminate immediately upon receipt of
such payment;
o at any time by either party, if there is a material breach of
the terms of this agreement, or
o by SMARTSOURCES.COM at any time, for any reason whatsoever, on
payment to you of compensation for length of service in
accordance with the requirements of the British Columbia
Employment Standards Act in force at the time of your
termination. For greater certainty SMARTSOURCES.COM'S maximum
liability to you for wrongful
<PAGE> 3
dismissal, severance pay, or payment in lieu of notice shall
be limited to payment of the amount as specified in the
British Columbia Employment Standards Act.
o you acknowledge and agree that in the event of the termination
of your employment, you will not be entitled to any claim
against SmartSources.com for loss, damages or any other remedy
with respect to the loss of any right to exercise stock
options which would have vested and become exercisable at any
time after your last day of work for SmartSources.com. Your
right to exercise any stock options vested as of your last day
of work for SmartSources.com shall be strictly limited by the
terms set out in the stock option plan or agreement. In
consideration of these limited rights you hereby expressly
release SmartSources.com from all claims, demands, damages,
actions or causes of action of any sort which you may have
with respect to the loss of any right to exercise your stock
options (or any part thereof) which would or might have vested
or become exercisable at any time after your last day of work
for SmartSources.com including without limitation the whole or
any part of any stock options which would or might have become
vested or exercisable during any period of reasonable notice
deemed due to you on termination of your employment.
RULES & EMPLOYMENT POLICIES
You agree to be bound by SmartSources.com's rules and employment policies as per
the Employee Manual. Any failure to follow these rules or policies may lead to
discipline or dismissal for cause. It is further understood that
SmartSources.com may change such rules or policies from time to time by posting
such changes and providing you with a copy of any such new rules or policies.
GENERAL
Should your position, compensation or benefits change over time, it is agreed
that this Agreement shall be deemed to have been amended to incorporate such
changes. For greater certainty it is however confirmed that any changes to your
position, salary or benefits during your employment with SmartSources.com shall
not affect in any way the continued validity of the Confidentiality and
Termination provisions of this Agreement.
Please indicate your agreement with the terms and conditions of your employment
with SmartSources.com as outlined in this Agreement by signing and returning a
copy of this Agreement.
We hope you find that the above Agreement is to your satisfaction and we look
forward to your contribution to our team.
Yours truly,
SmartSources.com Technologies Inc.
/s/ NATHAN NIFCO
---------------------------------
<PAGE> 4
ACCEPTED AND AGREED TO THIS 5 DAY OF SEPTEMBER, 2000. I HAVE READ AND UNDERSTAND
THE TERMS AND CONDITIONS OF EMPLOYMENT SET OUT IN THIS LETTER AGREEMENT.
/s/ JACK MICHAAN
------------------------------
Signature of Employee
