SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 5th day of August, 1999 (the "Effective
Date").
B E T W E E N:
INFOCAST CORPORATION, a corporation
incorporated under the laws of the State of Nevada,
in the United States of America
(hereinafter referred to as the "Employer")
OF THE; FIRST PART
and
JAMES WILLIAM LEECH, of the City of Toronto,
in the Province of Ontario
(hereinafter referred to as the "Employee")
OF THE SECOND PART
WHEREAS the Employer wishes to employ the Employee in the
capacity of President and Chief Executive Officer effective September 4, 1999
(the "Start Date");
AND WHEREAS the Employer recognizes that the Employee will
render and provide to the Employer special skills which are essential to the
continued growth of the Employer's business and the Employer believes that it is
reasonable and fair to the Employer that the Employee receive fair incentive and
security of employment and compensation terms;
AND WHEREAS the Employer and the Employee have agreed to enter
into this Employment Agreement to formalize in writing the terms and conditions
reached between them governing the Employee's employment;
NOW THEREFORE in consideration of the mutual covenants and
agreements herein contained and Or other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties, the
parties hereto agree as follows:
Article 1.
RETENTION. DUTIES AND POP OF THE EMPLOYEE
1.1. Employment of Employee.
The Employer hereby employs the Employee effective the Start Date as
its President and Chief Executive Officer to perform the duties and
responsibilities incident to such position, subject at all times to the control
and discretion of the Board of Directors of the Employer (the "Board"). Such
employment shall continue, unless and until terminated in accordance with
Article 4 of this Agreement.
1.2. Acceptance of Employment: Time and Attention.
The Employee hereby accepts such employment and agrees that throughout
the period of his employment hereunder, except as hereinafter provided, he will
devote substantially all his time, attention, knowledge and skills, faithfully,
diligently and to the best of his ability, in furtherance of the business of the
Employer, and will perform the duties and responsibilities assigned to him
pursuant to Section 1, subject, at all times, to the direction and control of
the Board. As an executive officer, the Employee shall perform such specific
duties and shall exercise such specific authority related to the management of
the day-to-day operations of the Employer consistent with his position as
President and Chief Executive Officer as may be assigned to the Employee from
time to time by the Board. The Employee shall at all times be subject to,
observe and carry out such rules, regulations, policies, directions and
restrictions as the Employer shall from time to time establish. During the
period of his employment hereunder, the Employee shall not, directly or
indirectly, accept employment or compensation from, or perform services of any
nature for, any business enterprise other than the Employer. Notwithstanding the
foregoing, the Employer acknowledges and agrees that (i) during the term of this
Agreement, the Employee may serve as a member of the Board of Directors of other
corporations, and receive remuneration for such services, provided that the
business of the Employer and provided that it does not otherwise interfere with
the performance of his duties to the Employer in any material way and (ii) the
Employee's current employer may require that the Employee provide transition
assistance for up to 30 days after the Start Date. The Employee shall be elected
to such offices of the Employer as may from time to time be determined by the
Board. During the period of the Employee's employment hereunder, he shall not be
entitled to additional compensation for serving in any offices of the Employer
to which he is elected or appointed.
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1.3. Board of Directors
The Employer agrees to include the Employee as a management nominee for
election to the Board to solicit proxies in favour of such election at all
meetings of Shareholders during the term of this Agreement.
Article 2.
COMPENSATION AND BENEFITS
2.1. Remuneration.
For the performance of his services hereunder, the Employee shall be
paid a salary (the "Base Salary") of Cdn. $330,000 per annum, payable twice
monthly in arrears. The Employee's Base Salary shall be reviewed annually by the
Board and, from time to time during the term of this Agreement, may be increased
in the sole discretion of the Board.
In the event that the Employee ceases to be a full-time employee but is
a member of the Board, the Employee shall paid the same director fees paid by
the Employer to its outside directors, from the date full-time employment
ceases.
