EXHIBIT 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of June, 1998 by and
between SPECTRE Industries, Inc., a corporation formed under the laws of the
State of Nevada (hereinafter referred to as ("SPECTRE") , and I.S. Grant and
Company Ltd., a British Columbia Corporation (hereinafter referred to as
("Consulting Company") and Xxx X. Xxxxx (hereinafter referred to as "Grant").
RECITALS
A. SPECTRE wishes to contract the Consulting Company and be assured of its
right to Consulting Company services upon the terms and conditions
hereinafter set forth;
B. Consulting Company is in the business of providing on-site management
and marketing services to its clients and is willing to be contracted by
SPECTRE upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the recitals, the promises, covenants,
conditions and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, it
is hereby agreed as follows:
1. Contract for Service: SPECTRE hereby contracts Consulting Company to
provide said services. In this capacity, Consulting Company is charged
with the following duties and responsibilities:
a) Responsibility to manage and direct the business of SPECTRE with
respect to specific management objectives as set out by SPECTRE
management and agreed to by Consulting Company.
b) Responsibility to direct the corporate management group with respect
to matters such as strategic planning, capital structure, new
business development and cost base management.
c) Booking additional opportunities for SPECTRE .
d) Consulting Company will be responsible to SPECTRE's appointed
representative.
2. Contract Term: SPECTRE hereby contracts the Consulting Company and the
Consulting Company hereby agrees to serve SPECTRE pursuant to the terms
and conditions of the Agreement commencing upon the execution hereof and
terminating June 30, 2003. This Contract Agreement shall terminate only
pursuant to the provisions of Sections 8 hereof. Hereinafter such period
of service is referred to as the "Contract Term".
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3. Acceptance of Contract and Extent and Place of Service: Consulting Company
hereby agrees that it will provide certain employees to provide said
services for SPECTRE during the Contract Term for the compensation set
forth herein, and that it will well and faithfully perform the duties and
responsibilities of such contract. Consulting Company further agrees that
it will devote such business hours to the business of SPECTRE as are
required. For the duration of the Contract Term, SPECTRE shall cause the
appointment and election of Grant as a director of SPECTRE and any of its
subsidiaries and /or joint venture companies and shall cause annually
Grant to be elected as Chief Executive Officer and/or President. SPECTRE's
obligations pursuant to this agreement shall be borne directly or
indirectly by any of its affiliated or subsidiary companies.
4. Consulting Fees: As compensation for the services to SPECTRE during the
Contract Term, the Consulting Company shall receive an aggregate annual
base fee per year as follows:
Year ending:
June 30,1999 - $90,000
June 30, 2000 - $100,000
June 30, 2001 - $110,000
June 30, 2002 - $121,000
June 30, 2003 - $133,000
All references to compensation and expenses are herein expressed in United
States dollars.
5. Performance Bonus: In addition to the above base fee compensation,
Consulting Company shall be entitled to receive an annual bonus of an
amount equal to five per cent (5%) of SPECTRE's consolidated net cash flow
calculated before deductions for interest, taxes, amortization and
depreciation.
6. Benefits:
Following June 30, 1998, Consulting Company shall be entitled to a monthly
car allowance of Five Hundred dollars ($500);
Consulting Company shall be entitled paid leave of four (4) weeks per
year.
7. Expenses During the Contract Term: SPECTRE shall reimburse Consulting
Company for expenses reasonably incurred on behalf of SPECTRE in
connection with the performance of its services thereunder, provided the
same are supported by sufficient documentation as to allow SPECTRE to
expense the same on its federal income tax return. All such expense
reports will be submitted to SPECTRE 's representative to review and
approve such expense reports.
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Consulting Company shall be entitled to participate in SPECTRE's stock
incentive program due to Grant's service as an Officer and Director. Said
participation shall be in accordance with fair and reasonable standards
for a Company's President and Chief Executive Officer.
