Exhibit 10.57
TREZAC INTERNATIONAL CORPORATION
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
TEL (▇▇▇) ▇▇▇ ▇▇▇▇ FAX (▇▇▇) ▇▇▇ ▇▇▇▇
OFFICER, CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND DIRECTOR AGREEMENT
THIS AGREEMENT (THIS "AGREEMENT") IS ENTERED INTO BY AND
BETWEEN TREZAC INTERNATIONAL CORPORATION, A TEXAS CORPORATION (THE
"COMPANY") ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Chairman and CEO "Chief Executive
Officer") AS OF THE BELOW DATE.
THIS AGREEMENT REPLACES AND SUPERCEDES ANY AND ALL PREVIOUS
AGREEMENTS THAT ▇▇▇▇ ▇ ▇▇▇▇▇▇ HAS WITH THE COMPANY.
THE COMPANY AND ▇▇▇▇ ▇▇▇▇▇▇ ARE SOMETIMES REFERRED TO HEREIN
INDIVIDUALLY AS A "PARTY" AND TOGETHER AS THE "PARTIES."
WHEREAS, THE BOARD OF DIRECTORS WISHES TO CONTINUE TO HAVE
▇▇▇▇ ▇▇▇▇▇▇ SERVE AS THE EXECUTIVE CHAIRMAN OF THE BOARD AND CEO
FOR THE COMPANY AND ITS SUBSIDIARIES UNDER THE TERMS AND CONDITIONS
SET FORTH HEREIN; AND
WHEREAS, ▇▇▇▇ ▇▇▇▇▇▇ DESIRES TO BE ENGAGED AS CHAIRMAN AND
CEO FOR THE COMPANY UNDER THE TERMS AND CONDITIONS SET FORTH
HEREIN.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
AGREEMENTS AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT
AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE
AS FOLLOWS:
1) TERM. THE COMPANY HEREBY ENGAGES ▇▇▇▇ ▇▇▇▇▇▇ AS ITS CEO AND
CHAIRMAN TO THE COMPANY AND EACH OF ITS SUBSIDIARIES AND ▇▇▇▇
▇▇▇▇▇▇ ACCEPTS SUCH ENGAGEMENT COMMENCING ON THE BELOW DATE AND
CONTINUING FOR A TERM OF NOT LESS THAN TWO (2) YEARS THEREAFTER
(THE "TERM"). THE TERM MAY BE EXTENDED BY THE WRITTEN AGREEMENT OF
THE PARTIES ON MUTUALLY ACCEPTABLE TERMS AND CONDITIONS.
Duties as Executive Chairman.
DURING THE TERM, ▇▇▇▇ ▇▇▇▇▇▇ SHALL OVERSEE AND DIRECT ALL
ACTIVITIES RELATED TO THE PUBLICLY-HELD STATUS OF THE COMPANY TO
INCLUDE BUT NOT LIMITED TO OTHER DUTIES TYPICAL TO SUCH OFFICE:
CAPITAL MARKETS DEVELOPMENT;
SOURCING AND FUNDING BOTH DEBT AND EQUITY
INSTITUTIONAL INVESTOR DEVELOPMENT
INVESTOR RELATIONS/PUBLIC RELATIONS AND SPOKESPERSON TO BROKER AND
INSTITUTIONAL MEETINGS AND SEMINARS;
ANALYST COVERAGE DEVELOPMENT; AND
FORMATION OF THE COMPANIES BOARD AND ALL FUNCTIONS OF THE BOARD
PRIMARY LIAISON FOR ALL MERGER CANDIDATES
STRATEGIC PLANNING WITH SUBSIDIARIES FOR GROWTH AND ACQUISITION.
1
2) SALARY /COMPENSATION /BONUS
o THE BASE ANNUAL SALARY OF $185,000 PER YEAR BY PAYMENT OF $185,000
OF COMPENSATION IN CASH PAYABLE IN INSTALLMENTS ACCORDING TO THE
COMPANY'S REGULAR PAYROLL SCHEDULE.
