exv4w12





 


Exhibit 4.12




November 7, 2005




MR. KENNETH KIRKPATRICK

2513 Platinum Lane

Coquitlam, BC

V3E 3L1




Dear Mr. Kirkpatrick:





	 	RE:	 	EMPLOYMENT AGREEMENT





Offshore
Systems International Ltd. (the “Company”) is pleased to extend this offer of employment
to you on the terms and conditions set out below. By way of background information, you have been
serving as a senior executive of the Company since May 17, 2001. The Company desires to continue to
employ you in the position set out in section 1. Your employment under this agreement will commence
and be effective as and from the date written above (the “Effective Date”) notwithstanding the
actual date of acceptance by you.



1. Employment, Position and Duties. You shall be employed in the position of President and
Chief Executive Officer of the Company. You shall report to the Board of Directors of the Company
(the “Board”) or to such director or committee of directors as may be designated in writing by the
Board. You shall faithfully and diligently perform such duties and exercise such powers as are
consistent with your position as a chief executive officer, including without limitation the duties
and responsibilities set out in Appendix A hereto.



You shall devote substantially all of your business time, attention and skill to your duties to the
Company and shall not engage in, participate in, render any service to, or undertake any
employment, corporate directorships, or industry committee positions, either directly or
indirectly, with respect to any other business or for any other entity, without the prior written
consent of the Company.



2. Place of Employment. Your place of employment shall be the Company’s current business
premises in North Vancouver, British Columbia, Canada, or such other location in the Greater
Vancouver Area to which the Company may move its head office.













 





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3. Compensation and Benefits. 




(a) Base Salary. Your annual base salary (“Base Salary”) will be CDN $245,000,
payable periodically in accordance with the Company’s payroll practices. Your Base Salary
will be subject to review annually by the Board and adjusted periodically in accordance with
the Company’s job performance and salary review policies.




(b) Bonus. During each year of your employment, you may be eligible to receive an
annual discretionary cash bonus of up to 40% of your base salary for meeting established
financial and non-financial objectives.




(c) Stock Options. You shall be eligible for participation in the Company’s stock
option plans or share incentive plans which are now in place or may hereafter be established
by the Company. You acknowledge that any grant of stock options or other share incentives to
you are in the discretion of the Board. Any stock options or other share incentives so
granted shall be subject to the terms and conditions stipulated by the Board at the time of
grant, and shall otherwise be governed by and administered in accordance with the terms and
conditions of the plan or plans under which they were granted.




(d) Benefits. You (and, to the extent that they are eligible, your dependants)
shall be entitled, and you are required, to continue to participate in the Company’s
executive employee benefit plans in place as of the Effective Date, and in any other
employee benefits plan as may be made available to employees of the Company generally in the
future, whether in addition to or in substitution for the existing plan. You acknowledge
that you are familiar with the terms of the Company’s current employee benefits plan.




(e) Retirement Plan. You are entitled to participate in the Company’s retirement
plan, which is an RRSP matching contribution program under which the Company makes a
contribution to your RRSP which matches your own contribution. The Company’s contribution is
subject to a maximum amount, which is currently set at 4% of your annual Base Salary. This
plan is subject to amendment or cancellation in the discretion of the Board.




(f) Expenses. The Company shall reimburse you for all reasonable business expenses
incurred by you in the performance of your duties under this agreement in accordance with
the Company’s policies and practices in effect from time to time. You shall provide promptly
to the Company written reports of such expenses with supporting receipts or other
documentation which are acceptable to the Company, acting reasonably.




(g) Vacation. You shall be entitled to 4 weeks vacation per year, to be taken at
mutually agreeable times and otherwise in accordance with the Company’s policy regarding
vacations.










 





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4. Termination.




(a) Either you or the Company may terminate your employment at any time without notice for
cause, or upon notice without cause as set out below.




(b) You may resign on giving to the Company not less than four weeks’ prior written notice
of the effective date of your resignation. If you do so, the Company may terminate your
employment without cause immediately by paying you four weeks’ Base Salary.




(c) The Company may terminate your employment without cause either upon payment of a sum
equivalent to 18 months’ base salary less statutory deductions, or by continuation of
payment of your Base Salary for a period of 18 months following termination.




(d) If the Company terminates your employment for any reason other than for cause, or if you
terminate your employment for cause, the Company shall also continue to pay the Company’s
portion of premiums under the Company’s executive employee benefits plan then in effect for
the benefit of you and your eligible dependants for a period of 18 months from the date of
termination or until you are covered under another employer’s employee benefits plan,
whichever occurs first; provided that you acknowledge that, if and to the extent that in
accordance with the terms of the Company’s executive employee benefits plan, any benefits
terminate upon the termination of your employment or within a prescribed time thereafter,
the provisions of the plan shall govern and those benefits shall not be extended beyond the
terms prescribed in the plan. If you do become covered under another employer’s employee
benefits plan within that 18 month period, you shall promptly notify the Company of that
fact.




(e) The Company’s obligation to continue to pay your Base Salary pursuant to subsection
3(c) and to continue to provide coverage for you under the Company’s executive employee
benefits plan pursuant to subsection 3(d) are subject to and conditional upon your prompt
execution and delivery of the following to the Company:




	 	(i)	 	a mutual release of all claims by you against the Company and
vice versa, in a form satisfactory to you and the Company, acting reasonably;
and
	 
	 	(ii)	 	your resignation as a director, officer and member of any
committee of the Board of the Company and of any affiliate in which you hold
such positions, and as a member of the board or of a committee any
industry-related organization in which you serve and on which you are
reasonably identified as sitting as a representative of the Company.






(f) In the event of the termination of your employment, neither you nor the Company shall be
entitled to any notice, payment or other compensation in excess of that specified above.