2.2. Benefits and Perquisites
Provided the Employee is otherwise eligible, the Employee will be
entitled to participate in all benefit plans and to receive all perquisites
enjoyed by the senior employees of the Employer. The Employer will pay the costs
of the Employee's existing disability insurance with annual premiums of
approximately Cdn. $5,000. All benefit plans will be governed and interpreted by
their written terms, if applicable. In the event that the Employee's employment
is terminated for any reason whatsoever, the Employer shall pay for and on
behalf of the Employee the cost of all outplacement services reasonably required
by the Employee which cost shall not exceed Cdn. $35,000.
2.3. Incentive Plans.
The Employee will be entitled to participate in all incentive plans
(including, without limitation, a Bonus Plan which includes an entitlement to an
annual target bonus of 50 percent of Base Salary to be paid within 90 days
following the Employer's fiscal year end, and the Share Option Plan) made
available to any employee of the Employer. Except as provided for herein, all
incentive plans will be governed and interpreted by their written terms, if
applicable.
It is agreed that the Employee's bonus for the period ending March 31,
2000 shall be Cdn. $30,000 and shall be paid, on a prorated basis, at the end of
each calendar quarter. It is further agreed that for all subsequent 12 month
periods, the minimum annual bonus shall be Cdn. $50,000, payable Cdn. $12,500
per quarter.
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It is acknowledged that on June 1, 1999 the Employer granted the
Employee 750,000 options to purchase common shares on terms substantially the
same as those set forth in the InfoCast Corporation 1999 Share Option Plan (a
copy of which is attached as Schedule A hereto) except as otherwise provided
herein. These options were issued with an exercise price of US$7.00 each, which
the Employer represents was the fair market value of the underlying common
shares at the date the options were issued, and a term of 5 years from their
date of issue. The terms of these options provide that they vest as to 250,000
options upon the Employee assuming the position of the Employer's President and
Chief Executive Officer, 250,000 on the first anniversary thereof and the
remaining 250,000 on the first anniversary thereof and the remaining 250,000 on
the second anniversary thereof.
2.4. Out-of-Pocket Expenses.
The Employee shall, upon production of supporting statements and
vouchers, be reimbursed forthwith by the Employer in accordance with applicable
policies of the Employer for all reasonable out-of-pocket expenses actually
incurred by the Employee in the performance of his duties under this Agreement.
The Employer shall pay the Employee's reasonable legal fees and expenses
incurred in connection with finalizing his employment arrangements to a maximum
of Cdn. $10,000.
2.5. Vacation.
The Employee is entitled to a minimum of four weeks paid vacation in
respect of each 12 month period of his employment hereunder. To the extent that
the Employee does not utilize his full vacation entitlement in any given year,
the Employee shall be entitled to carry forward his vacation entitlement to the
next year provided that the Employee shall not be entitled to accumulate more
than 10 weeks vacation.
Article 3.
EMPLOYEE'S NEGATIVE COVENANTS
3.1. Confidential Information.
The Employee acknowledges that, in the course of carrying out,
performing and fulfilling his obligations to the Employer under this Agreement,
the Employee will have access to and will be entrusted with information that
would reasonably be considered confidential to the Employer and its affiliates,
clients or suppliers, the disclosure of any of which to competitors of the
Employer or any of its affiliates, clients or suppliers, or the general public,
would be highly detrimental to the best interests of the Employer. Except as may
be required in the course of carrying out his duties under this Agreement, the
Employee therefore covenants and agrees that he will not disclose or directly or
indirectly caused to be disclosed, during his employment or any time thereafter,
any of such information to any person, other than the directors, officers or
employees of the Employee or any of its affiliates that have a need to know such
information, nor
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shall the Employee use or exploit, directly or indirectly, the same for any
purpose other than the purposes of the Employer. This provision will not apply
to any confidential information which is publicly available through no fault of
the Employee or which the Employee is required by law to disclose.