▇ ▇▇▇▇▇▇ SHALL HAVE IRREVOCABLE ELIGIBILITY FOR ANNUAL INCREASES OF
THE BASE SALARY TO A MAXIMUM OF 10% PER YEAR, BUT NOT DECREASES, AT
THE DISCRETION OF THE BOARD.
▇ ▇▇▇▇▇▇'▇ ANNUAL BONUS IS EQUAL TO MAXIMUM OF 750% OF THE CHAIRMAN'S
ANNUAL SALARY AT THE DISCRETION OF THE BOARD. BONUS WILL BE PAID
WITH 30 DAYS AFTER THE FILING OF ALL YEAR-END SEC FINANCIAL
DOCUMENTS. IN THE EVENT THAT ▇▇▇▇▇▇'▇ CONTRACT SHOULD END PRIOR
TO THE FILING DATES THE BONUS WILL BE DUE IN FULL 30 DAYS AFTER
THE FILING OF ANY YEAR-END SEC FINANCIAL DOCUMENTS.
o THE COMPANY AGREES TO PAY TO ▇▇▇▇▇▇ WITH COMMON SHARES IN
RESTRICTED STOCK UNDER SEC RULE 144, WHICH IS EQUAL TO 5.778%
OF THE COMPANY UPON THE COMPLETED ACQUISITION BY THE COMPANY OF
MILLAGRO SRL.
o THE COMPANY AGREES TO COMPENSATE ▇▇▇▇▇▇ WITH COMMON STOCK OR
PREFERRED STOCK AS ▇▇▇▇▇▇'▇ OPTION, UPON ANY SUBSEQUENT
ACQUISITIONS TO A MAXIMUM OF 12% OF EACH ACQUISITION VALUE,
o IN THE EVENT THAT ▇▇▇▇▇▇'▇ CONTRACT TERM ENDS BEFORE AN ESTABLISHED
ACQUISITION(S) THAT HAS BEGUN, IS NOT YET CLOSED, ▇▇▇▇▇▇ WILL BE
COMPENSATED FOR ANY ESTABLISHED ACQUISITION(S) IF AND WHEN THOSE
ACQUISITIONS ARE COMPLETED BY THE COMPANY IN THE MANNER OF THIS
CONTRACT.
o IN THE EVENT OF A BREACH OF THE SALARY OR BONUS AGREEMENT, THE
COMPANY HAS 5 DAYS TO CURE, IF UNCURED AFTER 5 DAYS, ▇▇▇▇▇▇'▇ MAY
ELECT FROM THE FOLLOWING OPTIONS FOR A MAXIMUM OF 30 DAYS;
o TO ACCRUE SALARY AT A 25% PREMIUM,
o To accept fully vested options at a strike price equal to the
market price of the Common Stock minus 30%.
o To accept non vested options at a strike price equal to the
market price of the Common Stock minus 80%
o To accept Common stock, 144 restricted for one year, at a 80%
discount to the previous 5 day average closing bid price prior
to the cure date occurrence.
Any Breach of salary or bonus agreement by the Company after the
election will be considered a Breach of contract
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3) BENEFITS
HOLIDAYS. ▇▇▇▇▇▇ WILL BE ENTITLED TO AT LEAST FOURTEEN (14) PAID HOLIDAY
DAYS AND (15) PERSONAL DAYS EACH CALENDAR YEAR.
COMPANY WILL NOTIFY ▇▇▇▇▇▇ ON OR ABOUT THE BEGINNING OF EACH CALENDAR YEAR
WITH RESPECT TO THE HOLIDAY SCHEDULE FOR THE COMING YEAR.
PERSONAL HOLIDAYS, IF ANY, WILL BE SCHEDULED IN ADVANCE SUBJECT TO
REQUIREMENTS OF THE COMPANY. SUCH HOLIDAYS MUST BE TAKEN DURING THE
CALENDAR YEAR AND CANNOT BE CARRIED FORWARD INTO THE NETS YEAR.
