Exhibit 10.1
THIS AGREEMENT made the 28th day of March, 2000.
BETWEEN:
POWER POINT MICRO SYSTEMS CORPORATION INC.,
A CORPORATION INCORPORATED UNDER
THE LAWS OF THE PROVINCE OF ONTARIO,
(hereinafter called the "Corporation")
OF THE FIRST PART
-- and --
EDUARDO GUENDELMAN,
OF THE TOWN OF THORNHILL
IN THE PROVINCE OF ONTARIO
(hereinafter called the "Executive")
OF THE SECOND PART
-- and --
PARADIGM ADVANCED TECHNOLOGIES, INC.
A CORPORATION INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE, UNITED STATES OF AMERICA, WITH IT'S
PRINCIPAL BUSINESS OFFICE AT 1 CONCORDE GATE, SUITE 201
TORONTO, ONTARIO CANADA
(hereinafter called "Paradigm")
OF THE THIRD PART
WITNESSETH that in consideration of the sum of Two ($2.00) Dollars now paid
by each of the parties hereto to the other (the receipt of which is hereby
acknowledged by each of them) and the mutual covenants and agreement herein set
forth, the parties hereto agree as follows:
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1. The Corporation and Paradigm, jointly and severally, hereby agree to engage
the services of the Executive and the Executive hereby agrees to serve the
Corporation in a management capacity as the president and chief executive
officer, upon and subject to the terms and conditions herein set forth for a
period of employment which shall commence on the date hereof and which shall run
for five (5) years from such date or until terminated as herein provided.
2. During the term of his employment hereunder, the Executive shall devote
substantially his time and personal attention to the business of the Corporation
and shall not engage in any other active business or occupation without first
having obtained the consent in writing of the Corporation. The foregoing shall
not restrict the Executive from any investment activities or from being involved
primarily as a non-active participant in any other business ventures.
3. The Executive shall well, faithfully and diligently perform the duties of
his employment with the Corporation and any office or offices held by him in the
Corporation, and shall give his best efforts and skill exclusively to the
business and interests of the Corporation, will perform such services, in and
about such business of the Corporation as may from time to time be assigned to
him and shall do all in his power to promote, develop and extend the business of
the Corporation and to enhance and develop the best interests and welfare of the
Corporation in all respects.
4. As compensation for his services hereunder, the Corporation and Paradigm,
jointly and severally, shall pay to the Executive an annual salary of One
Hundred and Twenty Thousand Dollars US (US$120,000.00) payable in either weekly
or bi-weekly installments and a guaranteed bonus of Eighty Thousand Dollars US
(US$80,000.00) per annum, payable in quarterly installments.
5. (a) The Corporation and Paradigm shall reimburse the Executive for all
reasonable automobile, promotion, travel and accommodation expenses
actually and properly incurred by him in accordance with approved
guidelines, from time to time, established by the Corporation, acting
reasonably. For all such expenses, the Executive shall furnish to the
Corporation, statements and vouchers as and when reasonably required
by it.
(b) The Corporation and Paradigm shall arrange for and pay for excess
medical insurance coverage and disability insurance coverage
consistent with the position and compensation payable to the
Executive. Notwithstanding anything herein contained to the contrary,
the Corporation shall not be required to pay the compensation payable
to the Executive pursuant to this Agreement for a period of illness in
excess of three hundred and sixty five (365) days of illness, in the
aggregate, during the term of this Agreement.
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6. (a) Notwithstanding anything herein contained to the contrary, the
Executive's employment hereunder shall, unless otherwise directed
by the board of directors of the Corporation, cease forthwith
upon the happening of the following events:
(i) if the Executive dies;
(ii) if the Executive shall be guilty of any gross default or
gross misconduct or any breach or non-observance of any of
the provisions contained in this Agreement which shall
continue for a period of thirty (30) days after written
notice has been given to the Executive by the Corporation;
(iii) if the Executive shall become an alcoholic or drug addict;
(iv) if the Executive shall absent himself for a period of ten
(10) consecutive business days, from the business and
affairs of the Corporation without leave and without
reasonable justification;
(v) if the Executive shall do or cause to be done any action
materially detrimental to the welfare of the Corporation
or materially injurious to its reputation.
