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CODA OCTOPUS GROUP, INC. | 1775 South 4130 West, Salt Lake City, Utah 84104, USA Company | CODA OCTOPUS COLMEK, INC

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Title: Dated
Date: 8/19/2016
Industry: Construction Services     Sector: Capital Goods

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1 June 2011


Employment contract




Coda Octopus Colmek, Inc




Mr. Mike Midgley























Term of appointment






Place of work



Compensation and Benefits









Outside interests



Confidential information



Intellectual Property rights






Obligations upon termination



Post-termination restrictions



Reconstruction and amalgamation






Entire Agreement and previous contracts









Governing law and jurisdiction








THIS AGREEMENT is dated 1 June 2011








Coda Octopus Colmek, Inc a Utah corporation with its principal place of business at 1775 South 4130 West, Salt Lake City, Utah 84104, USA ( Company ).




Mr. Mike Midgley of 9597 South Newkirk St, South Jordan, Utah 84095 ( Employee ).


Agreed terms








The definitions and rules of interpretation in this Clause 1.1 apply in this Agreement.




Appointment: the employment of the Employee by the Company on the terms of this Agreement.




Board: the board of directors of the Company (including any committee of the board duly appointed by it).




Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.




Coda Board: the board of directors of Coda Octopus Group, Inc.




Commencement Date: the date of this Agreement.




Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) which is not in the public domain relating to the business, products, affairs and finances of any Group Company for the time being confidential to any Group Company and trade secrets including, without limitation, technical data, know-how relating to the business of any Group Company or any of their business contacts including its its customers.




Employment IPRs: Intellectual Property Rights created by the Employee in the course of his employment with the Company (whether or not during working hours or using Company premises or resources).




Employment Inventions: any invention which is made wholly or partially by the Employee at any time in the course of his employment with the Company (whether or not during working hours or using Company premises or resources, and whether or not recorded in material form).




Group Company or Group: the Company, any company of which it is a Subsidiary (its holding company) and any subsidiaries of the Company or those of its parent company or of any such holding company.








Incapacity: any sickness or injury which prevents the Employee from carrying out his duties.




Intellectual Property Rights (IPRs): patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.




Performance Milestones: the milestones against which a bonus payment becomes payable to the Employee by the Company and which are to be agreed between the Employee and the Company.




Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the Employee’s employment under this Agreement which is not expressly set out in this Agreement or any documents referred to in it.




Restricted Business: any engineering business specializing in custom data acquisition systems, analog/digital signal processing, FPGA integration, rugged enclosure design, RF Conditioning.




Restricted Customer: any firm, company or person who, during the eighteen (18) months prior to Termination, was a customer of or in the habit of dealing with the Company or any Group Company with whom the Employee had contact or about whom he became aware or informed in the course of his employment.




Restricted Person: any person who is or was an employee, consultant or affiliate of the Company during the preceding six months prior to Termination.




Staff Handbook: the Company’s staff handbook in force from time to time




Termination: the termination of the Employee’s employment with the Company however caused including, without limitation, termination by the Company in repudiatory breach of contract.




The headings in this Agreement are inserted for convenience only and shall neither affect its construction nor its interpretation.




A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.




A reference to one gender includes a reference to the other gender.




The schedules to this Agreement form part of (and are incorporated into) this Agreement.








Term of appointment




The Company shall employ the Employee on a full time basis and the Employee shall serve the Company on the terms of this Agreement.




The Appointment shall be deemed to have commenced on the Commencement Date and shall continue, subject to the remaining terms of this Agreement, until terminated by either party giving the other not less than four (4) months prior notice in writing.








The Employee shall serve as Chief Executive Officer.




The broad terms of the role description for the Appointment is set forth in Schedule 1 hereto. Notwithstanding the description set forth in Schedule 1 and unless otherwise agreed in writing with the Board, the Employee shall perform all duties as are consistent with this position and such other duties that the Board or Coda Board may reasonably assign to the Employee from time to time.