3.2. Corporate Opportunities.
Any business opportunities related to the business of the Employer or
any of its affiliates which become known to the Employee during the period of
his employment hereunder must be fully disclosed and made available to the
Employer by the Employee and the Employee agrees not to take or omit to take any
action if the result would be to divert from the Employer or any of its
affiliates any opportunity which is within the scope of its business as known to
the Employee from time to time.
3.3. Proprietary Information.
The Employee acknowledges and agrees that all right, title and interest
in and to any information, trade secrets, inventions, discoveries, improvements,
research materials and databases, including but not limited to patents,
copyright, design and moral rights in the results thereof, made or conceived by
the Employee during his employment with the Employer relating to the business or
affairs of the Employer or any of its affiliates shall belong to the Employer
and the Employee hereby waives any and all moral rights he may have in
connection thereto. The Employee shall promptly communicate to the Employer all
information concerning such proprietary information and, if requested by the
Employer, the Employee shall provide, at the expense of the Employer, all such
assistance as the Employer considers necessary to secure the vesting of such
rights in the Employer. The Employee hereby, for the term of this Agreement,
irrevocably appoints the Employer as the Employee's attorney with full power in
Employee's name to execute and deliver documents and do any things which the
Employer may consider necessary or desirable for purposes of giving effect to
this Section 3.3. The Employee hereby agrees to ratify and confirm whatever the
Employer may lawfully do as the Employee's attorney.
3.4. Non-Competition.
(a) In consideration of his employment hereunder, the Employee
shall not, during the Employee's term of employment (as set
forth in Section 1.1) and during the 6 month period following
the date that the Employee ceases to be an employee of the
Employer or other termination of this Agreement (regardless of
what initiated the termination and whether with or without
cause), either individually or in partnership or in
conjunction in any way with any person or persons,
corporation, partnership or other entity, whether as principal
agent, director, member, officer, consultant, shareholder,
guarantor, creditor in or any other manner whatsoever,
directly or indirectly:
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(i) solicit, interfere with, endeavour to entice away
from the Employer or any of its affiliates, accept
any business related to the Restricted Business from,
or sell any product or render any service related to
the Restricted Business to, any person, firm, or
corporation who is or was a client, customer or
supplier of the Employer or any of its affiliates
with whom the Employer or its affiliate has or has
had any dealing during the 6 month period immediately
preceding the date upon which the Employee ceases to
be an employee of the Employer;
(ii) offer employment to (unless previously terminated by
Employer) or endeavour to entice away from the
Employer or any of its affiliates, any person
employed by the Employer or its affiliates at the
date upon which the Employee ceases to be an employee
of the Employer or interfere in any way with the
employment relationship between such employee and the
Employer or its affiliate, as the case may be or
induce, influence or seek to induce or influence any
person engaged as an employee, representative, agent,
independent contractor or otherwise by the Employer,
to terminate his or her relationship with the
Employer;
(iii) engage in, carry on or otherwise be concerned with or
have any interest in, or advice, lend money to,
guarantee the debts or obligations of, or permit the
Employer's name or any part thereof to be used to
employer by, and person, firm, association, syndicate
or corporation engaged in or concerned with, a
Restricted Business in North America; or
(iv) own, manage, operate, join, control, participate in,
invest in, or otherwise be connected with, in any
manner, whether as an officer, director, employee,
partner, investor or otherwise, any business entity
engaged in or concerned with, a Restricted Business
in North America.
For the purpose of this Section 3.4(a), "Restricted Business"
means any business carried on by the Employer or any of its
affiliates at the date upon which the Employee ceases to be an
employee of the Employer.
(b) The foregoing covenants are given by the Employee
acknowledging that the Employee either has or will have
specific knowledge of the affairs or the Employer and its
business. Therefore, the Employee hereby acknowledges and
agrees that all covenants, provisions and restrictions
contained in this Article 3 are reasonable and valid in the
circumstances of this Agreement, and all defenses to the
strict enforcement thereof by the Employer are hereby waived
by the Employee. The Employee acknowledges and agrees that any
breach by the Employee of the covenants, provisions and
restrictions contained in this Article 3
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during the term of his employment under this Agreement shall
constitute cause for termination.