(g) The severance benefits set out above are inclusive of and not in addition to any
severance to which you may be entitled by employment standards legislation. In no case
shall you receive severance less than that to which you are entitled by such legislation.











 





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5. Proprietary Rights Etc. As a condition of your employment you agree to execute and to
be bound by the form of Proprietary Rights, Non-Competition, Non-Solicitation and Confidentiality
Agreement attached as Appendix B, as amended from time to time.



6. Confidentiality, Disclosure and Trading By Restricted Persons and Employees. As a
condition of your employment you agree to execute and be bound by the Company’s policy on
Confidentiality, Disclosure and Trading By Restricted Persons and Employees attached as Schedule B,
and to any amendment thereof approved by the board from time to time, acting reasonably.



7. Change in Control. If a Change in Control (as defined below) occurs and if in respect
of yourself, a Triggering Event (as defined below) occurs on or before the expiry of this
Agreement, you shall be entitled to elect to terminate your employment with the Company and to
receive a sum equivalent to the payment referred to in paragraph 4(c) hereof. Your rights in this
respect are conditional upon your electing to exercise such rights by notice given to the Company
within 30 days after the Triggering Event.



“Change in Control” means a transaction or series of transactions whereby directly or indirectly:




	 	(i)	 	any person or combination of persons acquires a sufficient number of shares of
the Company to effect materially the control of the Company;
	 
	 	(ii)	 	the Company shall consolidate or merge with or into, amalgamate with, or enter
into a statutory arrangement with, any other person (other than a subsidiary of the
Company or a corporation controlled directly or indirectly by the Company) and, in
connection therewith, all or part of the outstanding shares of the Company which have
voting rights attached thereto shall be changed in any way, reclassified or converted
into, exchanged or otherwise acquired for shares or other securities of the Company or
any other person or for cash or any other property; or
	 
	 	(iii)	 	the Company shall sell or otherwise transfer property or assets aggregating
more than 50% of the consolidated assets of the Company.





“Triggering Event” means anyone of the following events which occur without the express agreement
in writing of yourself:




	 	(i)	 	an adverse change in any way of your duties, powers, rights, discretion, salary
or benefits as they exist immediately prior to the Change in Control;
	 
	 	(ii)	 	a diminution of your title as it exists immediately prior to the Change in
Control;
	 
	 	(iii)	 	a change in the person or body to whom you report immediately prior to a
Change in Control except if such person or persons comprising the body are of
comparable experience and training or such change is a result of the resignation or
removal or such person or persons comprising the body, as the case may be,












 





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	 	 	 	provided that a Triggering Event shall not include a change resulting from a
promotion in the normal course of business.





8. Code of Ethics. As a condition of your employment, you agree to be bound by and execute
the Company’s Code of Ethics for Directors and Senior Officers attached as Appendix C, and any
amendment thereto approved by the Board from time to time, acting reasonably.



9. Notice. All notices or other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b)
upon confirmation of receipt when such notice or other communication is sent by facsimile, (c) one
day after delivery to an overnight delivery courier or (d) three days after it has been sent by
registered or certified mail, return receipt requested postage prepaid, addressed to the addresses
set forth below, or to such other address as either party may have furnished to the other in
writing in accordance herewith.


If to the Company:



Offshore Systems International LTD

107-930 West 1st Street

North Vancouver, B.C., V7P 3N4




Attention: Chairman of the Board of Directors



If to the Employee:



Kenneth Kirkpatrick

2513 Platinum Lane

Coquitlam, BC

V3E 3L1





or to such other address as either party may designate by notice to the other, and shall be
deemed to have been given upon receipt.



10. Miscellaneous.




(a) Survival. The termination of your employment will not impair the rights or
obligations of a party that accrue prior to such termination, except to the extent
specifically stated herein. In addition, the rights and obligations of the parties
following termination under section 4, your covenants contained in sections 5 and 6, and the
provisions of sections 8 and subsections 9(f) and 9(h) will survive the termination of your
employment.




(b) Amendments and Waiver. Only an instrument in writing signed by the parties may
amend this Agreement, and any provision hereof may be waived only by an instrument in
writing signed by the party against whom enforcement of such waiver is











 





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sought. The failure of either party at any time to require the performance by the other
party of any provision hereof shall in no way affect the full right to require such
performance at any time thereafter, nor shall the waiver by either party of a breach of a
provision hereof be taken or held to be a waiver of any succeeding breach of such provision
or a waiver of the provision itself or a waiver of any other provision of this Agreement.




(c) Withholding. You agree that the Company may withhold from any and all payments
required to be made to you in accordance with this Agreement all federal, state, local, and
other taxes that the Company determines are required to be withheld in accordance with
applicable statutes and regulations in effect from time to time.




(d) Successors. This Agreement is binding on and is for the benefit of the parties
hereto and their respective successors, heirs, executors, administrators and other legal
representatives and permitted assigns. The Company shall require any successor to all or a
portion of the business and/or assets of the Company by purchase, merger, consolidation,
acquisition of stock or otherwise which is or becomes the employer of you to assume and
agree to perform this Agreement in the same manner and to the same extent as the Company
would be required to perform if no such succession had taken place, and a failure of any
such successor to the Company which is or becomes the employer of you to assume and agree to
perform this Agreement shall be, for all purposes of this Agreement, a termination of this
Agreement by the Company and such successor.




(e) Assignment. This Agreement and all of your rights and duties shall not be
assignable or delegable by you. The Company may assign this Agreement to a person or entity
which is an affiliate or a successor in interest to substantially all of the business
operations of the Company, provided that the Company complies with its obligations in the
second sentence of Section 10(d) above.