SICK LEAVE. ▇▇▇▇▇▇ SHALL BE ENTITLED TO SICK LEAVE AND EMERGENCY LEAVE
ACCORDING TO THE REGULAR POLICIES AND PROCEDURES OF THE COMPANY.
ADDITIONAL SICK LEAVE OR EMERGENCY LEAVE OVER AND ABOVE PAID LEAVE PROVIDED
BY THE COMPANY, IF ANY, SHALL BE UNPAID AND SHALL BE GRANTED AT THE
DISCRETION OF THE BOARD OF DIRECTORS OF THE COMPANY.
MEDICAL AND GROUP LIFE INSURANCE. THE COMPANY AGREES TO INCLUDE ▇▇▇▇▇▇,
SPOUSE, PRESENT AND FUTURE CHILDREN IN THE GROUP MEDICAL, DENTAL, VISION
AND HOSPITAL PLAN OF THE COMPANY AND PROVIDE LIFE INSURANCE FOR ▇▇▇▇▇▇ AT
NO CHARGE TO ▇▇▇▇▇▇ IN THE AMOUNT OF A MINIMUM OF FIFTEEN TIMES THE ANNUAL
SALARIED PLUS BONUS INCOME DURING THIS AGREEMENT. ▇▇▇▇▇▇ SHALL BE
RESPONSIBLE FOR PAYMENT OF ANY FEDERAL OR STATE INCOME TAX IMPOSED UPON
THESE BENEFITS.
D&O INSURANCE. THE COMPANY WILL PROVIDE D&O INSURANCE COMMENSURATE WITH
$15,000,000 OF RISK WITH 120 DAYS OF CONTRACT.
PENSION AND PROFIT SHARING PLANS. ▇▇▇▇▇▇ SHALL BE ENTITLED TO PARTICIPATE
IN ANY PENSION OR PROFIT SHARING PLAN OR OTHER TYPE OF PLAN ADOPTED BY THE
COMPANY FOR THE BENEFIT OF ITS OFFICERS AND/OR REGULAR EMPLOYEES.
EXPENSE REIMBURSEMENT. ▇▇▇▇▇▇ SHALL BE ENTITLED TO REIMBURSEMENT FOR ALL
REASONABLE EXPENSES, INCLUDING TRAVEL AND ENTERTAINMENT, INCURRED BY ▇▇▇▇▇▇
IN THE PERFORMANCE OF DUTIES. ▇▇▇▇▇▇ WILL MAINTAIN RECORDS AND WRITTEN
RECEIPTS AS REQUIRED BY THE COMPANY'S POLICY AND REASONABLY REQUESTED BY
THE BOARD OF DIRECTORS TO SUBSTANTIATE SUCH EXPENSES.
4. TERMINATION.
A. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN THE EVENT ▇▇▇▇▇▇
INTENTIONALLY BREACHES A MATERIAL PROVISION OF THIS AGREEMENT (FOR PURPOSES
HEREOF, THE COVENANTS IN ▇▇▇▇▇▇▇▇ ▇, ▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇ DEEMED TO BE MATERIAL
PROVISIONS), THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT
BY GIVING ▇▇▇▇▇▇ 90-DAY WRITTEN NOTICE THEREOF (AND SUCH TERMINATION SHALL
BE EFFECTIVE UPON THE 90TH DATE OF SUCH NOTICE).
B. ON OR AFTER TERM OF CONTRACT, EITHER PARTY MAY TERMINATE THIS AGREEMENT
AT ANY TIME BY GIVING WRITTEN NOTICE TO THE OTHER (AND SUCH TERMINATION
SHALL BE EFFECTIVE THIRTY (30) BUSINESS DAYS AFTER THE DATE OF SUCH NOTICE,
UNLESS OTHERWISE AGREED TO BY THE PARTIES).
C. THE COMPANY'S RIGHT OF TERMINATION SHALL BE IN ADDITION TO AND SHALL NOT
AFFECT ITS RIGHTS AND REMEDIES UNDER SECTIONS 5,6,7 AND 8 HEREOF, AND SUCH
RIGHTS AND REMEDIES UNDER SUCH SECTIONS SHALL SURVIVE TERMINATION OF THIS
AGREEMENT.