(c) The Employee further acknowledges and agrees that in the event
of a breach of the covenants, provisions and restrictions in
this Article 3, the Employer's remedy in the form of monetary
damages may be inadequate and that the Employer shall be and
is hereby authorized and entitled, in addition to all other
rights and remedies available to the Employer, to apply for
and obtain from any court of competent jurisdiction interim
and permanent injunctive relief and an accounting of all
profits and benefits arising out of such breach. The Employee
also acknowledges that the operation of the foregoing
covenants may seriously constrain his freedom to seek other
remunerative employment.
3.5. Investments.
Nothing in this Agreement shall be deemed to prevent or prohibit the
Employee from owning shares in a public company as an investment, so long as the
Employee does not own more than 5 percent of the outstanding voting shares
thereof.
3.6. Survival.
Neither the termination of this Agreement, nor of the Employee's
employment hereunder, shall terminate or affect in any manner any provision of
this Article 3 that is intended by its terms to survive such termination.
3.7. Qualification of Non-Competition.
If the provisions of Section 3.4 are ever adjudicated to exceed the
limitations on time or geographic scope permitted by applicable law, then such
provisions shall be deemed to be amended to the maximum time or geographic scope
permitted by applicable law.
Article 4.
TERMINATION
4.1. Termination for Cause, Disability, Etc.
(a) Subject to Section 4.4, the Employer may terminate this
Agreement and the Employee's employment hereunder without
payment of any compensation either by way of anticipated
earnings or damages of any kind for any of the following
reasons:
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(i) cause which, for the purposes of this Agreement,
means a wilful refusal on the part of the Employee to
perform the services required of him under this
Agreement (including the wilful and intentional
withholding of services thereunder), any breach of
his fiduciary duties to the Employer likely to cause
material harm to the Employer, fraud or any
conviction of a felony or indictable offense or any
crime involving moral turpitude or any of the theft
or dishonesty relating to a matter material to the
Employer, provided that a wilful refusal to perform
the services required under this Agreement will
constitute cause only if the Employee fails to
terminate the relevant actions or cure the relevant
failure to act and remedy any harm therefrom within
10 business days after receipt of written notice to
such wrongful act, failure to act or harm from the
Employer;
(ii) disability which, for the purposes of this Agreement,
means the eligibility of the Employee for long term
disability benefits under the disability insurance
referred to in Section 2.2 of this Agreement; or
(iii) death of the Employee.
(b) In the event of termination pursuant to Section 4.1(a), the
Employee's sole entitlement shall be his Base Salary to and
including the date of termination, all benefits accrued to the
date of termination and all rights pursuant to any Share
Option Plan governing options issued to the Employee. For
greater certainty, the Employee shall not be entitled to any
part or pro rata payment for any unpaid bonus or payments
pursuant to any incentive plans except to the extent earned
but not yet paid for the fiscal year immediately preceding the
date of termination.
(c) In the event of termination pursuant to Section 4.1(a)(ii) or
(iii) above, the Employee's sole entitlement shall be his Base
Salary to and including the date of termination, all benefits
accrued to the date of termination, all rights pursuant to any
Share Option Plan governing options issued to the Employee
(provided that all such options shall immediately accelerate
and vest in the Employee or the legal representative of his
estate, as applicable) and a pro rata payment for all bonuses
(calculated as the greater of the bonus which would be paid
under the Employer's bonus plan on the basis that targets were
met and 50% of annual Base Salary) and payments pursuant to
any incentive plans up to the date on which the Employee's
active employment ceased.