(f) Severability of Provisions. If any provision of this Agreement, or portion
thereof, is so broad in scope or duration so as to be unenforceable, such provision or
portion thereof shall be interpreted to be only so broad as is enforceable. If any one or
more provisions contained in this Agreement shall be invalid, illegal or unenforceable in
any respect, the validity, legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby and this Agreement shall be interpreted as if
such invalid, illegal, or unenforceable provision was not contained therein.




(g) Headings. The headings used in this Agreement are intended for convenience and
reference only and will not in any manner amplify, limit, modify or otherwise be used in the
construction or interpretation of any provision of this Agreement. All section references
are to sections of this Agreement, unless otherwise noted.




(h) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Province of British Columbia, without giving effect to its conflict of
laws provisions. The parties irrevocably submit to the exclusive jurisdiction of the courts
of British Columbia with respect to any legal proceedings arising herefrom.











 





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(i) Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but both of which shall constitute one and the same agreement.




(j) Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto with respect to your employment by the Company, and supersedes, and is in
full substitution of, any and all oral or written prior understandings, representations, or
agreements with respect to your employment in any position unless otherwise indicated
herein.



Please confirm your agreement to the foregoing by executing this letter in the space provided
below. Once accepted by you, this will be a binding agreement. This agreement may be executed in
counterparts and delivered by fax or by scanned email.



	 	 	 	 	 
	Yours truly,



OFFSHORE SYSTEMS INTERNATIONAL LTD.

 	 	 
	Per:  	 /s/ Raymond Johnston
 	 	 
	 	RAYMOND JOHNSTON 	 	 
	 	Chairman of the Board 	 	 




Acknowledged and agreed to as of the 7th day of November, 2005.



	 	 	 
	/s/ Jacquie Speckling

	 	/s/ Kenneth Kirkpatrick
	 

	 	 
	Witness to the signature of

	 	KENNETH KIRKPATRICK
	Kenneth Kirkpatrick
	 	 
	 
	 	 
	Jacquie Speckling
	 	 
	Name of witness (please print)
	 	 














 





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APPENDIX A




Duties and Responsibilities of Chief Executive Officer





	 	(a)	 	Responsibility for the overall management and operation of the business of the
Company;
	 
	 	(b)	 	overseeing the preparation of an annual business plan for the Company for
approval by the Board, recommending any amendments to the business plan from time to
time, and overseeing the implementation of the business plan;
	 
	 	(c)	 	hiring and terminating employees of the Company;
	 
	 	(d)	 	overseeing the management of the Company’s relationship with the investment
community and capital markets;
	 
	 	(e)	 	performing such other related duties and responsibilities and serving in such
other positions in the Company’s subsidiaries as may be reasonably assigned to you from
time to time by the Board; and
	 
	 	(f)	 	such other duties and responsibilities as the Board may direct.
















 





APPENDIX B




PROPRIETARY RIGHTS, NON-COMPETITION, NON-SOLICITATION

AND CONFIDENTIALITY AGREEMENT



Whereas I, Kenneth Kirkpatrick, recognize that OFFSHORE SYSTEMS INTERNATIONAL LTD. and its
affiliates including without limitation Offshore Systems Ltd., Mapcon Mapping Ltd., Mapcon Mapping
Inc. (collectively, the “Company”) is engaged in a continuous program of software research and
development and the marketing of software products and computer systems, and that the Company also
provides technical support, consultation, and training services. I also recognize the importance
of protecting the Company’s trade secrets, confidential information, partner and customer
relationships and other proprietary information and related rights acquired through the Company’s
expenditure of time, effort and money.



Therefore, because I wish to be employed by the Company in a capacity in which I will receive
and/or contribute to the Company’s Confidential Information, and in consideration of the salary or
wages I will receive from the Company and for my employment by the Company, I agree to be bound by
the following terms and conditions:




1. Definitions





For the purpose of this Agreement:




	 	(a)	 	“Confidential Information” includes any of the following:






	 	(i)	 	any and all versions of the software and related documentation owned or
marketed by the Company, as well as the software and documentation owned by the
Company’s suppliers and used internally by the Company, including all related
algorithms, concepts, data, designs, flowcharts, ideas, programming techniques,
specifications and source code listings;
	 
	 	(ii)	 	all developments (as defined below);
	 
	 	(iii)	 	information regarding the Company’s business operations, methods and
practices, including marketing strategies, product pricing, margins and hourly rates
for staff, and information regarding the financial affairs of the Company;
	 
	 	(iv)	 	the names of the Company’s clients and the names of the Company’s business
partners and suppliers of computer services and software to the Company, and the
nature of the Company’s relationships with these clients, partners and suppliers;
	 
	 	(v)	 	technical and business information of or regarding the clients of the
Company obtained in order for the Company to provide such clients with training
services and software products and services, including information regarding the data
processing requirements and the business operations, methods and practices and
product and training plan of such clients; and










 



B2


	 	(vi)	 	any other trade secrets or confidential or proprietary information in the
possession or control of the Company.






	 	(b)	 	“Confidential Information” does not include information which is or becomes
generally available to the public without my fault or which I can establish, through
written records, was in my possession prior to its disclosure to me as a result of my
work for the Company.
	 
	 	(c)	 	“Developments” include all:






	 	(i)	 	software, documentation, data, designs, reports, flowcharts, training kits
and other training materials, trade-marks, specifications and source code listings,
and any related works, including any enhancements, modifications, or additions to the
software products owned, marketed or used by the Company, and
	 
	 	(ii)	 	inventions, devices, discoveries, concepts, ideas, algorithms, formulae,
know-how, processes, techniques, systems and improvements, whether patentable or not
developed, created, generated or reduced to practice by me, alone or jointly with
others, during my employment with the Company or which result from tasks assigned to
me by the Company or which result from the use of the premises or property (including
equipment, supplies or Confidential Information) owned, leased or licensed by the
Company.