D. IN THE EVENT OF TERMINATION OF THIS AGREEMENT PURSUANT TO THE TERMS
HEREOF, ▇▇▇▇▇▇ SHALL HAVE THE RIGHT TO RECEIVE ALL REMAINING COMPENSATION
FOR THE REMAINING LENGTH OF THE CONTRACT, EXCEPT FOR ANY PRO RATED AMOUNTS
EARNED PRIOR TO SUCH TERMINATION, AND ALL RIGHTS OF ▇▇▇▇▇▇ TO RECEIVE
COMPENSATION SHALL BE EFFECTIVE IN THEIR ENTIRETY THROUGH THE LIFE OF THE
CONTRACT.
E. IN THE EVENT OF TERMINATION FOR CAUSE OR NOT FOR CAUSE, ALL STOCK, OR
STOCK OPTIONS HELD BY ▇▇▇▇▇▇ WILL BE DEEMED FULLY VESTED UNDER SEC RULE 144
AND THE COMPANY WILL PROVIDE AN IMMEDIATE LEGAL OPINION AT THE COMPANY'S
EXPENSE STATING SUCH 144 STOCK HELD BY ▇▇▇▇▇▇ IS FULLY VESTED, AND REMOVE
ALL LEGENDS ACCORDINGLY.
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5) BREACH OF CONTRACT
THIS CONTRACT WILL BE CONSIDERED BREACHED IN THE FOLLOWING, BUT NOT
LIMITED TO SITUATIONS:
A. THE COMPANY DOES NOT COMPENSATE ▇▇▇▇▇▇ IN THE DISCLOSED
TIME, MANNER AND AMOUNT DESCRIBED IN SECTION (2) ABOVE.
B. THE COMPANY DOES NOT PROVIDE BENEFITS TO ▇▇▇▇▇▇ IN THE
DISCLOSED TIME, MANNER AND AMOUNT DESCRIBED IN SECTION (3)
ABOVE.
C. THE COMPANY DOES NOT TERMINATE ▇▇▇▇▇▇'▇ CONTRACT IN THE
AGREED UPON MANNER AND TIME DESCRIBED IN SECTION (4) (A), (B)
ABOVE.
IN THE EVENT OF A BREACH OF THIS CONTRACT THE COMPANIES AGREES TO
THE FOLLOWING:
o TO IMMEDIATELY PAY ▇▇▇▇▇▇ THE BALANCE OF ▇▇▇▇▇▇'▇ CONTRACT IN
CASH..
o ALL STOCK OPTIONS HELD BY ▇▇▇▇▇▇ WILL BE DEEMED FULLY VESTED
UNDER SEC RULE 144 AND THE COMPANY WILL PROVIDE AN IMMEDIATE LEGAL
OPINION AT THE COMPANY'S EXPENSE STATING SUCH 144 STOCK HELD BY
▇▇▇▇▇▇ IS FULLY VESTED, AND REMOVE ALL LEGENDS ACCORDINGLY.
o ALL BENEFITS AS PER SECTION (3) ABOVE WILL REMAIN IN FORCE FOR
THE LENGTH OF TIME STATED IN CONTRACT BEFORE BREACH.
o THE COMPANY WILL COMPENSATE ▇▇▇▇▇▇ WITH AN ADDITIONAL SALARY
AND BENEFITS FOR THE EIGHTEEN (18) MONTHS FOLLOWING THE BREACH AS
JOB DISPLACEMENT.
o THE COMPANY WILL ASSUME ALL BUSINESS EXPENSES RELATED TO
▇▇▇▇▇▇ HAVING AN OFFICE AND /OR AN APARTMENT IN CHISINAU (OR OTHER
MUNICIPAL AREA OF MOLDOVA), TO OPERATE TREZAC INTERNATIONAL CORP
AND MILLAGRO .
6) NON-COMPETITION AGREEMENTS.
