This Executive Employment Agreement involves
Title: MANAGEMENT EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this"Agreement ") is made and entered into as of February 4
Industry: Personal Services Sector: Services
MANAGEMENT EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this " Agreement ") is made and entered into as of February 4,
2016 by and between Mobetize Canada Inc. ("MOBETIZE or the “Company”") , a British Columbia
Company with offices at 1150-510 Burrard Street, Vancouver, BC, V6C 3A8, Canada and Elena
Karamushko at 204-2638 Ash Street, Vancouver, BC, V5Z 4K3, Canada (the " Employee ").
W I T N E S S E T H:
WHEREAS, MOBETIZE is engaged in the business of providing various types of mobile payments
and mobile value added services; and
WHEREAS, the Employee, by education and experience, possesses qualifications to serve as an
Employee of MOBETIZE; and
WHEREAS, MOBETIZE and Employee wish to confirm the terms and conditions of such
Employee relationship as hereinafter set forth.
Position and Job Description of Employee
Employee’s position with MOBETIZE is a “Chief Financial Officer”. Employee will report to
Ajay Hans, CEO and Mobetize Board of Directors. Please note that the functions listed below are not all
inclusive and may at the sole discretion of MOBETIZE be changed to fit the business needs of
MOBETIZE. At present, the details are as follows:
Scope of the contract is outlined in Schedule A – scope of Work Doc.
MOBETIZE hereby agrees to employ Employee and Employee hereby accepts employment
pursuant to the terms and provisions of this Agreement, effective February 4, 2016. Employee also
understands and agrees that the terms of this Agreement in Sections: 4, "Confidentiality, Assignment of
Work and Non-Solicitation" (Schedule B, attached hereto) shall survive termination of the other
provisions of this Agreement. The Agreement may be terminated in accordance with Article 5, as set forth
Employee’s remuneration will be CAD $10,416.67 per month and will be paid semi-monthly on
the 15 th and last day of the calendar month. In addition, the Employee will be allocated 120,000 sign in
stock options vesting immediately from the Employee Stock Options Plan (ESOP).
Employee will also be entitled to 3 weeks vacation pay in a calendar year and the Company’s
extended healthcare and dental plan.
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Confidentiality, Assignment of Works and Non-Solicitation
The terms of the Confidentiality / Assignment of Works and Non-Solicitation Agreement
(attached as Schedule “B”) shall form part of this Agreement, and any breach of the attached
Confidentiality / Assignment of Works and Non-Solicitation Agreement shall be deemed a breach of this
Termination of Employment
It is agreed that any termination of Employee’s employment shall occur on the following basis:
Without notice by MOBETIZE if just cause for termination exists.
Employee may resign on giving MOBETIZE four (4) weeks written notice of the
effective date of Employee’s resignation.
Upon termination of this Agreement for no cause, remuneration payments will continue
according to British Columbia Employment Standards Act.
No Conflict with Prior Obligations
Employee hereby represents and warrants to MOBETIZE that Employee is not a party to any
agreement, or otherwise bound by any duty to another party that may, in any way, restrict Employee’s
right or ability to enter into this Agreement or perform the service contemplated under this Agreement.
Employee further represents and warrants that in performance of the services contemplated under this
Agreement Employee will not disclose or use any confidential information belonging to any prior
employer or other persons or entities.
Computer Access and E-Mail
Employee agrees to comply with all reasonable rules and restrictions that MOBETIZE may
impose on the use of computers, e-mail accounts and Internet access. In particular:
(a) Information stored or transmitted on MOBETIZE’s computers including E-mail is, and remains at
all times, the property of MOBETIZE. MOBETIZE reserves the right to access any such information.
As a result, Employee has no expectation of privacy with respect to this information.
(b) It is Employee’s responsibility to keep Employee’s password(s) secret. Employee may not share
Employee’s passwords(s) with anyone, and Employee is responsible for all activity performed with
Employee’s personal user ID or password.
(a) The Company agrees to defend and indemnify the Employee for any claim or cause of action
(including any legal costs incurred to defend such claims) asserted against the Employee in any forum
based on actions taken by the Employee in the course and scope of his performance of his consulting
duties under this Agreement
(b) This Agreement shall inure to the benefit of and shall be binding upon each of the parties hereto
and their respective successors, assigns and personal representatives, except that the Employee's
rights and interests under this Agreement may not be assigned, pledged or encumbered by him
without MOBETIZE's prior written consent. This Agreement, and the rights of MOBETIZE
hereunder, may be assigned by MOBETIZE without any requirement of consent by the Employee;
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provided, however, that the performance of the obligations and covenants of MOBETIZE hereunder
shall be binding upon such assignee or successor of MOBETIZE.
(c) This Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof, and supersedes all other agreements between them.
(d) No modification, amendment or waiver of any provision of this Agreement shall be effective
unless approved in writing by the parties hereto.
(e) If any provision of this Agreement shall be held to be unenforceable, such provision shall be
ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
(f) This Agreement shall be governed by and construed in accor