TOUCAN GOLD CORPORATION INC
8201 PRESTON ROAD
TEXAS 75225 USA
Draft Letter of Appointment
Mr David R Wray
54 New Park Road
22 July 1999
This letter sets out the terms of your employment with ITIS Technologies
Limited, ("the Company") a wholly owned subsidiary of Toucan Gold Corporation
COMMENCEMENT AND TERM
Your employment will commence on 22 July 1999 and will be for an initial period
of three years ("the Initial Period"). Thereafter either party may terminate
your employment by notice in writing of not less than twelve months to expire on
or after the expiration of the Initial Period.
The Company reserves the right in our absolute discretion to pay salary in lieu
of notice and to deduct from final salary all (or any) outstanding monies due to
the Company or the equivalent monetary value of damage to or loss of company
property, for which you are held responsible. The payment shall be solely your
salary (at the rate payable when the option is exercised) without taking into
account any bonus, pension contribution or benefits in kind. You will not, under
any circumstances, have any right to payment in lieu unless we have exercised
our option to pay in lieu by notice to you.
Once notice of termination has been given by either side, the Company may at any
time and for any period(s) require you to cease performing your job and/or
exclude you from entering any of our premises. During any such period of garden
leave, we will continue to pay your salary and provide all benefits provided for
in this contract.
Your job title will be Technical Director and you will be responsible for
technical aspects. You will also be offered a position on the board of directors
The position carries an initial salary of 35,000 (British Pounds) per annum,
payable monthly in arrears. As you are aware, the company intends to carry out a
major fund raising exercise within six months of commencement of trading. When
this exercise has been successfully completed your salary will be increased to a
basic of 75,000 (British Pounds) per annum payable monthly in arrears, plus a
bonus package which will enable you to earn a further 25,000 (British Pounds) in
the first year. The terms of the bonus payment will be determined prior to the
completion of the fund raising, but will be related to the achievement of
specific goals during the first year after the fund raising.
Thereafter your salary and bonus will be reviewed annually by the remuneration
committee composed of the non-executive directors of the main board of Toucan.
The position will carry a number of additional benefits as follows:-
, Sickness Benefit whereby the Company will pay your full salary for a period
of up to three months in the event that you are unable to attend work owing
, Permanent Health Insurance which will pay up to 75% of your annual salary
in the event that you are off work for a period over 13 weeks.
, Health Care insurance for yourself and your spouse/partner.
, Life Insurance for yourself, payable in the event of your death while
employed by the Company.
, Pension contributions equivalent to 7.5% of your annual salary, paid into a
private pension scheme of your choice. You may, of course, elect for some
additional contributions to be paid out of your salary into the same
It is not proposed that the Company will provide a vehicle for your use.
However, the Company will reimburse you for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to yourself.
You will be entitled to take 20 days paid holiday in each calendar year, plus
statutory holidays. All requests for holidays should be lodged with the
Company's chief executive at least 30 days before the intended commencement
date, and unused holidays may not normally be carried forward from one year to
SHARE OPTION SCHEME
It is proposed that the Company will introduce a share option scheme which will
subject to agreed performance criteria, enable you to "earn" the right to
purchase additional shares in Toucan at a preferential price. Full details of
the proposed scheme will be made available before the major fund raising
exercise is completed.
PLACE OF WORK
Your normal place of work will be at the Company's offices located in Yorkshire,
UK, but in the course of your duties you will be required to travel both within
the UK and abroad. The reasonable costs of all travel on behalf of the Company
will be reimbursed upon presentation of receipts or other proof of expenditure.
You acknowledge that during the course of your employment you will have access
to confidential information belonging to the Company. You will not at any time
(except in the course of your duties or as may be required by law) during or
after your employment disclose to a third party or make use of any confidential
information belonging to the Company. Without prejudice to the generality of the
foregoing you acknowledge that the expression Confidential Information shall
include the following, namely; information relating to business methods,
corporate plans, finances, business opportunities and development projects of
the Company or any associated Company, research activities, inventions, creative
briefs, ideas, computer programs, designs and formulae undertaken, commissioned
or produced on behalf of the Company, all information relating to the marketing
or sales of any past present or future product or service of the Company and any
information in respect of which the Company owes an obligation of
confidentiality to a third party.