2. Non-Disclosure of Confidential Information





At all times during and subsequent to the termination of my employment with the Company, I
shall keep in strictest confidence and trust the Confidential Information. I shall take all
necessary precautions against unauthorized disclosure of the Confidential Information, and I
shall not directly or indirectly disclose, allow access to, transmit or transfer the
Confidential Information to a third party, nor shall I copy or reproduce the Confidential
Information except as may be reasonably required for me to perform my duties for the Company.



3. Restricted Use of Confidential Information





	 	(a)	 	At all times during and subsequent to the termination of my employment with the
Company, I shall not use the Confidential Information in any manner except as reasonably
required for me to perform my duties for the Company.
	 
	 	(b)	 	Without limiting my obligations under subsection 3(a), I agree that at all times
during and subsequent to the termination of my employment with the Company, I shall not
use or take advantage of the Confidential Information for creating, maintaining or
marketing, or aiding in the creation, maintenance or marketing, of any software which is
competitive with any software owned or marketed by the Company.










 



B3








	 	(c)	 	Upon the request of the Company, and in any event upon the termination of my
employment with the Company, I shall immediately return to the Company all materials,
including all copies in whatever form, containing the Confidential Information which are
in my possession or under my control.





4. Ownership of Confidential Information





	 	(a)	 	I acknowledge and agree that I shall not acquire any right, title or interest in or
to the Confidential Information.
	 
	 	(b)	 	I agree to make full disclosure to the Company of each Development promptly after
its creation. I hereby assign and transfer to the Company, and agree that the Company
shall be the exclusive owner of, all of my right, title and interest to each Development
throughout the world, including all trade secrets, patent rights, copyrights and all
other intellectual property rights therein. I further agree to cooperate fully at all
times during and subsequent to my employment with respect to signing further documents
and doing such acts and other things reasonably requested by the Company to confirm such
transfer of ownership of rights, including intellectual property rights, effective at or
after the time the Development is created and to obtain patents or copyrights or the
like covering the Developments. I agree that the obligations in this clause (b) shall
continue beyond the termination of my employment with the Company with respect to
Developments created during my employment with the Company.
	 
	 	(c)	 	I agree that the Company, its assignees and their licensees are not required to
designate me as the author of any Developments. I hereby waive in whole all moral rights
which I may have in the Developments, including the right to the integrity of the
Developments, the right to be associated with the Developments, the right to restrain or
claim damages for any distortion, mutilation or other modification of the Developments,
and the right to restrain use or reproduction of the Developments in any context and in
connection with any service, cause or institution.
	 
	 	(d)	 	Listed in Appendix 1 to this Agreement are those works and inventions created by
me, alone or jointly with others, prior to my employment by the Company, which are exempt
from the operation of this Agreement. If nothing is listed in Appendix 1, I represent
that I have made no such works or inventions as of the date of this Agreement.





5. Protection of Computer Systems and Software





I agree to take all necessary precautions to protect the computer systems and software of the
Company and of the suppliers and clients of the Company.









 



B4


6. Non-Competition





I agree that while I am employed by the Company, and for twelve months following the
termination of my employment with the Company, without the prior written approval of the Board
of Directors of the Company, I will not become engaged, directly or indirectly as an employee,
consultant, partner, principal, agent, proprietor, shareholder (other than a holding of shares
listed on a stock exchange that does not exceed 2% of the outstanding shares so listed) or
advisor, in a business anywhere in the world where the Company marketed its products or
services during the period of my employment with the Company; that develops or markets
software competitive with the software owned or marketed by the Company, or provides
consulting, maintenance, support or training services that are competitive with the
consulting, maintenance, support or training services provided by the Company.



7. Non-Solicitation of Clients





I agree that while I am employed by the Company, and for twelve months immediately following
the termination of my employment with the Company, I shall not, directly or indirectly,
contact or solicit any Clients of the Company for the purpose of selling or supplying to these
Clients or the Company any products or services which are competitive with the products or
services sold or supplied by the Company at the time of my termination. The term “Client of
the Company” in the preceding sentence means any business or organization that:




	 	(a)	 	was a client of the Company at the time of the termination of my employment with
the Company; or
	 
	 	(b)	 	became a client of the Company within six months after the termination of my
employment with the Company if I was involved with the marketing effort in respect of
such client prior to the termination of my employment with the Company.





8. Non-Solicitation of Employees





I agree that while I am employed by the Company, and for 12 months after the termination of my
employment with the Company, I shall not directly or indirectly hire any employees of or
consultants or contractors to the Company nor shall I solicit or induce or attempt to induce
any persons who were employees of or consultants to the Company at the time of such
termination or during the 90 days immediately preceding such termination, to terminate their
employment or consulting agreement with the Company, without the prior consent of the Company.



9. Confidentiality





Upon ceasing to be employed by the Company for whatever reason, I will immediately return to
the Company all client lists, records and other material containing confidential information
relating to the business and products of the Company.









 



B5



I acknowledge and agree that such material is for the benefit of the Company and I agree to
keep it confidential both during and at any and all times after my employment with the
Company, all such information or property which related to the Company’s business and
products.



