EXHIBIT 10.24
[LETTERHEAD OF PORTACOM WIRELESS. INC.]
EMPLOYMENT AGREEMENT
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FOR: DOUGLAS C. MACLELLAN
JANUARY 1, 1997
This Agreement is executed by and between Douglas C. MacLellan ("you", "your" or
"yourself") and PortaCom Wireless, Inc. (hereinafter referred to as "PortaCom"
or "We")
This Agreement, once signed by you, will serve to confirm our mutual
understanding and agreement regarding the provisions of an employment
relationship as described in any and all previous agreements, whether oral or
written.
1. Nature of Employment. You will be employed by PortaCom Wireless, Inc. as
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its Chairman, Chief Executive Officer, and President, and will perform such
duties and assume such additional assignments as may be assigned to you
from time to time by the Board of Directors of PortaCom. You agree to
devote reasonable business time, attentions and energies to performing your
duties for PortaCom and its affiliates faithfully and to the best of your
abilities.
2. Term of Employment. Your employment and compensation with PortaCom are "at
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will" in that they can be terminated with or without cause, and with or
without notice, at any time, at the option of either PortaCom or yourself,
except as otherwise provided by law. The terms of this Agreement,
therefore, do not and are not intended to create either an express and/or
implied term of employment with PortaCom. No manager or representative of
PortaCom, other than the Board of Directors or the Compensation Committee,
acting together, has authority to enter into any agreement for employment
for any specified period of time or to make any agreement or contract to
the foregoing, and any promises to the contrary may only be relied upon by
you if they are in writing and signed by the Board of Directors or the
Compensation Committee of PortaCom. In the event this Agreement is
terminated by either of us, with or without cause, you shall be entitled
only to your salary compensation as provided in paragraph 3 through the
date of your termination. In the event of any termination of employment,
this Agreement shall terminate except that your obligations pursuant to
paragraph 4 shall continue to survive such termination and PortaCom's
obligations pursuant to paragraphs 3 and 4 shall survive such termination.
Douglas C. MacLellan
January 1, 1997 Page 2 of 3
3. Compensation. You will be compensated with a monthly salary in the amount
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of US $16,000.00 to be paid in accordance with PortaCom's normal payroll
practices. You will continue to be entitled to such employee fringe
benefits as PortaCom, in its discretion, makes available generally from
time to time to its executives. Upon presentation of proper documentation
in accordance with PortaCom's practice and prevailing Internal Revenue
Service guidelines, other ordinary and reasonable out-of-pocket business
expenses will also be reimbursed. Should PortaCom cease, at any time
hereinafter, to be governed by and subject to the policies of the Vancouver
Stock Exchange, you will receive a lump sum payment of four month's salary
in the event you are terminated by the Company during the period of this
contract.
4. Arbitration. Because PortaCom is an early-stage company, we think it is
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wise to include a provision dealing with how we will resolve any dispute in
the unforeseen event that we should have one. We are reluctant even to
discuss this subject because we do not foresee the likelihood of any such
dispute. But, we believe prudence dictates that we think about this
matter. Accordingly, in the event there is any dispute between us which we
are unable to resolve ourselves, we both agree by entering into this
Agreement that the exclusive remedy for determining any such dispute,
regardless of its nature, will be by arbitration in Los Angeles County,
California, in accordance with the then most applicable rules of the
American Arbitration Association. In the event the parties are unable to
agree upon an arbitrator, the parties shall select a single arbitrator from
a list of seven arbitrators designated by the American Arbitration
Association; four shall be retired judges of the Superior or Appellate
Courts resident in Los Angeles County who are members of the "independent"
list of retired judges and three shall be members of the National Academy
of Arbitrators resident within Los Angeles County, California. This
agreement to resolve any disputes arising out of your employment or the
termination of your employment by binding arbitration shall extend to
claims against any officers, directors, employees, or agents of PortaCom or
any of the above and shall apply as well to claims arising out of state and
federal statutes and local ordinances as well as to claims arising under
the common law. In the event of any such arbitration, the prevailing party
shall be awarded reasonable attorney's fees as part of the arbitration
award.
5. General Provisions.
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a. This Agreement constitutes the parties' entire agreement with respect
to your employment, and supersedes all prior agreements and
representations whether oral or written.
b. This Agreement may not be amended except by a writing signed by both
parties. It may, however, be supplemented by written policies and
procedures established by PortaCom from time to time which policies
and procedures, whether set forth in an employee handbook or otherwise
are generally applicable to PortaCom's other
Douglas C. MacLellan
January 1, 1997 Page 3 of 3
executive employees. In the event of a conflict between this Agreement
and any PortaCom policy or procedure, the provisions of this Agreement
shall prevail.
c. This Agreement is valid until December 31, 1997.
d. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of California.
e. The Agreement is subject to the approval of the Vancouver Stock
Exchange.
Mr. MacLellan, if you agree with and accept the terms of employment as stated
herein, please sign and date below and return this Agreement to the Compensation
Committee. We are confident your employment with PortaCom will continue to prove
mutually beneficial.
Very truly yours,
PORTACOM WIRELESS, INC.
Compensation Committee:
__________________________ ___________________________
Keith A.J. Hay Stephen M. Leahy
__________________________
Stephen O. Stephens
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I concur with the provisions of this Agreement:
_________________________________________
Douglas C. MacLellan
Dated:_____________________
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