Exhibit 6
EMPLOYMENT CONTRACT
THIS AGREEMENT made as of the day of October, 1998,
B E T W E E N :
JOHN EINARSEN, of the State of Illinois
(hereinafter called the "Employee")
OF THE FIRST PART
A N D :
TELECOM CORPORATION OF CHICAGO, a
corporation incorporated under the laws of the
State of Illinois
(hereinafter called the "Employer")
OF THE SECOND PART
A N D :
OFFICELAND INC., a corporation incorporated under
the laws of the Province of Ontario
(hereinafter called the "Officeland")
OF THE THIRD PART
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the mutual covenants and agreements herein contained, the parties hereby
mutually covenant and agree as follows:
ARTICLE 1.00 - EMPLOYMENT
1.1 The Employer hereby agrees to employ the Employee in the capacity of
Vice-President under the direction of its board of directors and/or the board
of directors of Officeland and the Employee agrees to accept such employment
upon the terms and conditions hereinafter set forth.
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1.2 For good and valuable consideration, the receipt of which is hereby
acknowledged by Officeland, Officeland hereby guarantees the performance by the
Employer of its obligations to the Employee hereunder. The Employee agrees that
at the option of Officeland, exercisable at any time and from time to time, any
one or more of the references hereunder to the Employer shall apply equally or
in the alternative to Officeland, either in whole or in part, as may be
determined by Officeland, such that Officeland shall be entitled to the benefit
of and to exercise all of the rights of the Employer hereunder either together
with or in the place and stead of the Employer.
ARTICLE 2.00 - TERM
2.1 The term of employment of the Employee hereunder shall be for a period
commencing on October , 1998 (the "Commencement Date") and expiring on
November 30, 2001 unless terminated at an earlier time in accordance with the
provisions of this Agreement (the "Term").
2.2 If, within ninety (90) days prior to the expiration of the Term, the
Employer and the Employee are unable to agree upon the terms of renewal of this
Agreement then this Agreement shall be at an end upon the expiration of the
Term.
ARTICLE 3.00 - OBLIGATIONS OF THE EMPLOYEE
3.1 During the Term and any renewal thereof, the Employee shall perform the
reasonable and lawful acts and duties required by the board of directors of the
Employer and/or by the board of directors of Officeland to be performed by the
Employee, which acts and duties shall not be inconsistent with the acts and
duties required to be performed by persons occupying similar positions in
businesses of similar nature and size.
3.2 The Employee shall devote his full time and attention to the business and
affairs of the Employer.
3.3 Subject to the approval of the Board of Directors of the Employer, the
Employee shall have the authority to hire, discharge and set the compensation
for the employees of the Employer (other than the compensation of the
Employee).
ARTICLE 4.00 - COMPENSATION
The Employer shall pay to the Employee compensation for services
rendered on the following terms and conditions:
4.1 The Employer shall pay as salary, during the first year of the Term,
commencing on the Commencement Date, the amount of One Hundred and Fifty
Thousand Dollars ($150,000)
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payable in equal weekly instalments in arrears or in such other periodic
instalments as may from time to time be mutually agreed upon by the Employer
and the Employee.
4.2 The salary paid to the Employee shall be reviewed sixty (60) days prior to
each anniversary of the Commencement Date and shall be adjusted effective on
each such anniversary date at such rate and on such terms as shall be mutually
agreed upon by the Employee and the Employer; provided that for any year or
portion thereof following the first year of this Employment Agreement, in no
event shall the salary paid to the Employee (pro rata for any period less than
a year) be less than the salary paid to the Employee in the immediately
preceding year, nor shall such salary, in any year (pro rata for any period
less than a year), be less than the salary payable to any of the Senior
Management Officers of Officeland Inc. In this Agreement, the term "Senior
Management Officers of Officeland Inc." means, collectively, Marvyn Budd,
Ronald Faust and Edwin (Ted) Lax.
4.3 The Employer shall provide, as an additional benefit by way of compensation
(the "Additional Benefits"), participation in any group benefit plan ordinarily
maintained by the Employer for salaried employees, to the levels provided by,
and in accordance with the Employer's usual policy, including medical plan,
dental plan or any other type of plan adopted by the Employer for the benefit
of its salaried employees.
4.4 In addition, the Employer shall provide the following to the Employee in
respect of the services to be performed hereunder:
(a) reimbursement of all out-of-pocket expenses properly incurred
by the Employee in connection with his employment including,
without limitation, all travelling and promotional expenses;
(b) an annual automobile allowance in the amount of Ninety-Six
Hundred Dollars ($9,600) and the reimbursement of all
reasonable business expenses pertaining to the use of an
automobile;
(c) an annual country club allowance in the amount of
Seventy-Five Hundred Dollars ($7,500); and
(d) payment of membership dues and fees of the Employee in such
other clubs and organizations as may be mutually agreed upon
by the parties hereto.