WITHOUT THE PRIOR CONSENT OF THE COMPANY, ▇▇▇▇▇▇ SHALL NOT, FOR A
PERIOD EXTENDING FROM THE DATE HEREOF AND CONTINUING FOR SO LONG AS
▇▇▇▇▇▇ IS RECEIVING PAYMENTS FROM THE COMPANY FOR SERVICES PROVIDED
HEREUNDER, DIRECTLY OR INDIRECTLY, BE EMPLOYED IN ANY CAPACITY BY,
SERVE AS AN EMPLOYEE, AGENT, OFFICER OR DIRECTOR OF, SERVE AS
ADVISOR TO, OR OTHERWISE PARTICIPATE IN THE MANAGEMENT OR OPERATION
OF, ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY OF ANY KIND
(COLLECTIVELY, A "PERSON") WHICH ENGAGES IN ANY FACET OF THE
BUSINESS OF MOLDOVAN INDUSTRY.
7) CONFIDENTIALITY. ▇▇▇▇▇▇ SHALL NOT, AT ANY TIME, DIVULGE TO ANY
PERSON (AS DEFINED IN SECTION6 ABOVE), OTHER THAN TO EMPLOYEES OF
THE COMPANY AND ITS AFFILIATES WHO HAVE A NEED TO KNOW SUCH
INFORMATION IN CONNECTION WITH THE PERFORMANCE OF THEIR DUTIES ON
BEHALF OF THE COMPANY AND EXCEPT AS REQUIRED BY LAW, ANY
CONFIDENTIAL, PROPRIETARY OR PRIVILEGED INFORMATION TO WHICH ▇▇▇▇▇▇
BECOMES PRIVY DURING THE TERM, INCLUDING, WITHOUT LIMITATION,
INFORMATION RELATING TO THE FINANCIAL CONDITION, BUSINESS,
OPERATIONS, OR METHOD OF BUSINESS OF THE COMPANY OR ITS AFFILIATES,
CUSTOMER AND SUPPLIER INFORMATION, INDEPENDENT CONTRACTOR
INFORMATION, KNOW-HOW, TRADE-SECRETS, PROCEDURES, LITIGATION OR
OTHER CONFIDENTIAL INFORMATION REGARDING THE AFFAIRS OF THE
COMPANY, OR ANY OF ITS OFFICERS, DIRECTORS, STOCKHOLDERS,
SUBSIDIARIES, AFFILIATES, CUSTOMERS OR SUPPLIERS ("CONFIDENTIAL
INFORMATION").
CONFIDENTIAL INFORMATION DOES NOT INCLUDE ANY INFORMATION THAT (I)
IS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A
RESULT OF A DISCLOSURE BY ▇▇▇▇▇▇ OR ANYONE TO WHOM ▇▇▇▇▇▇ TRANSMITS
THE CONFIDENTIAL INFORMATION IN ACCORDANCE WITH THIS AGREEMENT, OR
(II) BECOMES AVAILABLE TO ▇▇▇▇▇▇ ON A NON-CONFIDENTIAL BASIS FROM A
SOURCE OTHER THAN THE COMPANY OR ITS AFFILIATES.
8) NO SOLICITATION OF EMPLOYEES. ▇▇▇▇▇▇ SHALL NOT, FOR A PERIOD
EXTENDING FROM THE DATE HEREOF AND CONTINUING FOR SO LONG AS ▇▇▇▇▇▇
IS RECEIVING PAYMENTS FROM THE COMPANY FOR SERVICES PROVIDED
HEREUNDER, DIRECTLY OR INDIRECTLY, SOLICIT, INTERFERE WITH, EMPLOY
OR RETAIN IN ANY OTHER CAPACITY ANY EMPLOYEE OF THE COMPANY OR ANY
OF ITS AFFILIATES, NOR PERMIT, ENCOURAGE OR ALLOW ANY ENTITY IN
WHICH THE ▇▇▇▇▇▇ OWNS, DIRECTLY OR INDIRECTLY, MORE THAN A 5%
EQUITY OR PROPRIETARY INTEREST OR THE RIGHT OR OPTION, LEGALLY OR
BENEFICIALLY, DIRECTLY OR INDIRECTLY, TO ACQUIRE OR OWN ANY STOCK
OR OTHER PROPRIETARY OR EQUITY INTEREST, TO SOLICIT, INTERFERE
WITH, EMPLOY OR RETAIN IN ANY OTHER CAPACITY ANY EMPLOYEE OF THE
COMPANY OR ANY OF ITS AFFILIATES.
