CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the
"Plan") is made this 6th day of March, 2000, between Penn-Akron
Corporation, a Delaware corporation ("Penn-Akron"), and Xxxxxxx
X. Xxxxxxxx, who has executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Page which is
designated as Exhibit "A"
WHEREAS, the Board of Directors of Penn-Akron has
adopted a written compensation agreement for compensation of
Xxxxxxx X. Xxxxxxxx, attorney at law, a natural person; and
WHEREAS, Penn-Akron has engaged Xx. Xxxxxxxx to
provide services at the request of and subject to the
satisfaction of its management; and
WHEREAS, Xx. Xxxxxxxx has provided services at the
request and subject to the approval of the management of ; and
WHEREAS, a general description of the nature of
the services performed and to be performed and the maximum value
of such services under this Plan are listed in the Counterpart
Signature Page and exhibit thereto; and
WHEREAS, Penn-Akron and Xx. Xxxxxxxx intend that
this Plan and the services performed hereunder shall be made,
requested and performed in such a manner that this Plan shall be
a "written compensation agreement" as defined in Rule 405 of the
Securities and Exchange Commission ("Commission") pursuant to
which Penn-Akron may issue "freely tradeable" shares (except as
may be limited by "affiliate" status) of its common stock as
payment for services rendered pursuant to an S-8 Registration
Statement to be filed with the Commission by Penn-Akron;
NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Penn-Akron hereby employs Xx.
Xxxxxxxx and Xx. Xxxxxxxx hereby accepts such employment, and has
and will perform the services requested by management of Penn-
Akron to its satisfaction during the term hereof. The services
performed by Xx. Xxxxxxxx hereunder have been and will be
personally rendered by Xx. Xxxxxxxx, and no one acting for or on
behalf of Xx. Xxxxxxxx, except those persons normally employed by
Xx. Xxxxxxxx in rendering services to others, such as
secretaries, bookkeepers and the like.
1.2 Independent Contractor. Regardless of Xx.
Xxxxxxxx'x status as "employees" under Rule 405 of the
Commission, all services rendered by Xx. Xxxxxxxx hereunder have
been rendered as independent contractors, and Xx. Xxxxxxxx shall
be liable for any FICA taxes, withholding or other similar taxes
or charges, and Xx. Xxxxxxxx shall indemnify and hold Penn-Akron
harmless therefrom; it is understood and agreed that the value of
all such items has been taken into account by Xx. Xxxxxxxx in
computing the billable rate for the services Xx. Xxxxxxxx has
rendered and agreed to render to Penn-Akron.
1.3 Term. All services performed at the request of
Penn-Akron by Xx. Xxxxxxxx have either been performed and
completed, or shall be performed within one month from the date
hereof, at which time this Plan shall terminate.
1.4 Payment. Penn-Akron and Xx. Xxxxxxxx agree that
Penn-Akron shall pay the invoices of Xx. Xxxxxxxx for the
services performed under this Plan by the issuance of shares of
its common stock at a price of $.50 per share; provided, however,
such shares of common stock shall be issued pursuant to and shall
be subject to the filing and effectiveness of a Registration
Statement on Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. Xx. Xxxxxxxx shall provide
Penn-Akron with written invoices detailing the services duly
performed and/or the retainer or flat fee for such services.
Such invoices shall be paid by Penn-Akron in accordance with
Section 1.4 above, subject to the satisfaction of the management
of Penn-Akron that the services have been performed, and to the
extent performed, that the performance was in a satisfactory
manner. The submission of an invoice for the services performed
by Xx. Xxxxxxxx shall be deemed to be a subscription to purchase
shares of common stock of Penn-Akron at the price outlined in
Section 1.4 above, subject only to the filing and effectiveness
of a Registration Statement on Form S-8 covering such shares with
the Commission.
1.6 Common Stock Price. To the extent deemed required
or necessary and for all purposes of this Plan, Xx. Xxxxxxxx
shall have an "option" covering such shares of common stock at
the per share price set forth in paragraph 1.4 above during the
term hereof; Xx. Xxxxxxxx assumes the risk of any decrease in the
per share price or value of the shares of common stock of Penn-
Akron that may be issued by Penn-Akron for services performed by
Xx. Xxxxxxxx hereunder, and Xx. Xxxxxxxx agrees that any such
decrease shall in no way affect the rights, obligations or duties
of Xx. Xxxxxxxx hereunder.