10. Reasonableness of Non-Competition and Non-Solicitation Obligations





I confirm that the obligations in Sections 6, 7 and 8 are fair and reasonable given that,
among other reasons,




(i) the sustained contact I will have with the clients of the Company will expose me to
Confidential Information regarding the particular requirements of these clients and the
Company’s unique methods of satisfying the needs of these clients, all of which I agree not to
act upon to the detriment of the Company; and/or




(ii) I will be performing important development work on the software owned or marketed by the
Company, and I agree that the obligations in Sections 6, 7 and 8, together with my other
obligations under this Agreement, are reasonably necessary for the protection of the Company’s
proprietary interests. I further confirm that the geographic scope of the obligation in
Section 6 is reasonable given the international nature of the market for the products and
services of the Company. I also agree that the obligations in Sections 6, 7and 8 are in
addition to the non-disclosure and other obligations provided elsewhere in this Agreement. I
also acknowledge that my obligations contained in this Agreement will not preclude me from
becoming gainfully directly employed in the computer software industry or applicable product
training following a termination of my employment with the Company given my general knowledge
and experience in the computer industry.



11. Non-Conflicting Obligations





(a) I acknowledge and represent to the Company that my performance as an employee of the
Company shall not breach any agreement or other obligation to keep confidential the
proprietary information of any prior employer of mine or any other third party. I further
acknowledge and represent that I am not bound by any agreement or obligation with any third
party which conflicts with any of my obligations under this Agreement.




(b) I represent and agree that I will not bring to the Company, and shall not use in the
performance of my work with the Company, any trade secrets, confidential information and other
proprietary information of any prior employer of mine or any other third party. I represent
and agree that in my work creating Developments I will not knowingly infringe the intellectual
property rights, including copyright, of any third party.




(c) I agree that during the time that I am employed by the Company I shall devote my full
working time and attention to the affairs of the Company and I shall not be employed









 



B6



by, or perform services for, or otherwise be engaged in any business with, any other entity
without the prior written consent of the Company.



12. Enforcement





I acknowledge and agree that damages may not be an adequate remedy to compensate the Company
for any breach of my obligations contained in this Agreement, and accordingly I agree that in
addition to any and all other remedies available, the Company shall be entitled to obtain
relief by way of a temporary or permanent injunction to enforce the obligations contained in
this Agreement.



13. General





(a) This Agreement shall be governed by the laws in force in the Province of British Columbia.
If any provision of this Agreement is wholly or partially unenforceable for any reason, such
unenforceable provision or part thereof shall be deemed to be omitted from this Agreement
without in any way invalidating or impairing the other provisions of this Agreement. In this
Agreement any reference to a termination of employment shall include termination for any
reason whatsoever and with or without cause.




(b) The rights and obligations under this Agreement shall survive the termination of my
service to the Company and shall inure to the benefit of and shall be binding upon (i) my
heirs and personal representatives and (ii) the successors and assigns of the Company.


I HAVE READ THIS AGREEMENT. I UNDERSTAND IT, AND I HAVE HAD THE OPPORTUNITY TO OBTAIN INDEPENDENT
LEGAL ADVICE IN RESPECT OF IT, AND I AGREE TO ITS TERMS.




	 	 	 	 	 	 	 
	/s/ Kenneth Kirkpatrick

	 	 
	 	January 16, 2006
	 	 
	 	 	 	 	 	 	 
	Employee Signature

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	Jacquie Speckling
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name of Witness
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Jacquie Speckling

	 	 	 	January 16 2006	 	 
	 	 	 	 	 	 	 
	Witness Signature

	 	 	 	Date	 	 







 












 





SCHEDULE B




POLICY RESPECTING
CONFIDENTIALITY, DISCLOSURE AND TRADING BY 
RESTRICTED PERSONS AND
EMPLOYEES





			
	PART I	 	CONFIDENTIALITY






	1.	 	Purpose
	 
	1.0	 	The purpose of Part I of this Policy is to ensure that all employees and directors of
Offshore Systems International Ltd. and its subsidiaries (the “Company”), regardless of
country of residence, treat confidential information in a consistent manner and in accordance
with Canadian securities laws.
	 
	2.	 	Confidential Information
	 
	2.0	 	Information respecting the Company is considered confidential information if its knowledge
would reasonably be expected to result in a significant change in the market price or value of
the Company securities, and such information has not been publicly disclosed (throughout this
Policy, “Confidential Information”).
	 
	2.1	 	Confidential Information includes information concerning the business operations or capital
of the Company.
	 
	2.2	 	It is to be recognized that information may be Confidential Information within the meaning of
this Policy at an earlier stage than the Company is required by applicable securities laws to
publicly disclose such information (for example at an earlier stage in the process of making a
major acquisition or negotiating a significant contract).
	 
	2.3	 	Where information is disseminated by the Company through a press release, that information is
not considered to be publicly disclosed until at least the close of one (1) complete business
day after the press release, and in circumstances where the information is not readily
accessible through the news media, that information may not be considered to be publicly
disclosed until up to a week.
	 
	3.	 	Safeguarding Confidentiality
	 
	3.0	 	The Company personnel may not discuss Confidential Information with any other persons
(whether or not Company personnel), except in the necessary course of business.
	 
	3.1	 	In addition, information disclosed by a customer, supplier or business associate to the
Company personnel, and identified as private or confidential, shall be protected from
disclosure to the same extent as would Confidential Information.
	 
	3.2	 	To protect Confidential Information from disclosure, the Company personnel:










 



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	 	i)	 	should not discuss Confidential Information in public places
where Confidential Information may be overheard (e.g., elevators, restaurants,
airplanes, taxicabs);
	 
	 	ii)	 	should not carry, read or discard Confidential Information in
an exposed manner in public places;
	 
	 	iii)	 	should not discuss Confidential Information with personal
friends or relatives; and
	 
	 	iv)	 	should not participate in discussions with other persons
respecting investments in the Company.






	3.3	 	Before any meeting with other persons where Confidential Information may be disclosed, the
Company personnel shall advise the other persons that they must not divulge the Confidential
Information other than in the necessary course of business, or trade in the Company securities
until the Confidential Information is generally disclosed.
	 
