Exhibit 10.2
EMPLOYMENT AGREEMENT
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Employment Agreement, between Guardian Biotechnologies Inc. (the "Company") and
James Macpherson (the "Employee").
1. For good consideration, the Company employees the Employee on the following
terms and conditions.
2. Term of Employment. This agreement will begin on October 1st, 2002, and
continue to remain effective until September 30th , 2003, unless sooner
terminated.
The Term of Employment shall be automatically extended for an additional
one-year period unless the Employee or Company provide(s) the other party
one month prior written notice before the next Extension Date that the Term
of Employment shall not be so extended.
3. Salary. The Company shall pay Employee a salary of $66,000 per year, for
the services of the Employee, payable at regular payroll periods.
4. Stock Options may be given to the Employee as a bonus at its discretion.
5. Duties and Position. The Company hires the Employee in the capacity of
General Manager. The Employee's duties may be reasonably modified at the
Company's discretion from time to time.
6. Confidentiality or Proprietary Information. Employee agrees, during or
after the term of this employment, not to reveal confidential information,
or trade secrets to any person, firm, corporation, or entity. Should
Employee reveal or threaten to reveal this information, the Company shall
be entitled to an injunction restraining the Employee from disclosing same,
or from rendering any services to any entity to whom said information has
been or is threatened to be disclosed. The right to secure an injunction is
not exclusive, and the Company may pursue any other remedies it has against
the Employee for a breach or threatened breach of this condition, including
the recovery of damages from the Employee.
7. Reimbursement of Expenses. The Employee may incur reasonable expenses for
furthering the Company's business, including expenses for entertainment,
travel, and similar items. The Company shall reimburse Employee for all
business expenses after the Employee presents an itemized account of
expenditures, pursuant to Company policy.
8. Vacation. The Employee shall be entitled to a yearly vacation of 3 weeks at
full pay.
9. Termination of Agreement. Without cause, the Company may terminate this
agreement at any time upon 14 days written notice to the Employee. If the
Company requests, the Employee will continue to perform his/her duties and
may be paid his/her regular salary up to the date of termination. Without
cause, the Employee may terminate employment upon 14 days' written notice
to the Company. Employee may be required to perform his or her duties and
will be paid the regular salary to date of termination.
10. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the Province of Saskatchewan without regard to
principles of conflict of laws.
11. Assumption of Agreement by Company's Successors and Assignees. The
Company's rights and obligations under this agreement will inure to the
benefit and be binding upon the Company's successors and assignees.
12. Oral Modifications Not Binding. This instrument is the entire agreement of
the Company and the Employee. Oral changes have no effect. It may be
altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
Signed this 1st day of October 2002.
/s/ /s/ JAMES MACPHERSON
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Guardian Biotechnologies Inc. James Macpherson