4.2. Other Termination by Employer without Cause.
Notwithstanding anything contained in this Agreement and subject to
Section 4.4, where the provisions of Section 4.1 do not apply, this Agreement
and the Employee's employment under this Agreement may be terminated at any time
by the Employer during the term set out in Section 1.1 as follows:
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(a) the Employer shall pay to the Employee his Base Salary to and
including the date of termination, together with a lump sum
amount equal to 2 times his annual Base Salary (the "Base
Severance");
(b) the Employer shall pay the Employee a lump sum amount in lieu
of his annual bonus equal to the Base Severance times the
higher of 50% or the percentage last used in determining the
Employee's annual bonus.
(c) all options for shares of the Employer issued to the Employee
shall immediately accelerate and vest in the Employee and the
exercise period for all options for shares of the Employer
issued to the Employee shall be 24 months from the date of the
termination.
(d) the Employer shall continue, for a period of 24 months from
the date of termination of this Agreement, all group
insurance, pension or other benefits and all perquisites at a
level equivalent to those provided to the Employee immediately
proceeding the date of termination, provided that if the
Employer cannot continue any particular group insurance or
other benefit or perquisite, the Employer shall reimburse the
Employee for the cost to the Employee to replace such group
insurance or other benefit or perquisite; and
(e) the Employer shall pay the Employee all bonuses (calculated as
the greater of the bonus which would be paid under the
Employer's bonus plan on the basis that targets were met and
50% of annual Base Salary) and payments under the incentive
plans pro rata to the date of termination.
4.3. Other Termination by Employee.
Notwithstanding anything contained in this Agreement and subject to
Section 4.4, where the provisions of Section 4.1 do not apply, this Agreement
and the Employee's employment under this Agreement may be terminated at any time
by the Employee during the term set out in Section 1.1 upon three (3) months'
notice in the case of termination before the second anniversary of the Start
Date, and one (1) months' notice in the case of termination on or after the
second anniversary of the Start Date, in writing by the Employee to the
Employer. In that event, the following shall apply:
(a) the Employer shall pay to the Employee his Base Salary to the
effective date of resignation;
(b) the Employer shall pay the Employee a lump sum amount in lieu
of his annual bonus equal to the Base Salary times the higher
of 50% or the percentage last used in determining the
Employee's annual bonus, pro rata to the effective date of
resignation; and
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(c) the exercise period for all options for shares of the Employer
issued to the Employee shall be as provided pursuant to the
Share Option Plans under which they were issued.
4.4. Other Termination By Reason of Change in Control.
(a) In the event of termination by the Employer of the Employee at
any time within 24 months following the occurrence of a
"Change of Control" (as hereinafter defined), then the
provisions of Section 4.1, 4.2 and 4.3 shall not apply.
Rather, notwithstanding anything contained in this Agreement,
the following shall apply:
(i) the Employer shall pay to the Employee an amount
equal to 3 times his annual Base Salary (the
"Enhanced Severance");
(ii) the Employer shall pay the Employee an amount in lieu
of his annual bonus equal to the Enhanced Severance
times the higher of 50% or the percentage last used
in determining the Employee's annual bonus;
(iii) all options for shares of the Employer issued to the
Employee shall immediately accelerate and vest in the
Employee and the exercise period for all options for
shares of the Employer issued to the Employee shall
be 36 months from the date of the termination;
(iv) the Employer shall continue, for a period of 36
months from the date of termination of this
Agreement, all group insurance, pension or other
benefits and all perquisites at a level equivalent to
those provided to the Employee immediately proceeding
the date of termination, provided that if the
Employer cannot continue any particular group
insurance or other benefit or perquisite, the
Employer shall reimburse the Employee for the cost to
the Employee to replace such group insurance or other
benefit perquisite; and
(v) the Employer shall pay the Employee all bonuses and
payments under the incentive plans pro rata to the
date of termination.