1.7 Limitation on Services. None of the services
rendered by Xx. Xxxxxxxx and paid for by the issuance of shares
of common stock of Penn-Akron shall be services related to any
"capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice
by the respective Consultants, and duly verified to the
satisfaction of Penn-Akron, and subject to the filing and
effectiveness of a Registration Statement on Form S-8 of the
Commission covering such shares, one or more stock certificates
representing such shares shall be delivered to the respective
Consultants at the addresses listed on the Counterpart Signature
Pages, unless another address shall be provided to Penn-Akron in
writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common
Stock and Price Per Share. Penn-Akron and Xx. Xxxxxxxx agree
that the per share price of shares of common stock that may be
issued by Penn-Akron to Xx. Xxxxxxxx for services performed under
this Plan has been arbitrarily set by Penn-Akron; however, in the
event Penn-Akron shall undergo a merger, consolidation,
reorganization, recapitalization, declare a stock dividend of its
shares of common stock or cause to be implemented a forward or
reverse stock split which affects the present number of issued
and outstanding shares of common stock of Penn-Akron prior to the
issuance of shares to Xx. Xxxxxxxx, that the per share price and
the number of shares issuable to Xx. Xxxxxxxx for services
actually rendered hereunder after such event shall be
appropriately adjusted to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan
for Xx. Xxxxxxxx shall be the date set forth on the respective
Counterpart Signature Pages.
Section 2
Representations and Warranties of Penn-Akron
Penn-Akron represents and warrants to, and covenants
with, Xx. Xxxxxxxx as follows:
2.1 Corporate Status. Penn-Akron is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Delaware and is licensed or qualified as a
foreign corporation in all states in which the nature of its
business or the character or ownership of its properties makes
such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of
Penn-Akron has duly adopted a Compensation Plan as defined in
Rule 405 of the Commission pursuant to which Penn-Akron may issue
"freely tradeable" shares of its common stock as payment for
services rendered, subject to the filing and effectiveness of an
S-8 Registration Statement to be filed with the Commission by
Penn-Akron.
2.3 Registration Statement on Form S-8. Penn-Akron
shall engage the services of a competent professional to prepare
and file a Registration Statement on Form S-8 with the Commission
to cover the shares of common stock to be issued under the Plan;
shall cooperate with such professional in every manner whatsoever
to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such
Registration Statement shall not contain any untrue statement of
a material fact or omit to state a material fact necessary in
order to make the statements made therein, in light of the
circumstances under which they were made, not misleading, and
which such Registration Statement shall become effective
immediately upon its filing; such Registration Statement shall be
prepared at the sole cost and expense of Penn-Akron; and Penn-
Akron will provide to Xx. Xxxxxxxx prior to the issuance and
delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its
Board of Directors, all quarterly, annual or current reports or
other documents incorporated by reference into such Registration
Statement and any other similar reports filed or publicly
disseminated following the effective date of any such
Registration Statement.
2.4 Federal and State Securities Laws, Rules and
Regulations. Penn-Akron shall fully comply with any and all
federal or state securities laws, rules and regulations governing
the issuance of any such shares of common stock.
2.5 Limitation on Services. Penn-Akron shall not
request Xx. Xxxxxxxx to perform any services in connection with
any "capital raising" transaction under this Plan.
2.6 Reports With the Commission. Penn-Akron is
required to file reports with the Commission pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and Penn-Akron has or will file with the Commission all
reports required to be filed by it forthwith, and shall continue
to file such reports with the Commission so long as required, but
for a period of not less than one year; and such reports are or
will be true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. Penn-
Akron has full corporate power and authority to enter into this
Plan and to carry out its obligations hereunder. Execution of
this Plan and performance by Penn-Akron hereunder have been duly
authorized by all requisite corporate action on the part of Penn-
Akron, and this Plan constitutes a valid and binding obligation
of Penn-Akron and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of Penn-Akron.
Section 3
Representations and Warranties of Xx. Xxxxxxxx
Xx. Xxxxxxxx represents and warrants to, and
covenants with, Penn-Akron as follows:
3.1 Employment. Xx. Xxxxxxxx hereby accepts
employment by Penn-Akron for the services performed pursuant to
this Agreement. The services performed by Xx. Xxxxxxxx hereunder
have been personally rendered by Xx. Xxxxxxxx, and persons who he
employs or contracts with in the regular course of business.
3.2 Accredited Investors. Xx. Xxxxxxxx represents and
warrants that, by reason of income, net assets, education,
background and business acumen, Xx. Xxxxxxxx has the experience
and knowledge to evaluate the risks and merits attendant to an
investment in shares of common stock of Penn-Akron, either singly
or through the aid and assistance of a competent professional,
and are fully capable of bearing the economic risk of loss of the
total investment of services; further, he is an "accredited
investor" as that term is defined under the 1933 Act or the rules
and regulations promulgated thereunder.