During the Appointment the Employee shall:




act as a director the Company;






comply with the bye-laws of the Company (as amended from time to time);






abide by any statutory, fiduciary or common-law duties to the Company;






not do anything that would cause him to be disqualified from acting as a director;






unless prevented by Incapacity, devote the whole of his or her time, attention and abilities to the business of the Company;






diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board;






comply with all reasonable and lawful directions given to his or her by the Board or Coda Board;






promptly make such reports to the Board and Coda Board in connection with the affairs of the Company on such matters and at such times as are reasonably required;






use his or her best endeavours to promote, protect, develop and extend the business of the Company;








The Employee consents to the Company monitoring and recording any use that she makes of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes.




The Employee shall comply with any electronic communication systems policy tha the Company may issue from time to time.




The Employee shall comply with any rules, policies and procedures set out in the Staff Handbook. To the extent that there is any conflict between the terms of this agreement and the Staff Handbook, this agreement shall prevail.




All documents, manuals, hardware and software provided for the Employee’s use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic equipment (including mobile phones), remain the property of the Company.




Place of work




The Employee’s normal place of work is at the principal place of business of the Company.




Compensation and Benefits




The Employee shall be paid an annual salary of $130,000 (“Base Salary”).




The Base Salary shall be paid by the Company on a bi-weekly basis.




Subject to the Company achieving the Performance Milestone for the financial year 2010/2011, the Company shall pay the Employee a bonus of $30,000 (“Performance Bonus”). The Performance Bonus shall be payable by the Company within three (3) months of the year end financial statements of the Company being signed off by the Company’s auditors.




The Employee’s salary shall be reviewed by the Board, and the Group Chief Executive, annually, the first such review to take place on 1 January 2012. The Company is under no obligation to award an increase following a salary review. There will be no review of the salary after notice has been given by either party to terminate the Appointment.




The Company may deduct from the salary, or any other sums owed to the Employee, any money owed to any Group Company by the Employee.








The Employee shall be entitled to participate in the Company’s Bonus Scheme in effect from time to time under such terms and conditions as the Board may determine.








The Company shall reimburse against receipts or other evidence which is satisfactory to the Company, all reasonable and approved expenses wholly, properly and necessarily incurred by the Employee in the course of the Appointment.



Business expenses incurred by the Employee shall be claimed within 3 months of these being incurred.




The Employee shall abide by the Company’s policies on expenses as communicated to his or her from time to time.




Any credit card supplied to the Employee by the Company shall be used only for business expenses incurred by his or her in the course of the Appointment.








The Employee shall be entitled 20 days’ paid holiday in each holiday year together with the usual public holidays. If the Appointment commences or terminates part way through a holiday year, the Employee’s entitlement during that holiday year shall be calculated on a pro-rata basis rounded up to the nearest whole day.




Holiday shall be taken at such time or times as shall be approved in advance by the Board. The Employee shall not without the consent of the Board carry forward any accrued but untaken holiday entitlement to a subsequent holiday year unless the Employee has been unavoidably prevented from taking such holiday during the relevant leave year by virtue of a period of statutory maternity, paternity or adoption leave.




The Employee shall have no entitlement to any payment in lieu of accrued but untaken holiday save on termination of the Appointment. If either party has served notice to terminate the Appointment, the Board may require the Employee to take any accrued but unused holiday entitlement during the notice period.




Outside interests




Subject to Clause 8.2, during the Appointment the Employee shall not, except as a representative of the Group or with the prior written approval of the Board, whether paid or unpaid, be directly or indirectly engaged, concerned or have any financial interest in any Capacity in any other business, trade, profession or occupation (or the setting up of any business, trade, profession or occupation). The Employee will not serve on the board of directors of any Restricted Business or other entity that owns, operates, acquires, sells, develops and/or manages any company which is involved in subsea or sonar inspection or visualization.








Notwithstanding Clause 8.1, the Employee may hold an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company (whether or not it is listed or dealt in on a recognised stock exchange) where such company does not carry on a business similar to or competitive with any business for the time being carried on by the Group.




Confidential information




The Employee acknowledges that in the course of the Appointment he will have access to Confidential Information. The Employee has therefore agreed to accept the restrictions in this Clause 9.




The Employee shall not (except in the proper course of his or her duties), either during the Appointment or at any time after its termination (howsoever arising), use or disclose to any person, company or other organisation whatsoever (and shall use his or her best endeavours to prevent the publication or disclosure of) any Confidential Information.




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