(b) For the purposes of this Agreement, "Change of Control" shall
mean the occurrence, at any time, of any of the following
events:
(i) the direct or indirect sale, lease, exchange or other
transfer of all or substantially all (50% or more) of
the assets of the Employer to any person or entity or
group of persons or entities acting jointly or in
concert as a partnership or other group (a "Group of
Persons");
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(ii) the merger, consolidation or other business
combination of the Employer with or into another
corporation with the effect that the shareholders of
the Employer immediately following the merger,
consolidation or other business combination, hold 50%
or less of the combined voting power of the then
outstanding securities of the surviving corporation
of such merger, consolidation or other business
combination ordinarily (and apart from rights
accruing under special circumstances) having the
right to vote in the election of directors;
(iii) the replacement of a majority of the Board or of any
committee of the Board in any given year as compared
to the directors who constituted the Board or such
committee at the beginning of such year, and such
replacement shall not have been approved by the
Board, as the case may be, as constituted at the
beginning of such year;
(iv) a person or Group of Persons shall, as a result of a
tender or exchange offer, open market purchases,
privately registered purchases, merger, consolidation
or other business combination, or otherwise, have
become the beneficial owner (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934,
as amended) of securities of the Employer
representing 20% or more of the combined voting power
of the then outstanding securities of such
corporation ordinarily (and apart from rights
accruing under special circumstances) having the
right to vote in the election of directors; or
(v) the voluntary liquidation, dissolution or winding-up
of the Employer, in connection with which a
distribution is made to the holders of the Employer's
common shares.
4.5. General Termination Provisions.
(a) Upon any termination of this Agreement for any reason, the
Employee shall at once deliver or cause to be delivered to the
Employer all books, documents, effects, money, securities or
other property belonging to the Employer or for which the
Employer is liable to others, which are in the possession,
charge, control or custody of the Employee.
(b) All amounts referred to in this Agreement, specifically
including the Employer's payment obligations pursuant to this
Article 4, shall constitute when due a debt owned by the
Employer to the Employee. The Employee shall not be required
to mitigate damages by seeking other employment or otherwise,
nor shall the amount provided for under this Agreement be
reduced in any respect in the event that the Employee shall
secure alternative employment, or not reasonably pursue
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alternative employment, following the termination of the
Employee's employment with the Employer. Notwithstanding the
foregoing, should the Employee replace any life, health or
accident plan, at an equivalent level, upon obtaining
alternate employment or otherwise, the Employer shall not be
required to continue such benefits.
(c) As a condition to any payment pursuant to this Article 4, the
Employee agrees to deliver to the Employer at the time of
payment a full and final release from all actions or claims,
such release to be in form reasonably satisfactory to the
Employer and to be for the benefit of the Employer, its
affiliates, directors, officers and employees.
Article 5.
DIRECTORS AND OFFICERS
5.1. Resignation.
If the Employee is a director or officer at the relevant time, the
Employee agrees that, after termination of his employment with the Employer for
any reason, he will tender his resignation from any position he may hold as an
officer or director of the Employer or any of its affiliated or associated
companies. If the Employee fails to resign, the Employer is irrevocably
authorized to appoint another person to act in his name and on his behalf to
sign any documents necessary to give effect to the resignation.
5.2. Indemnity.
(a) Subject to the provisions of applicable law, the Employer
agrees to indemnify and save the Employee harmless from and
against all demands, claims, costs, charges and expenses,
including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which the
Employee is made a party by reason of being or having been a
director or officer of the Employer or any affiliated company,
whether before or after any termination if:
(i) the Employee acted honestly and good faith with a
view to the best interests of the Employer;
(ii) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty,
the Employee had reasonable grounds for believing
that his conduct was lawful.
(b) Subject to the provisions of applicable law, the Employer
agrees, with the approval of the court, to indemnify and save
the Employee harmless from and
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against all demands, claims, costs, charges and expenses
reasonably incurred by him in connection with an action by or
on behalf of the Employer to procure a judgment in the
Employer's favour to which the Employee is made a party by
reason of being or having been a director or officer of the
Employer or of any affiliated company, whether before or after
any termination, if:
(i) the Employee acted honestly and in good faith with a
view to the best interest of the Employer; and
(ii) in the case of criminal or administrative action or
proceeding that is enforced by a monetary penalty,
the Employee had reasonable grounds for believing
that his conduct was lawful.