	3.4	 	When so required by a supervisor, the Company personnel will take such additional steps as
may be necessary to protect Confidential Information from disclosure, including keeping filing
cabinets locked, referring to specified matters only by a code name and limiting access to the
word processing system.
	 
	3.5	 	All inquiries from the media shall be referred to the Chief Executive Officer (CEO) (or such
other person as may be designated from time to time to perform the role of such officer under
this Policy by the CEO) for response by designated spokespersons.
	 
	3.6	 	All inquiries from securities analysts or institutional investors shall be referred to the
CEO (or such other person as may be designated from time to time to perform the role of such
officer under this Policy by the CEO) for response by designated spokespersons.
	 
	4.	 	Sanctions
	 
	4.0	 	Failure to comply with the terms of this Part of the Policy will result in disciplinary
action, possibly including termination of employment.
	 
	4.1	 	Certain regulatory sanctions including fines, imprisonment and civil actions may be imposed
on individuals improperly disseminating Confidential Information.










 



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	PART II	 	DISCLOSURE






	1.	 	Purpose
	 
	1.0	 	The purpose of Part II of this Policy is to ensure that all disclosure by the Company of
Confidential Information is conducted in a consistent manner and in accordance with Canadian
securities laws.
	 
	2.	 	Procedures for Determining Whether Information is Confidential Information
	 
	2.0	 	The CEO shall be responsible for ensuring that the determination of which information
constitutes Confidential Information shall be carried out in accordance with a consistent
procedure and in accordance with Canadian securities laws. To the extent the CEO deems
appropriate, such officer shall consult with outside legal advisers in discharging his
responsibilities under this Policy.
	 
	3.	 	Public Statements
	 
	3.0	 	The CEO shall be responsible for ensuring that disclosure of all information respecting the
Company, including Confidential Information required to be disclosed under Canadian securities
laws, shall be carried out in accordance with a consistent procedure and in accordance with
such laws.
	 
	3.1	 	Procedures governing the disclosure of Confidential Information required to be disclosed
shall provide that such disclosure shall be effected in accordance with the following
principles:






	 	i)	 	Confidential Information should not be disclosed selectively;
	 
	 	ii)	 	information previously disclosed by the Company should be
updated if it has become misleading as a result of subsequent events; and
	 
	 	iii)	 	where Confidential Information is to be announced at a meeting
of analysts, the media or shareholders, or at a press conference, a
simultaneous general announcement respecting the Confidential Information must
be made by press release.






	3.2	 	Public statements of policy will be made only by the Chief Executive Officer (CEO). All
press releases shall be pre-cleared with the CEO or, failing that, the Chairman of the Board.
	 
	3.3	 	Notice of a press release announcing Confidential Information shall be provided to the Market
Surveillance Branch of the Toronto Stock Exchange (the “TSE”)











 



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	 	 	prior to its release (if press release to be issued during TSE trading hours) or
before trading begins (if issued outside TSE trading hours).
	 
	3.4	 	The CEO shall be responsible for maintaining a file containing all disclosure documents
prepared by the Company, including press releases, publicly released by the Company or other
documents filed with the securities regulatory authorities.
	 
	4.	 	Dealing with Analysts and the Media
	 
	4.0	 	All inquiries from securities analysts shall be referred to the CEO for response only by
designated spokespersons.
	 
	4.1	 	Disclosure at meetings with analysts or the media shall be limited to an explanation or
clarification of publicly available information and generally shall not refer to forecasts of
future financial results or events. A record should be kept of all matters discussed and
information disclosed at the meeting. To the greatest extent practicable, more than one
spokesperson from the Company should be present at each meeting with analysts or the media.
After such a meeting, if the spokespersons have any concerns regarding the information
disclosed, they should discuss the matter with the CEO.
	 
	4.2	 	It will continue to be a policy of the Company to review financial models and drafts of
analysts’ research reports for factual content only.
	 
	5.	 	Inadvertent Disclosure
	 
	5.0	 	In the event that any Confidential Information is inadvertently disclosed, general disclosure
of such Confidential Information shall be made immediately and such disclosure shall be
coordinated by the CEO or, failing that, the Chairman of the Board.
	 
	6.	 	Forward-looking Statements
	 
	6.0	 	It is the Company’s policy generally not to provide forward-looking information to the
investment community. To the extent that such information is provided in Company disclosure
documents, all statements are to be accompanied by appropriate contingency and cautionary
language which has been approved by the CEO.
	 
	7.	 	Sanctions
	 
	7.0	 	Failure to comply with the terms of this Part of this Policy will result in disciplinary
action, possibly including termination of employment.










 



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	7.1	 	Certain regulatory sanctions including fines, imprisonment and civil actions may be imposed
on individuals contravening laws respecting the disclosure of Confidential Information.






			
	PART III	 	TRADING BY RESTRICTED PERSONS AND EMPLOYEES






	1.	 	Purpose
	 
	1.0	 	The purpose of Part III of this Policy is to ensure that all employees and directors of the
Company, regardless of country or residence, comply with Canadian securities laws.
	 
	2.	 	Definition of “Restricted Person”
	 
	2.0	 	A restricted person is generally defined, without regard to the individual’s country of
residence, as including all directors, officers and other employees of the Company who are
regularly in possession of Confidential Information (“Restricted Person”).
	 
	2.1	 	The CEO shall be responsible for maintaining a list of all individuals who are Restricted
Persons and ensuring that each person who is a Restricted Person has been advised that he or
she is a Restricted Person for the purposes of this Policy.
	 