ARTICLE 5.00 - CONFIDENTIALITY
5.1 During the Term and any renewal thereof, the Employee will exert his best
efforts to promote the interests of the Employer. The Employee shall not,
either before or after the termination of this engagement, disclose any
confidential information respecting the business of
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the Employer or its customers, or make known any trade secrets of the Employer
to which he was given access by the Employer, either during the period of this
engagement or afterwards.
5.2 Upon the termination of his employment, regardless of the time, manner or
cause of termination, the Employee agrees to surrender to the Employer all
lists, books and records of or relating to the Employer and all other property
belonging to the Employer.
ARTICLE 6.00 - NON-COMPETITION
6.1 The Employee agrees that if his employment is terminated for any reason
whatsoever in accordance with the provisions of this Agreement, he will not,
during the period commencing on the date of such termination and ending on the
second anniversary of the date of such termination,
(a) within North America, by himself, or in partnership with or
in conjunction with or as an employee, officer, director,
manager or agent of any other person, firm or corporation or
in any other capacity whatsoever, either directly or
indirectly, undertake, carry on or be engaged in or have any
financial interest in, or in any other manner advise or
assist any person, firm or corporation other than the
Employer or pursuant to any agreement be engaged in or
interested in any business within the geographical area
restricted as aforesaid, directly or indirectly, competitive
with the business of the Employer; or
(b) interfere with or prejudice in any way the business
relationship between the Employer and its customers and
suppliers who were customers and suppliers of the Employer at
the date of termination of the Employee's employment,
including, without limiting the generality of the foregoing,
soliciting or assisting any other person to solicit, for the
benefit of any person other than the Employer, any such
supplier of the Employer with a view to requesting, inducing
or persuading such suppliers to supply merchandise, goods
and/or services to any person other than the Employer,
identical or similar to the Employer; or solicit or assist
any other person to solicit, for the benefit of any person
other than the Employer, any such customer of the Employer
with a view to requesting, inducing or persuading such
customer to purchase merchandise, goods and/or services from
any person other than the Employer, identical or similar to
the merchandise, goods and/or services supplied by the
Employer to such customer .
6.2 The covenants agreed to and contained in this Article or part hereof are
each separate and distinct from every other covenant set forth in this
Agreement and it is agreed that if any court of competent jurisdiction adjudges
that the whole or any part of this Article is void or unenforceable then such
part shall be severable from and shall not render unenforceable the remainder
of this Article and this Agreement.
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6.3 The parties recognize and acknowledge that neither the Employer nor the
Employee has an adequate remedy in the event that the Employee violates any of
the covenants under this Article and each of them acknowledge that the
covenants and conditions of the Employee are reasonable and necessary for the
protection of the business of the Employer and therefore the Employer shall be
entitled to injunctive relief in the event of any violation by the Employee of
any such covenant or covenants. Without limiting the generality of the
foregoing, the Employee acknowledges and agrees that the Employee's covenants
in this Article 6.00 form a substantive part of the consideration and
inducement to Officeland to enter into a Stock Purchase Agreement effective as
of October 9, 1998 with the Employee pursuant to which Officeland agreed to
purchase all of the issued and outstanding shares of the Employer.
ARTICLE 7.00 - TERMINATION
7.1 The Employer may terminate this Agreement at any time for just cause
without any period of notice or compensation in lieu of notice, but upon
written notice to the Employee setting out, with reasonable particularity, the
circumstances constituting the basis for the termination for just cause.
Without limiting the generality of the foregoing, the occurrence of any one of
the following shall be deemed to constitute just cause:
(a) the death of the Employee; or
(b) the commission by the Employee of any fraud or theft against
the Corporation; or
(c) the commission by the Employee of any other criminal offence
which is incompatible with his role as an employee of the
Corporation and which results in the Employee being convicted
and incarcerated in respect thereof for a period of thirty
(30) days or more; or
(d) the wilful disregard or failure of the Employee to perform
those obligations which are within the Employee's control and
which are the essence hereof and such wilful disregard or
failure continues unremedied after thirty (30) days' written
notice thereof with particulars has been given to the
Employee; or
(e) the Employee is mentally or physically disabled and is unable
to perform his duties hereunder for a period of four (4)
consecutive months or six (6) months, in the aggregate, in
any twelve (12) month period.
