Employment Agreement - Recrusoft Inc. and Jean Lavigueur
EMPLOYMENT AGREEMENT entered into in Montreal (Quebec) as of April 30, 1999 by
and
between: RECRUSOFT INC., a company incorporated under the laws
of the province of Quebec, having its head office at
390, St-Vallier East, Suite 401, Quebec (Quebec) G1K
3P6, represented hereunder by Mr. Martin Ouellet, its
President, duly authorized as he so declares ;
(" Recrusoft ")
and: JEAN LAVIGUEUR, domiciled and residing at 1305,
Esioff-Patenaude, Sillery (Quebec) G1T 2J7 ;
(the " Employee ")
1. TITLE AND RESPONSIBILITIES
1.1 The Employee will serve in the position of Chief Financial Officer of
Recrusoft. The Employee will assume and discharge such responsibilities
as are commensurate with such position and as the Board of Directors of
Recrusoft may direct. During the term of his employment, the Employee
shall devote his full time, skill and attention to his duties and
responsibilities, shall perform them faithfully, diligently and
competently and shall use his best efforts to further the business of
Recrusoft. In addition, the Employee shall comply with and be bound by
the operating policies, procedures and practices of Recrusoft, in
effect from time to time during his employment.
2. AT-WILL EMPLOYMENT
2.1 The Employee agrees that his employment with Recrusoft is for an
unspecified duration that constitutes at-will employment, and that
either the Employee or Recrusoft can terminate this relationship at any
time, with or without cause. However, in the event of any involuntary
termination of the employment of the Employee employment other than for
cause (as defined herein), the Employee shall be entitled to the
severance compensation set forth in section 8 hereof.
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3. COMPENSATION
3.1 In consideration of the Employee's services, effective September 1st,
1999, the Employee will be paid a base salary of one hundred thousand
dollars, in Canadian Funds, (CDN$100,000) per year, payable
twice-monthly in accordance with Recrusoft's standard payroll
practices. As with other managers of Recrusoft, the Employee's base
salary will be reviewed annually by the Board of Directors of
Recrusoft, as appropriate.
4. OTHER BENEFITS
4.1 The Employee will be entitled to receive the standard employee benefits
made available by Recrusoft to its employees and managers to the full
extent of his eligibility therefore. The Employee shall be entitled to
three (3) weeks of paid vacation per year (which shall be consistent
with Recrusoft's vacation policy, if any, and with a maximum of six (6)
weeks to carry over to the next year). During his employment, the
Employee shall be permitted, to the extent eligible, to participate in
any group medical, dental, life insurance and disability insurance
plans, or similar benefit plan of Recrusoft that is available to other
comparable employees. Participation in any such plan shall be
consistent with the Employee's rate of compensation to the extent that
compensation is a determinative factor with respect to coverage under
any such plan.
4.2 Recrusoft shall reimburse the Employee for all reasonable business
expenses actually incurred or paid by the Employee in the performance
of his services on behalf of Recrusoft, in accordance with Recrusoft's
expense reimbursement policy, if any, as from time to time in effect.
5. STOCK OPTION
5.1 Recrusoft hereby acknowledges having granted to the Employee an option
to purchase an aggregate of two hundred and ninety-four thousand
(294,000) class A common shares of the capital stock of ViaSite Inc.
("ViaSite"), Recrusoft's parent company, subject to the terms and
conditions of ViaSite's Stock Option Plan, to be attached hereto as
Schedule A. The terms of the Employee's Stock Option Agreement will
provide that the exercise price of his option will be equal to
forty-two and fifty-two hundredth cents, in Canadian funds,
(CDN$0.4252) per option share and will have a term of five (5) years so
long as the Employee remains employed with Recrusoft. In the event that
the employment of the Employee with Recrusoft terminates (as provided
for in sub-paragraph 8.1.2 hereof), the Employee will have up to
forty-five (45) days to exercise the option, after which period the
option, if unexercised, will terminate. The option shares will vest and
become exercisable at one twenty-fourth (1/24) per month from the date
of grant over two (2) years based on the Employee continued employment
with Recrusoft. The Employee agrees that neither the grant of the
option nor the
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vesting schedule thereunder constitutes a guarantee of continued
employment and that the employment of the Employee may be terminated by
the Employee or Recrusoft at any time pursuant to section 2 hereof.