	3.	 	Prohibition on Trading by Employees with Confidential Information or Other Undisclosed
Material Information
	 
	3.0	 	The Company personnel, including Restricted Persons, may not, if that individual possesses
Confidential Information, directly or indirectly (e.g., via private holding company,
registered retirement savings plans or otherwise):






	 	i)	 	buy or sell the Company securities;
	 
	 	ii)	 	buy or sell securities whose price or value may reasonably be
expected to be affected by changes in price of the Company securities;
	 
	 	iii)	 	grant or exercise the Company stock options, or, if applicable,
phantom stock plans or similar employee compensation mechanisms; or
	 
	 	iv)	 	buy or sell securities of another company in which the Company
proposes to invest or where the individual, in the course of employment with
the Company, becomes aware of undisclosed material information concerning that
other company.






	3.1	 	In addition, the Company personnel are prohibited from engaging in any other action to take
advantage of, or pass on to others, such Confidential Information or undisclosed material
information respecting another company, including buying










 



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	 	 	or selling, or recommending the buying or selling of, any assets of that company, in
reliance on such Confidential Information or undisclosed material information.
	 
	3.2	 	This prohibition also applies to trading by individuals who learn of Confidential Information
or undisclosed material information respecting another company from the Company personnel
(e.g., spouses, friends, relatives), who for the purposes of this Policy are responsible for
the trading by such individuals. It being understood that trading by such individuals would
also likely constitute a violation by them of applicable securities law relating to insider
trading.
	 
	4.	 	Prohibiting “Restricted Persons” from Trading During “Black Out” Periods and Other
Restrictions on Trading by Restricted Persons
	 
	4.0	 	To guard against trading by Restricted Persons before public release of quarterly financial
results or when the Company may be involved in a material undisclosed transaction (e.g.,
acquisition, public offering, significant contract negotiation) not known to the Restricted
Person, trading by Restricted Persons is prohibited during the following “Black Out” periods;






	 	i)	 	Two weeks prior to the end of the first fiscal quarter (i.e. 14
February) until two (2) business days following the release of the first
quarter results;
	 
	 	ii)	 	Two weeks prior to the end of the second fiscal quarter (i.e.
16 May) until two (2) business days following the release of the second quarter
results;
	 
	 	iii)	 	Two weeks prior to the end of the third fiscal quarter (i.e. 17
August] until two (2) business days following the release of the third quarter
results; and
	 
	 	iv)	 	Two weeks prior to the fiscal year end (i.e. 16 November] until
two (2) business days after the audited annual statements for the year end have
been generally reviewed; and
	 
	 	v)	 	The start of the day on which a press release or other
disclosure is issued with respect to an item of Confidential Information until
one (1) complete business day following the date of the press release or other
disclosure.






	4.1	 	Restricted Persons, their spouses and any relatives living with them are also prohibited
during the “Black Out” period, from:






	 	i)	 	purchasing or selling publicly traded options or securities of
the Company; and
	 
	 	ii)	 	selling the Company securities that the individual does not own
(short selling).










 



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	4.2	 	If the Company becomes aware of a material undisclosed transaction, all Restricted Persons
who have pre-cleared transactions that have not been completed will be asked to withdraw their
trading instructions.
	 
	5.	 	Company Contact Person
	 
	5.0	 	The Company personnel who are unsure whether they may trade in a given circumstance shall
contact the CEO for specific guidance. The Company personnel are encouraged to consult with
such officer prior to any trading in securities of the Company.
	 
	6.	 	Regulatory Requirements — Reporting
	 
	6.0	 	To comply with Canadian securities laws applicable to certain Restricted Persons, all
Restricted Persons who are directors or officers of the Company or its subsidiaries
(“Insiders”) must file an “Insider Report” in the form available from the Corporate Controller
within 10 days following:






	 	i)	 	the day the individual first becomes an Insider (if on that day
the individual does not own or control the Company securities no Insider Report
need be filed); and
	 
	 	ii)	 	the day on which the Insider purchases or sells the Company
securities (this is the date of agreement to purchase or sell, not the
settlement date of the transaction).






	6.1	 	Each Insider is required to file the Insider Report with each of the Canadian provincial
securities regulators. Instructions regarding completion are included on the back of the
Insider form.
	 
	6.2	 	All Insiders are responsible for filing their own Insider Reports. Two copies of the Insider
Report, one of which to be manually signed, must be filed in all jurisdictions.
	 
	6.3	 	At the same time as the Insider Report is filed with the regulators, a copy of the Insider
Report must be provided to the Company to the attention of the CEO.
	 
	6.4	 	Copies of blank Insider Reports may be obtained from the office of the Corporate Controller.
	 
	6.5	 	Restricted Persons (whether or not they are Insiders) are required to report to the CEO
annually (by the end of January each year) with respect to all trades in the preceding 12
months and to certify compliance during the period with the terms of this Policy.










 



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	7.	 	Sanctions
	 
	7.0	 	Failure to comply with this Part of the Policy will result in disciplinary action, possibly
including termination of employment.
	 
	7.1	 	Canadian securities laws provide that a breach of the general trading prohibition contained
in this Part of the Policy may result in a fine of up to the greater $1 million and three
times the profit obtained by reason of the contravention, and imprisonment for up to two
years.
	 
	7.2	 	The Company personnel may also be found civilly liable if a spouse, friend of relative
profited from the trading of the Company securities at a time when in possession of
Confidential Information provided by that individual.
	 
	7.3	 	Penalties may also be levied against an Insider for not complying with the regulatory
reporting requirements.




I HAVE READ THIS POLICY. I UNDERSTAND IT, AND I HAVE HAD THE OPPORTUNITY TO OBTAIN INDEPENDENT
LEGAL ADVICE IN RESPECT OF IT, AND I AGREE TO ITS TERMS.