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9) REMEDIES. ▇▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT (A) THE COVENANTS
CONTAINED IN SECTIONS 6, 7 AND 8 HEREOF ARE REASONABLE IN CONTENT AND
SCOPE, ARE ENTERED INTO BY ▇▇▇▇▇▇ IN PARTIAL CONSIDERATION FOR THE
COMPENSATION TO BE PAID TO ▇▇▇▇▇▇ HEREUNDER AND ARE A NECESSARY AND
MATERIAL INDUCEMENT TO THE COMPANY TO GO FORWARD WITH THE ENGAGEMENT
CONTEMPLATED BY THIS AGREEMENT, AND (B) THE SERVICES AND AGREEMENTS TO
BE PERFORMED HEREUNDER BY ▇▇▇▇▇▇ ARE OF A UNIQUE, SPECIAL AND
EXTRAORDINARY CHARACTER, AND THAT A BREACH BY ▇▇▇▇▇▇ OF ANY COVENANTS
CONTAINED IN SECTIONS 6, 7 AND 8 ABOVE WOULD RESULT IN IRREPARABLE
DAMAGE TO THE COMPANY AND ITS AFFILIATES WHICH MAY BE UNASCERTAINABLE.
ACCORDINGLY, ▇▇▇▇▇▇ AGREES THAT, IN THE EVENT OF ANY BREACH OR
THREATENED BREACH OF ANY OF THE COVENANTS CONTAINED IN SECTIONS 6, 7
AND 8, THE COMPANY AND ITS AFFILIATES SHALL BE ENTITLED, IN ADDITION
TO MONEY DAMAGES AND REASONABLE ATTORNEYS' FEES AND THE RIGHT, IN THE
COMPANY'S SOLE AND ABSOLUTE DISCRETION, TO TERMINATE THIS AGREEMENT,
TO SEEK AN INJUNCTION OR OTHER APPROPRIATE EQUITABLE RELIEF TO PREVENT
SUCH BREACH OR ANY CONTINUATION THEREOF IN ANY COURT OF COMPETENT
JURISDICTION.
10) INDEMNIFICATION. THE COMPANY SHALL INDEMNIFY AND HOLD HARMLESS
▇▇▇▇▇▇ FROM AND AGAINST ANY CLAIMS, JUDGMENTS, LIABILITIES,
OBLIGATIONS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) AND
COSTS INCURRED BY ▇▇▇▇ ▇▇▇▇▇▇ THAT ARISE FROM THE PERFORMANCE BY
▇▇▇▇▇▇ OF SERVICES FOR THE COMPANY IN ACCORDANCE WITH THE TERMS
HEREOF, TO THE EXTENT THAT (I) ▇▇▇▇▇▇ ACTED IN GOOD FAITH AND IN A
MANNER WHICH ▇▇▇▇▇▇ REASONABLY BELIEVED TO BE IN, OR NOT OPPOSED
TO, THE BEST INTERESTS OF THE COMPANY, AND (II) WITH RESPECT TO ANY
CRIMINAL PROCEEDING, ▇▇▇▇▇▇ HAD NO REASONABLE CAUSE TO BELIEVE THE
CONDUCT WAS UNLAWFUL.