8. Confidentiality: Consulting Company shall hold in confidence, and shall
not disclose to any third party or use any confidential information of
SPECTRE (other than in respect of the good faith performance of Consulting
Company's duties under this Agreement) where such information was obtained
by Consulting Company in the course of providing services to SPECTRE under
this agreement, except as required by law (including any applicable
securities laws or the rules of any applicable securities commission) or
legal process.
9. Non-Competition: None of Consulting Company or its directors, officers, or
employees or Xxx Xxxxx shall directly or indirectly (through and affiliate
or otherwise) own, manage, operate, join, control or otherwise participate
in, whether as a partner, shareholder or otherwise, any enterprise in the
business of representing manufacturers in the sale of spare parts in the
automotive wholesale market or the development, sale or distribution of
software for automotive or other spare parts in Canada or the United
States during the term of this agreement and during the one year period
following the termination or expiration of this agreement. Any interest in
Grant Brothers Sales, Ltd., held by the Consulting Company or its
directors, officers, or employees, including Xxx X. Xxxxx, is specifically
excluded from the provisions of this paragraph.
Without the consent of SPECTRE, none of Consulting Company or its
directors, officers or employees or Xxx Xxxxx shall solicit for employment
or employ any employee of SPECTRE during the term of this Agreement and
during the one year period following the termination or expiration of this
Agreement.
10. Termination: This agreement and the Contract Term shall be terminated by:
a. The death and/or permanent disability of certain employees of
Consulting Company which renders the Consulting Company unable to
perform the services contemplated hereby in the absolute discretion
of the Board of Directors of the Company upon the advice of a
physician of their choice;
b.. Termination for cause may occur without prior notice to Consulting
Company; and shall occur only upon the unanimous approval of all the
Directors with the exception of Grant.
If the Consulting Company's contract is terminated pursuant to paragraph
10a or 10b, the Consulting Company and Grant hereby consent to resign any
and all positions as an officer and/or director of SPECTRE forthwith.
SPECTRE shall have no further obligations to the Consulting Company
hereunder and all of SPECTRE's obligations shall be deemed to have been
fulfilled. In the event of termination by SPECTRE pursuant 8b and 8c,
SPECTRE shall pay to consulting Company or its personal
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representatives the full compensation due pursuant to this agreement
through the date of termination.
If the Consulting Company's contract is terminated without just cause, the
Consulting Company will be entitled to severance including consulting fee,
benefits, car allowance, bonus and stock options for the twelve months
following termination.
11. Controlling Law: This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia.
12. Amendment: This Agreement embodies the entire Agreement of the parties
respecting the matter within its scope, supersedes all previous
agreements, if any, oral or written, may be modified only in writing, and
shall be binding upon the parties hereto, their heirs, executors,
administrators or successors.
13. Notices: Any notices or other communications required or permitted
hereunder shall be deemed given when deposited in registered or certified
mail, postage prepaid, and if to the Consulting Company, addressed to I.S.
Grant & Company Ltd., 0000 Xxxxxxxxxx Xxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0, except as shall have been specified in writing by
either party to the other.
14. Severability of Provisions: If any of the provisions of this Agreement
shall be held invalid, the remainder of this Agreement shall not be
affected thereby.
15. Descriptive Headings: Descriptive headings of the several sections of this
Agreement are inserted for convenience only and do not constitute a part
of this Agreement.
IN WITNESS WHEREOF, SPECTRE has caused this Agreement to be executed on its
behalf by its Director and attested to by its Secretary, each of whom has been
duly authorized and its corporate seal to be affixed hereto, and the Consulting
Company has hereunto signed the Agreement, all as of the date and year first
written above.
SPECTRE INDUSTRIES, INC. I.S. GRANT & COMPANY LTD.
Xxx X. Xxxxx
/s/ Xxxx Xxxxxxxxxx /s/ Xxx X. Xxxxx
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By: By: Xxx X. Xxxxx
Title
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