All of the foregoing are acknowledged to be without prejudice to any of
the Corporation's rights to terminate the employment of the Executive for any
cause that would in law permit an employer to terminate such employment without
notice of termination.
(a) Further, the corporation shall have the right to terminate the
Executive's employment forthwith at any time following the expiry
of three hundred and sixty five (365) consecutive days of
illness on the part of the Executive rendering the Executive
unable to perform his duties and obligations pursuant to this
Agreement. For the purposes of this Agreement, once any period of
consecutive days of illness on the part of the Executive has
occurred, no new consecutive period of illness on the Executive's
part shall be deemed to have commenced unless the Executive shall
have returned to the performance of his duties and obligations
pursuant to this Agreement for thirty (30) consecutive days
following any previous consecutive period of illness.
7. The Executive shall not, either during the period of employment
hereunder, or at any time thereafter, disclose to any person, firm or
corporation, any confidential information concerning the business or affairs of
the Corporation. Confidential information shall not include any information
which comes into the public domain, from the time of coming into the public
domain. The Executive hereby acknowledges
and agrees that all discoveries, designs, processes, modifications,
adaptations, improvements and/or enhancements made by the Executive during the
term of this Agreement and relating to the GPS wireless location system
technology owned by the Corporation, shall be the property and ownership of the
Corporation and the Executive shall forthwith supply full particulars
concerning same to the Corporation.
8. This Agreement may not be signed by either party without the consent in
writing of the other.
9. Any notice, direction or other instrument required or permitted to be
given to the Corporation hereunder shall be in writing and may be given by
mailing to the same postage prepaid or delivering the same addressed to the
Corporation and Paradigm at:
1 Concorde Gate
Suite 201
Toronto, Ontario
Canada
Any notice, direction or other instrument required or permitted to be
given to the Executive hereunder shall be in writing and may be given by
mailing the same postage prepaid or delivering the same addressed to the
Executive at:
40 Flamingo Road
Thornhill, Ontario L4J 6Z5
Canada
Any notice, direction or other instrument aforesaid if delivered shall be
deemed to have been given or made on the date on which it was delivered or if
mailed, except in the event of an intervening postal disruption, shall be
deemed to have been given or made on the 3rd business day following the day on
which it was mailed.
The Corporation or the Executive may change its or his address for service
from time to time by notice-given in accordance with the foregoing.
10. This Agreement and the terms hereof 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 made a part hereof, and this Agreement shall not be
amended, altered or qualified except by a memorandum in writing signed by all
of the parties hereto, and any amendment, alteration or qualification hereof
shall be null and void and shall not be binding upon any party who has not
given its or his written confirmation thereof.
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IN WITNESS WHEREOF the parties have hereto executed this Agreement.
SIGNED, SEALED AND DELIVERED ) POWER POINT MICRO
in the presence of: ) SYSTEMS CORPORATION
INC.
) Per: /s/
) -------------------------------
)
)
)
) /s/ EDUARDO GUENDELMAN
) --------------------------------
) EDUARDO GUENDELMAN
)
)
)
) PARADIGM ADVANCED
) TECHNOLOGIES, INC.
)
)
)
)
) Per: /s/
--------------------------------
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DATED the day of March, 2000.
POWER POINT MICRO SYSTEMS
CORPORATION INC.
- and -
EDUARDO GUENDELMAN
- and -
PARADIGM ADVANCED
TECHNOLOGIES, INC.
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EMPLOYMENT AGREEMENT
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MINDEN GROSS GRAFSTEIN
& GREENSTEIN
Barristers and Solicitors
Suite 600
111 Richmond Street West
Toronto, Ontario
M5H 2H5