6. NON-COMPETITION, CONFIDENTIALITY AND INVENTION ASSIGNMENT
6.1 The Employee agrees that his employment is contingent upon his
execution and delivery to Recrusoft of the Non-Competition,
Confidentiality and Invention Assignment Agreement attached hereto as
Schedule B.
7. NO CONFLICTING EMPLOYMENT
7.1 The Employee agrees that, during the term of his employment with
Recrusoft, he will not engage in any other employment, occupation,
consulting or other business activity related to the business in which
Recrusoft is now involved or becomes involved during the term of his
employment, nor will he engage in any other activities that conflict
with his obligations to Recrusoft.
8. TERMINATION AND SEVERANCE
8.1 In the event that the Employee employment with Recrusoft is
involuntarily terminated other than "for cause" (as defined herein):
8.1.1 the Employee shall be entitled to a severance payment equal to
six (6) months of the Employee's then current base salary as
set forth in section 3 herein, such amount to be payable in
equal monthly instalments, plus continued participation in
Recrusoft's group medical, dental and life insurance coverage,
if any, for six (6) months; and
8.1.2 the vesting of the option to purchase ViaSite class A common
shares as set forth in section 5 herein shall, at the
Employee's option, either (i) be accelerated in full so that
all unvested shares are exercisable, provided that the
Employee must exercise such option within forty-five (45) days
after such termination of employment, or (ii) continue to vest
for the remainder of the two-year vesting period during which
time the Employee shall serve as a consultant to Recrusoft.
8.2 For purposes of the foregoing, termination "for cause" shall mean (i)
the wilful failure by the Employee substantially to perform his
material duties after a written demand for substantial performance is
delivered to the Employee by the Board of Directors of Recrusoft which
specifically identifies the manner in which Recrusoft believes that the
Employee has not substantially performed his duties and the Employee
fails to rectify the deficiency within a sixty (60) day period, (ii)
the failure (in any material respect) by the Employee to follow
reasonable policies or directives established by the Board of Directors
of Recrusoft after written
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notice to the Employee by the Board of Directors of Recrusoft that the
Employee is not following such policies or directives and the Employee
fails to rectify the deficiency within a sixty (60) day period, (iii)
conduct that is materially detrimental to Recrusoft and the Employee
fails to rectify such deficiency within a sixty (60) days of having
received written notice from Recrusoft regarding the same, (iv) the
conviction of the Employee of any crime involving the property or
business of Recrusoft or (v) the non-compliance by the Employee with
his non-competition obligations under the Agreement referred to in
section 6 above.
8.3 If the Employee employment is terminated for cause or if the Employee
resigns his employment voluntarily, no compensation or other payments
will be paid or provided to the Employee for any period following the
date when such a termination of employment is effective and the vesting
of any stock option to purchase ViaSite class A common shares shall
cease on the date of such termination of employment as provided in the
ViaSite Stock Option Plan and related Stock Option Agreement, and any
rights the Employee may have under any benefit plans of Recrusoft shall
be determined under the provisions of those plans. If the employment of
the Employee terminates as a result of his death or disability, no
compensation or payments will be made to the Employee other than those
to which the Employee is otherwise entitled under applicable benefit
plans, if any, of Recrusoft.
9. GENERAL PROVISIONS
9.1 This Agreement will be governed by the laws of the Province of Quebec,
Canada, applicable to Agreements made and to be performed entirely
within such province.
9.2 This Agreement sets forth the entire Agreement and understanding
between Recrusoft and the Employee relating to his employment and
supersedes all prior verbal discussions between them. Any subsequent
change or changes in the Employee duties, salary or compensation will
not affect the validity or scope of this Agreement.
9.3 If one or more of the provisions in this Agreement are deemed void by
law, then the remaining provisions will continue in full force and
effect.
9.4 This Agreement will be binding upon the Employee's heirs, executors,
administrators and other legal representatives and will be for the
benefit of Recrusoft and its successors and assigns.
9.5 The Employee warrants that there is no Agreement between him and any
other party that would conflict with his obligations under this
Agreement or otherwise as an employee of Recrusoft.
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9.6 The parties hereby acknowledge that it is their express desire that
this Agreement be prepared in the English language; les parties
reconnaissent qu'il est de leur volonte expresse que la presente
convention soit redigee en langue anglaise.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement at the place and as of the date first written above.
RECRUSOFT INC.
by: /s/ Martin Ouellet
-----------------------------
/s/ Jean Lavigueur
---------------------------------
JEAN LAVIGUEUR
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