11) NOTICES. ALL NOTICES OR OTHER COMMUNICATIONS IN CONNECTION
WITH THIS AGREEMENT SHALL BE IN WRITING AND MAY BE GIVEN BY
PERSONAL DELIVERY OR MAILED, CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID OR BY A NATIONALLY RECOGNIZED OVERNIGHT
COURIER TO THE PARTIES AT THE ADDRESSES SET FORTH BELOW (OR AT SUCH
OTHER ADDRESS AS ONE PARTY MAY SPECIFY IN A NOTICE TO THE OTHER
PARTY):
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
12) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS
WELL AS THE LAWS AND RIGHTS PERMITTED TO ALL UK AND EUROPEAN
CITIZENS PRESENT IN THE REPUBLIC OF MOLDOVA.
13) ATTORNEYS' FEES. THE PARTIES AGREE THAT, IF ANY ACTION IS
INSTITUTED TO ENFORCE THIS AGREEMENT, THE PARTY NOT PREVAILING
SHALL PAY TO THE PREVAILING PARTY ALL COSTS AND EXPENSES, INCLUDING
REASONABLE ATTORNEYS' FEES, INCURRED BY SUCH PREVAILING PARTY IN
CONNECTION WITH SUCH ACTION. IF BOTH PARTIES PREVAIL IN PART IN
SUCH ACTION, THE COURT OR ARBITRATOR(S) SHALL ALLOCATE THE
FINANCIAL RESPONSIBILITY FOR SUCH COSTS AND EXPENSES.
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14) ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT REPRESENTS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS ADDRESSED HEREIN AND
SUPERSEDES ALL PRIOR NEGOTIATIONS, REPRESENTATIONS OR AGREEMENTS BETWEEN THE
PARTIES, EITHER WRITTEN OR ORAL, ON THE SUBJECT MATTER HEREOF. THIS AGREEMENT
MAY NOT BE AMENDED, MODIFIED, ALTERED OR RESCINDED EXCEPT UPON A WRITTEN
INSTRUMENT DESIGNATED AS AN AMENDMENT TO THIS AGREEMENT AND EXECUTED BY BOTH
PARTIES HERETO.
15) SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT, OR PART
THEREOF, IS HELD INVALID, VOID OR VOIDABLE AS AGAINST PUBLIC
POLICY OR OTHERWISE, THE INVALIDITY SHALL NOT AFFECT OTHER
PROVISIONS, OR PARTS THEREOF, WHICH MAY BE GIVEN EFFECT WITHOUT
THE INVALID PROVISION OR PART. IF ANY PROVISIONS OF THIS
AGREEMENT SHALL BE HELD TO BE EXCESSIVELY BROAD AS TO DURATION,
GEOGRAPHICAL SCOPE, ACTIVITY OR SUBJECT, SUCH PROVISIONS SHALL BE
CONSTRUED BY LIMITING OR REDUCING THE SAME SO AS TO RENDER SUCH
PROVISION ENFORCEABLE TO THE EXTENT COMPATIBLE WITH APPLICABLE
LAW.
16) WAIVER. FAILURE ON THE PART OF THE COMPANY TO EXERCISE ANY
RIGHT OR OPTION ARISING OUT OF A BREACH OF THIS AGREEMENT SHALL
NOT BE DEEMED A WAIVER OF ANY RIGHT OR OPTION WITH RESPECT TO
SUBSEQUENT OR DIFFERENT BREACH, OR THE CONTINUATION OF ANY
EXISTING BREACH.
17) COUNTERPARTS; TELECOPY SIGNATURES. THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT. SIGNATURES MAY BE
TELECOPY AND THE ORIGINALS SHALL BE EXCHANGED BY OVERNIGHT MAIL.
EACH OF THE PARTIES AGREES THAT IT WILL BE BOUND BY IT TELECOPY
SIGNATURE AND THAT IT ACCEPTS THE TELECOPY SIGNATURE OF THE OTHER
PARTY.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
date first above written.
By ________________
▇▇▇▇ ▇▇▇▇▇▇
Date: Wednesday, May 15, 2003
_____________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
Date Wednesday, May 15, 2003
On Behalf of Millagro SRL
Date :
▇▇▇▇▇ ▇▇▇▇▇▇▇ ______________/S/__________
Constantin Volnitchii __________/S/________
Ruslan Romanciuc ________/S/____________
