Mr. Eric Hanlon
Exhibit
10.33
Xx.
Xxxx
Xxxxxx
4208
Xxxxxxx
Xxxxxx,
Xxxxx 00000
January
24, 2006
Dear
Xxxx:
It
is
with great pleasure that I extend to you the position of Consulting Advisor.
In
your role you will be responsible for working towards the fulfillment of the
Company’s goals, while providing ongoing recommendations to the executive team
on matters both strategic and tactical in nature. The agreement is for three
months.
POSITION
SUMMARY
- You
will be responsible for providing key input on matters of strategy and business
development primarily related to the evaluation, planning and funding of
specific acquisitions under consideration by the Company. The position overview
is provided in Exhibit A and specific milestones in Exhibit B. You will be
instrumental in Ignis’ evaluation, planning, and deal structuring, and assist in
negotiations and fund raising. This is a part-time position that will typically
require approximately 60%-70% of work time in total commitment. At critical
times, such as fund raising and deal negotiation, the time commitment may be
more concentrated.
COMPENSATION
- You
will be provided a combination of cash and restricted common stock as detailed
in Exhibit C. You may also be granted a discretionary bonus of 15,000 shares
of
common stock of Ignis Petroleum Group, Inc. based on performance. A form 1099
will be provided at the end of each year for the payment of your services.
The
start date will be January 31, 2006 and the final date April 30, 2006. You
will
submit an invoice and expense reimbursement monthly.
Philipp
and I are excited about your participation and we are confident of the
contributions you will make to achieve the goals of Ignis Petroleum Group,
Inc.
AGREEMENT
-
Please
indicate your acceptance by signing below and fax to 000-000-0000.
|
/s/
XXXXXXX X. XXXXXX
|
/s/
XXXX XXXXXX
|
|
By:
Xxxxxxx X. Xxxxxx
|
By:
Xxxx Xxxxxx
|
|
Its:
President and CEO
|
Its:
Consulting Advisor
|
|
Date:
January 24, 2006
|
Date:
January 24, 2006
|
EXHIBIT
A
CONSULTING
ADVISOR OVERVIEW
POSITION
SUMMARY
The
holder of this position will be responsible for providing input on matters
of
strategic, business development and financial/economic importance, and will
be a
thought partner to the executive team. The Consulting Advisor will be highly
skilled in the business, financial and other matters related to evaluation
and
implementation of mergers and acquisitions and will be the primary responsible
for such matters. The position will report to the CEO and COO
EXPECTED
INVOLVEMENT
|
·
|
Be
a key member of management team and company’s primary responsible for
evaluating, planning and coordinating certain acquisitions under
consideration by the Company.
|
|
·
|
Provide
counsel to executive management with regard to activities as defined
below
while leveraging industry contacts and
consultants
|
|
·
|
Participate
part-time as member of executive team on other Company-related
activities
|
AREAS
OF RESPONSIBILITY
|
·
|
Acquisition
evaluation and strategy
|
|
·
|
Development
planning and economics
|
|
·
|
Deal
structuring and negotiation
assistance
|
|
·
|
Document
preparation and potential presentations related to funding
|
|
·
|
Other
business advisory, as required
|
|
·
|
Coordinating
the execution of the acquisition
|
REQUIREMENTS
|
·
|
BS
or MS degree in science or engineering, MBA
degree
|
|
·
|
Business
management experience in the energy sector progressive leadership
positions
|
|
·
|
Highly-respected
in energy sector with strong industry affiliations
|
CONFIDENTIALITY
No
disclosure of trade secrets; proprietary or confidential information of the
Company or affiliate obtained during the course of this agreement except as
required to carry out the terms of this agreement.
2
EXHIBIT
B
3-MONTH
MILESTONES
During
the next three months we expect that you will help Ignis Petroleum to achieve
the following critical milestones:
|
·
|
Assemble
all facts related to the proposed acquisition (due
diligence)
|
|
·
|
Detailed
description of the proposed acquisition, development activities and
timing
|
|
·
|
Economic
evaluation of the venture, and sensitivity analysis related to venture
performance and risks
|
|
·
|
Written
business / development plan detailing deal structure, resource
requirements, and schedule related to
funding
|
|
·
|
Participation
in select “road show” events as appropriate, to secure deal
funding
|
|
·
|
Develop
good working relationships with the executive team and Board of
Advisors
|
|
·
|
Exhibit
entrepreneurial ability with regard to execution with limited
resources/personnel
|
3
EXHIBIT
C
CONSULTING
ADVISOR COMPENSATION
CASH
COMPENSATION:
|
·
|
$10,000
per month, paid upon receipt of
invoice
|
RESTRICTED
STOCK: Total
award of up to 90,000 common shares granted as follows:
|
Purpose
|
Timing
|
Granted
shares
|
|
Advisory
services
|
April
30, 2006
|
75,000
|
|
Discretionary
bonus
|
April
30, 2006
|
15,000
|
|
Total
|
90,000
|
SERVICE
PRORATION:
Either
party can terminate the relationship without need for cause before the end
of
three months. Upon such termination, the Consulting Advisor will keep whatever
stock has been earned to that time.
REIMBURSABLE
EXPENSES:
Reimbursed for reasonable and customary expenses incurred on behalf of and
in
furtherance of the business of the Company and upon approval of such expenses,
Ignis shall promptly (within 30 days) provide reimbursement for such expenses.
4