3.3 Suitability of Investment. Prior to the execution
of this Plan, Xx. Xxxxxxxx shall have provided the services
outlined in the respective Counterpart Signature Pages to Penn-
Akron, and Xx. Xxxxxxxx fully believes that an investment in
shares of common stock of Penn-Akron is a suitable investment for
Xx. Xxxxxxxx
3.4 Limitation on Services. None of the services
rendered by Xx. Xxxxxxxx and paid for by the issuance of shares
of common stock of Penn-Akron shall be services related to any
"capital raising" transaction.
3.5 Authority and Authorization. Xx. Xxxxxxxx has
full power and authority to enter into this Plan and carry out
the obligations hereunder. Execution of this Plan and
performance by Xx. Xxxxxxxx hereunder constitutes a valid and
binding obligation of Xx. Xxxxxxxx and performance hereunder will
not violate any other agreement to which he is a party.
Section 4
Indemnity
Penn-Akron and Xx. Xxxxxxxx agree to indemnify and
hold the other harmless for any loss or damage resulting from any
misstatement of a material fact or omission to state a material
fact by the other contained herein or contained in the S-8
Registration Statement of Penn-Akron to be filed hereunder, to
the extent that any misstatement or omission contained in the
Registration Statement was based upon information supplied by the
other.
Section 5
Termination
Prior to the performance of services hereunder,
this Plan may be terminated (1) by mutual consent of Penn-Akron
and Xx. Xxxxxxxx in writing; (2) by either the Directors of Penn-
Akron or Xx. Xxxxxxxx if there has been a material
misrepresentation or material breach of any warranty or covenant
by the other party; and (3) shall automatically terminate at the
expiration of the term hereof, provided, however, all
representations and warranties shall survive the termination
hereof; provided, further, however, that any obligation of Penn-
Akron to pay for any services actually rendered by Xx. Xxxxxxxx
hereunder shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to
time, after the execution hereof, each party will execute such
additional instruments and take such action as may be reasonably
requested by the other party to carry out the intent and purposes
of this Plan.
6.2 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been
given if delivered in person or sent by prepaid first-class
registered or certified mail, return receipt requested, as
follows:
If to Penn-Akron: 0000 Xxxxx 000 Xxxx #000
Xxxx Xxxx Xxxx, XX 00000
If to Consultants: 0000 Xxxxx Xxxxxxxx Xxxxx #000X
Xxxx Xxxx Xxxx, XX 00000
6.3 Entire Agreement. This Plan constitutes the
entire agreement between the parties and supersedes and cancels
any other agreement, representation, or communication, whether
oral or written, between the parties hereto relating to the
transactions contemplated herein or the subject matter hereof.
6.4 Headings. The section and subsection headings in
this Plan are inserted for convenience only and shall not affect
in any way the meaning or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and
construed and enforced in accordance with the laws of the State
of Delaware, except to the extent pre-empted by federal law, in
which event (and to that extent only), federal law shall govern.
6.6 Assignment. Neither Penn-Akron nor Xx. Xxxxxxxx
can assign any rights, duties or obligations under this Plan, and
in the event of any such assignment, such assignment shall be
deemed null and void.
6.7 Counterparts. This Plan may be executed
simultaneously in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan
effective the day and year first above written.
Penn-Akron Corporation
By /s/ Xxxxxx Xxxxx
---------------------------
Xxxxxx Xxxxx, President & Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain
Consultant Compensation Agreement between Penn-Akron Corporation
and the undersigned Consultant is executed as of the date set
forth herein below.
Consultant:
Xxxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxx #000X
Xxxx Xxxx Xxxx, XX 00000
Date: March 7, 2000 /s/ Xxxxxxx X. Xxxxxxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit A attached hereto and incorporated herein by
reference as set forth and as will be set forth in invoices
Options for 100,000 shares of Penn-Akron common stock, at $.50
per share.
EXHIBIT A
March 7, 2000
Xxxxxx Xxxxx
0000 Xxxxx 000 Xxxx #000
Xxxx Xxxx Xxxx, XX 00000
Via Facsimile
Re: Penn-Akron
Dear Xx. Xxxxx:
This will confirm for purposes of any filing requirements
the source obligation(s) for the shares of Penn-Akron that Penn-
Akron wishes to have issued to me.
1. 50,000 shares represents my flat based fee for "clean
up" work performed on the quarterly, annual and related
filings with the SEC.
2. 50,000 shares represents my flat based fee for the
merger and/or reorganization of Penn-Akron with an
operating company.
Please call with any questions you may have.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