7.2 In the event that the employment of the Employee is terminated for just
cause, he, or his personal representative, shall only be paid the agreed salary
and Additional Benefits or appropriate portion thereof and expenses up to the
date of termination of this Agreement and he shall have no further claim
against the Employer for compensation of any kind whatsoever.
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7.3 Without in any way limiting the Term or duration of this Agreement, the
parties hereto covenant and agree that, subject to the right of the Employer to
terminate this Agreement for just cause, neither party will give notice of
termination to the other prior to the second anniversary of the Commencement
Date.
7.4 On or after the second anniversary of the Commencement Date, the Employer
may terminate this Agreement for any reason upon payment to the Employee, in
addition to any amounts then owing to the Employee pursuant to this Agreement,
of an amount equal to the aggregate amount of remuneration payable to the
Employee pursuant to section 4.1 hereof for the unexpired balance of the Term
together with an amount equal to the aggregate of all amounts to which the
Employee would have been entitled by way of Additional Benefits had he remained
an employee of the Employer to the end of the Term.
7.5 On or after the second anniversary of the Commencement Date, the Employee
may terminate this Agreement upon giving reasonable written notice to the
Employer; however, upon receiving such notice, the Employer may, at its option,
exercisable at any time during the said notice period, choose to accept the
resignation of the Employee as being effective at a date within such notice
period chosen by the Employer and to provide reasonable compensation to the
Employee in compensation for the remaining portion of the notice period.
ARTICLE 8.00 - SEVERABILITY
8.1 In the event that any article or paragraph of this Agreement is held to be
invalid or unenforceable by a court of competent jurisdiction, such invalidity
or unenforceability shall not affect the remainder of the provisions hereof,
but such part shall be fully severable, and this Agreement. shall be construed
and enforced as if such invalid or unenforceable part had not been included
herein, and the parties do hereby agree that they would have signed this
Agreement without such invalid or unenforceable part.
ARTICLE 9.00 - VACATIONS
9.1 The Employee shall be entitled to five (5) weeks' paid vacation in each
year, provided that no more than two (2) consecutive weeks' vacation shall be
taken at any one time nor more than two (2) weeks in the aggregate in any
thirty (30) day period except as may be mutually agreed between the Employer
and the Employee.
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ARTICLE 10.00 - GENERAL PROVISIONS
10.1 Any notice or writing required or permitted to be given hereunder for the
purposes hereof, shall be sufficiently given, if delivered to the party to whom
it is given or mailed by prepaid registered mail, addressed to such party as
follows:
(a) to the Employee at: o
(b) to the Employer at: 312 Dolomite Drive
Downsview, Ontario
M3J 2N2
or at such other address as the party to whom such writing is to be given shall
have last notified the other party giving the same in the manner provided in
this subarticle. Any notice or writing mailed as aforesaid shall be deemed to
have been given and received on the fourth (4th) business day next following
the date of its mailing. Any notice or writing delivered by the party hereto,
to whom it is addressed, shall be deemed to have been given and received on the
day it is delivered, provided that if such day is not a business day then the
notice or writing shall be deemed to have been given and received on the
business day next following such date.
10.2 This Agreement shall be interpreted and governed in accordance with the
laws of the State of Illinois.
10.3 Time shall be of the essence of this Agreement and every part hereof.
10.4 This Agreement shall constitute the entire agreement between the parties
hereto with respect to all the matters herein, and its execution has not been
induced by, nor do any of the parties hereto rely upon, or regard as material,
any representations or writings whatsoever, not incorporated herein and this
Agreement shall not be amended, altered or qualified except by memorandum in
writing signed by all the parties hereto.
10.5 Unless otherwise expressly provided herein, all dollar amounts referred to
in this Agreement are expressed in U.S. funds.
10.6 Neither this Agreement or any rights or obligations hereunder shall be
assignable by either party hereto without the prior written consent of the
other party. Subject thereto, this Agreement shall enure to the benefit and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
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10.7 The parties hereto shall do such things and sign such documents as may be
necessary or desirable to give full effect and force to this Agreement.
IN WITNESS WHEREOF the Employee hereto has hereunto set his hand
and seal, and the Employer hereto has hereunto caused to be affixed its
corporate seal duly attested to by the hands of its proper signing officers
authorized in that behalf, the date first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of )
) /S/ John Einarsen
) ----------------------------
) JOHN EINARSEN
)
TELECOM CORPORATION OF
CHICAGO
Per: /S/ Marvyn Budd
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Marvyn Budd, President
OFFICELAND INC.
Per: /S/ Marvyn Budd
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Marvyn Budd, President
Per: /S/ Christopher Walker
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Christopher Walker,
Assistant Secretary