(c) The Employer agrees to obtain and maintain comprehensive
directors and officers liability insurance in respect of the
Employee in an amount (i) equal to coverage customary for
companies in the same industry as the Employer and (ii) to be
agreed to between the Employer and the Employee and subject to
periodic review.
Article 6.
GENERAL CONTRACT PROVISIONS
6.1. Notices.
Any notice or other document ("Notice") required or permitted to be
given hereunder shall be in writing and shall be given by hand delivery,
responsible over night delivery service, or facsimile transmission (with
confirmation of receipt), to be addressed to:
(a) the Employer or the Board of Directors at:
1 Richmond St. West, Suite #901
Toronto, Ontario
M5H 3W4
Telephone: 416-867-9087
Facsimile: 416-867-9320
with a copy to:
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue
New York, New York 10022
Attention: Jeffrey S. Spindler, Esq.
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or to such other person as the Employer may designate;
(b) the Employee at:
61 Inglewood Drive
Toronto, Ontario
M4T 1H2
Telephone: 416-489-3737
Facsimile: 416-489-0005
Any notice hand delivered personally or by delivery service or
transmitted by facsimile shall be deemed to have been received by and given to
the addressee on the day of delivery or transmission occurs after normal
business hours, on the business day next following the date of transmission.
6.2. Currency.
All dollar amounts set forth or referred to in this Agreement and all
uses of the dollar sign ($) used herein refer to Canadian currency, except as
otherwise indicated.
6.3. Counterparts.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
6.4. Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein.
The parties hereto attorn to the jurisdiction of the courts of the Province of
Ontario.
6.5. Interpretation not Affected by Headings, etc.
Any headings preceding the text and paragraphs in this Agreement hereof
have been inserted for convenience and reference only and shall not be construed
to affect the meaning, construction, or effect of this Agreement.
6.6. Deemed Amendments.
If any paragraph or provision of this Agreement is adjudicated to be
invalid or unenforceable, in whole or in part then such paragraph or provision,
or part thereof, shall be
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deemed amended to delete therefrom the objectionable portion and the remaining
portions of this Agreement shall continue to remain in full force and effect.
6.7. Non-Assignability
Neither this Agreement, nor the right to receive any payments
hereunder, may be assigned by the Employee without the prior written consent of
the Employer.
6.8. Time of the Essence.
Time shall be of the essence of this Agreement.
6.9. Binding Effect.
This Agreement shall be binding upon and shall enure to the benefits of
each of the parties and their respective heirs, executors, administrators,
successors and permitted assigns.
6.10. Entire Agreement
This Agreement (together with the plans and documents referred to
herein, that certain letter agreement between the parties hereto dated the date
hereof, and the arrangements regarding the Employee's option to purchase shares
of Treetop Capital, Inc.) supersedes and replaces all prior negotiations and/or
agreements made between the parties, whether oral or written, and shall
constitute the entire Agreement between the parties with respect to all matters
relating to the Employee's employment and the execution of this Agreement 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 into and
made a part of this Agreement. This Agreement shall not be amended, altered or
modified except in writing signed by the parties hereto.
6.11. Taxes.
All payments under this Agreement shall be subject to withholding of
such amounts, if any relating to tax or other payroll deduction as the Employer
may reasonably determine should be withheld pursuant to any applicable law or
regulation.
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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of the Effective Date.
INFOCAST CORPORATION
Per: /s/ A.T. Griffis
--------------------------------
Per: ________________________________
/s/ JAMES WILLIAM LEECH
__________________________ _____________________________________ l/s
Witness JAMES WILLIAM LEECH
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