Employment Agreement - bamboo.com Canada Inc. and Andy Aicklen
bamboo.com Canada Telephone 416/ 620 4610
5405 Eglinton Avenue West Fax 416/ 620 1290
Suite 107 www.bamboo.com
Toronto, Ontario M9C 5K6
June 1, 1999
Andy Aicklen
Bamboo.com Canada, Inc.
5405 Eglinton Avenue West
Suite 107
Toronto, Ontario M9c 5k6
Re: Employment At Bamboo.com Canada, Inc.
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Dear Andy:
This letter agreement (the "Letter Agreement") is entered into as of
February 1, 1999 (the "Effective Date"), by and between bamboo.com Canada, Inc.,
a Ontario corporation (the "Company"), and Andy Aicklen, an individual
("Employee").
1. Employment and Duties. Commencing on February 1, 1999 Employee will
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serve Canadian Operations, Vice President & General Manager of the Company.
2. At-Will Employment. Employee's employment with the Company is for no
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specified period and constitutes at-will employment. As a result, Employee is
free to resign at any time, for any reason or for no reason. Similarly, the
Company is free to conclude its employment relationship with Employee at any
time, with or without cause.
3. Salary. For all services to be rendered by Employee pursuant to this
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Letter Agreement, the Company agrees to pay Employee during Employee's period of
employment a salary at an annual rate of $96,000 Canadian Dollars (the
"Salary"). The Salary shall be paid in periodic installments in accordance with
the Company's regular payroll practices. The Company agrees to review the Salary
annually and to make increases, if any, as the Company may approve in its sole
discretion.
4. Stock Options.
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(a) Option. The Company shall grant Employee an option to purchase
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28,251 shares of the Company's common stock, a second option to purchase 48,000
shares of the Company's common stock, and a third option to purchase 6,949
shares of the Company's common stock, each with an exercise price equal to the
fair market value of the Company's common stock per share (collectively, the
"Option").
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Andy Aicklen
June 1, 1999
Page 2
(b) Option Provisions. The Option shall be granted under the Stock
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Option Plan and shall be subject to the terms and conditions (including vesting)
of the Stock Option Plan and Employee's option agreement. The Stock Option Plan
may be modified from time to time by the Company's Board of Directors.
Notwithstanding the foregoing, the Company's Board of Directors may, in its
discretion, grant the Option outside of the Stock Option Plan, and any such
Options shall include such other terms as the Board of Directors may specify.
5. Other Benefits. During the Employment Period, Employee shall be
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entitled to participate in all other employee benefit plans, programs,
insurances, and perquisites of the Company accorded to other employees of the
Company at Employee's same or similar level of seniority. The Company may modify
the benefits it offers to its employees from time to time as it deems necessary.
6. Vacations and Holidays. Employee shall be entitled to the amount of
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paid vacation and Company holidays accorded to employees of the Company at
Employee's same or similar level of seniority in accordance with the Company's
policies in effect from time to time; provided, however, that such amount of
paid vacation shall in no event be less than two (2) weeks annually.
7. Termination Benefits. In the event Employee's employment terminates,
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then Employee shall be entitled to receive severance and other benefits, if any,
in accordance with the Company's written policies, if any, in effect from time
to time for employees of the Company at Employee's same or similar level of
seniority.
8. Confidential Information. Employee will be expected to sign and comply
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with the Company's Employment, Confidential Information, Invention Assignment
and Arbitration Agreement, which requires, among other provisions, the
assignment of patent rights to any invention made during Employee's employment
at the Company and nondisclosure of proprietary information.
9. Miscellaneous. This Letter Agreement, and any written plan or
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agreement referred to herein, represent the entire agreement and understanding
between the parties as to the subject matter hereof and supersede all prior or
contemporaneous agreements, whether written or oral. No waiver, alteration, or
modification of any of the provisions of this Letter Agreement shall be binding
unless in writing and signed by duly authorized representatives of the parties
hereto. Failure or delay on the part of either party hereto to enforce any
right, power, or privilege hereunder shall not be deemed to constitute a waiver
thereof. Additionally, a waiver by either party or a breach of any promise
hereof by the other party shall not operate as or be construed to constitute a
waiver of any subsequent waiver by such other party. Whenever possible, each
provision of this Letter Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Letter
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or
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Andy Aicklen
June 1, 1999
Page 3
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Letter
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained
herein. This Letter Agreement shall be governed by and construed in accordance
with the internal substantive laws, and not the choice of law rules, of the
State of California.
Kindly confirm your agreement with, and acceptance of, all of the foregoing by
signing this Letter Agreement where indicated below.
Very truly yours,
BAMBOO.COM CANADA, INC.
By: ____________________________
Name: Leonard McCurdy
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Title: Chairman
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UNDERSTOOD AND AGREED:
ANDY AICKLEN
____________________________________
Signature