	 	 	 	 	 	 	 
	/s/ Kenneth Kirkpatrick

 

Employee Signature

	 	January 16, 2006
 

Date	 	 	 	 
	 
	 	 	 	 	 	 
	Jacquie Speckling
 

Name of Witness
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Jacquie Speckling

 

Witness Signature

	 	January 16, 2006
 

Date
	 
	 	 	 












 



 


APPENDIX C




CODE OF ETHICS FOR DIRECTORS AND SENIOR OFFICERS



Offshore Systems International Ltd. (the “Company”) is committed to conducting business in
accordance with all applicable laws, rules, regulations and stock exchange policies and the highest
standards of business ethics. We are also committed to full and accurate financial disclosure in
compliance with applicable laws. This Code of Ethics is applicable to anyone who holds the
position of chief executive officer, president, chief financial officer or controller and all other
senior officers (and persons performing similar functions regardless of their titles) in the
Company and in any of our subsidiary companies (together, “Senior Officers”) and any directors of
the Company and of any subsidiaries of the Company (together, “Directors”). This Code of Ethics
sets forth specific policies to guide you in the performance of your duties.



As a Director or Senior Officer, you have a duty to not only comply with applicable laws, but also
to conduct yourself in an honest and ethical manner and to help us foster a culture of high ethical
standards and commitment to compliance with this Code of Ethics.



This Code of Ethics is intended to supplement any code of business conduct and ethics that may be
adopted by the Company, if so adopted. You will also be bound by the requirements and standards
set forth in any such code of business conduct and ethics, if adopted, as well as those set forth
in this Code of Ethics and other applicable policies and procedures.




COMPLIANCE WITH LAWS, RULES AND REGULATIONS



You are required to comply with the laws, rules and regulations that govern the conduct of our
business, both within the United States and Canada and in any other country where we conduct
business. You must report any suspected violations in accordance with the section below entitled
“Compliance with Code of Ethics”.




CONFLICTS OF INTEREST



A conflict of interest occurs when your private interests interfere in any way, or to a reasonable
and objective observer might appear to interfere, with the interests of the Company. Your
obligation to conduct the Company’s business in an honest and ethical manner includes the ethical
handling of actual or apparent conflicts of interest between personal and business relationships.



Before making any investment, accepting any position or benefits, participating in any transaction
or business arrangement or otherwise acting in a manner that creates or reasonably appears to
create a conflict of interest, you must make full disclosure of all facts and circumstances to, and
obtain the written approval of, the Chair of the Board of Directors or, if the Chair of the Board
of Directors is not available within a reasonable period of time, then the Chair of the Audit
Committee.










 



C2




DISCLOSURE IN REPORTS AND DOCUMENTS



It is our policy to make full, fair, accurate, timely and understandable disclosure, in compliance
with all applicable laws, rules and regulations, in all reports and documents that we file with, or
submit to, the U.S. Securities and Exchange Commission and the securities commission of each
province or territory in Canada in which we are a reporting issuer, and in all other public
communications made by us. As a Director or Senior Officer, you are required to promote compliance
with this policy by all employees and to abide by our standards, policies and procedures designed
to promote compliance with this policy.




COMPLIANCE WITH THE CODE OF ETHICS



If you know of or suspect a violation of applicable laws, rules or regulations or this Code of
Ethics, you must immediately report that information to the Chair of the Board of Directors or, if
the Chair of the Board of Directors is not available within a reasonable period of time, then the
Chair of the Audit Committee. Neither you nor anyone else (including any employee or consultant)
will be subject to retaliation because of a good faith report of a suspected violation.
Violations of this Code of Ethics may result in disciplinary action, up to and including
termination of employment or, in the case of a Director, recommendation for removal from the Board
on which he or she sits. The Company intends such disciplinary action to reflect our belief that
all employees, officers and directors should be held accountable to the standards of conduct set
forth herein.



The Board of Directors of the Company shall be charged with conducting an investigation of any
alleged violation of this Code of Ethics within a reasonable time following receipt of a report of
an alleged violation. The Board may, in its discretion, delegate to any one or more persons whom
it deems appropriate (who may include Directors and persons outside the Company) the responsibility
for conducting any such investigation and making recommendations concerning any proposed
disciplinary action to the Board of Directors. The Board of Directors shall determine, or shall
designate one or more persons whom it deems appropriate to determine, what action shall be taken in
response to any violation of this Code.




WAIVERS OF THE CODE OF ETHICS



If you wish to seek a waiver of the Code of Ethics you must make full disclosure of your particular
circumstances to the Chairman of the Board of Directors. Any waiver shall require the written
approval of the Chairman of the Board of Directors




NO RIGHTS CREATED



This Code of Ethics is a statement of certain fundamental principles, policies and procedures that
govern the Company’s Directors and Senior Officers in the conduct of the Company’s business. It is
not intended to and does not create any rights in any employee, customer, supplier, competitor,
shareholder or any other person or entity.










 



 




March 27, 2008




Ken Kirkpatrick

4 Slate Street

Stittsville, ON

K2S 1Y5



Re: Amendment to Employment Agreement Dated November 7, 2005




Dear Ken,



I am pleased to confirm with you that the Board of Directors of OSI Geospatial Inc. has approved an
increase in your annual salary from $245,000 to $300,000 effective January 1, 2008.



In addition, the Board has increased your maximum bonus potential eligibility from 40% of your base
salary to 60% of your base salary for meeting established financial and non-financial objectives.



In due course, you will receive notice of any fiscal 2008 management stock options granted to you
by the Board.



All other terms and conditions of your employment agreement remain unchanged. Thank you for your
continued dedication and contribution to OSI Geospatial Inc.




	 	 	 
	Sincerely,

	 	 
	 
	 	 
	OSI Geospatial Inc.
	 	 
	 
	 	 
	/s/ Raymond Johnston

 

Raymond Johnston
	 	 
	Chairman, Board of Directors
	 	 
	 
	 	 
	jjs