You will promptly disclose to the Company and keep confidential all inventions,
copyright works, designs or technical know how conceived or made by yourself
either alone or with others during the course of your employment. You will hold
all such intellectual property in trust for the Company and will do everything
necessary or desirable (at the expense of the Company) including without
limitation executing any appropriate documentation to vest the intellectual
property fully in the Company and/or to secure patent or other appropriate forms
of protection for the intellectual property.
To the extent that such intellectual property rights do not vest in the Company
by operation of law or under this Agreement, you hereby assign to the Company
with full title guarantee by way of assignment of present and future copyright
all the rights, title and interest you have or may have in and to all material
written or devised by you pertaining to the operation or business of the Company
resulting from or suggested by any work which you shall do pursuant to your
employment or has already been done prior to the date of this Agreement and all
rights of action for infringement of such copyright and any renewals and
extensions of them and after that in perpetuity. You hereby appoint the Company
as your attorney for the purpose of executing in your name and on your behalf
all such deeds and documents as may be required to give effect to the provisions
of this paragraph. Decisions as to the protection or exploitation of any
intellectual property shall be in the absolute discretion of the Company. You
agree to waive any moral rights (as defined in the Copyright Designs and Patents
Act 1988) that you may have in relation to such ideas, inventions or works.
RESTRICTIONS ON COMPETITION
As a senior employee, you shall devote your efforts exclusively to the Company.
You may not engage in any occupational sideline, nor may you work for, or
participate in, any similar business whatsoever without the prior written
consent of the Company.
You hereby covenant with the Company that you will not directly or indirectly
(1) For the first twelve months after the end of your employment with the
Company either on your own account or on behalf of any other person and
in competition with the Company anywhere in the world directly or
indirectly engage in or be concerned with any trade or business of
computer software development marketing or sale of software products
that perform substantially a similar function to the software products
of the Company.
(2) For the first six months after the end of your employment solicit or
accept orders for products or services competitive with those of the
Company from any of the Company's customers with whom you have dealt
during the last six months of your employment with the Company.
(3) For the first six months after the end of your employment solicit or
entice away from the Company senior employee (who for these purposes
means an employee whose salary is more than 35,000 (British Pounds) per
annum) who was employed by the Company and with whom you have worked
closely during the last six months of your employment.
(4) For the first six months after the end of your employment employ or
offer to employ senior employee who was employed by the Company and
with whom you worked closely during the last six months of your
(5) Knowingly infringe or misappropriate any intellectual property of the
Company including, without limitation any trade secrets of any third
Each of the above restrictions is separate and severable from the other. Whilst
the covenants in this clause are considered by the parties to be reasonable if
one is unenforceable for any reason, but would be enforceable if some of its
wording were deleted, it shall apply with such deletions as are necessary to
make it enforceable.
GROSS MISCONDUCT OFFENCES
Your employment with the Company may be terminated immediately by the Company
without prior notice or pay in lieu if you shall at any time:-
(1) commit any act of gross misconduct or gross incompetence (including but not
limited to breach of confidence or theft.
(2) after prior written warning, repeat or continue any material breach of the
provisions of this Agreement;
(3) commit any act of dishonesty or are guilty of any conduct which brings the
Company into disrepute;
(4) are convicted of any criminal offence (other than a minor road traffic
offence that cannot lead to a custodial sentence);
Please indicate your acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.
/s/ R. Jeffcock
Chairman of Toucan and as director for and on behalf of the Company
Dated this 22nd day of July 1999
ACCEPTED and EXECUTED as a DEED by )
DAVID ROBERT WRAY in the presence of: ) /s/ David R. Wray
/s/ K. R. Parmar