CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
20th day of December, 1996, among Triple Chip Systems, Inc., a Delaware
corporation ("Triple Chip"); and M. E. Xxxxxxx, Xxxxxxx X. Xxxxxxxxxx, Xxxxx
X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxx,
Xxxxx Low and Xxxxxxx Xxxxxx, who have executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Pages which are designated
as Exhibits "A," "B," "C," "D," "E," "F," "G," "H" and "I" hereof
(collectively, the "Consultants").
WHEREAS, the Board of Directors of Triple Chip has adopted a
written compensation agreement for compensation of nine individual Consultants
who are natural persons; and
WHEREAS, Triple Chip has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultants have provided services at the request and
subject to the approval of the management of Triple Chip; and
WHEREAS, a general description of the nature of the services
performed by the Consultants and the maximum value of such services under this
Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Triple Chip and the Consultants 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 Triple Chip may issue "freely tradeable" shares of its
common stock as payment for services rendered pursuant to an S-8 Registration
Statement to be filed with the Commission by Triple Chip,
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Triple Chip hereby employs the Consultants and
the Consultants hereby accept such employment, and have and will perform the
services requested by management of Triple Chip to its satisfaction during the
term hereof. The services performed by the Consultants hereunder have been
and will be personally rendered by the Consultants, and no one acting for or
on behalf of the Consultants, except those persons normally employed by the
Consultants in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultants'
status as "employees" under Rule 405 of the Commission, all services rendered
by the Consultants hereunder have been rendered as independent contractors,
and the Consultants shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultants shall indemnify and hold Triple
Chip harmless therefrom; it is understood and agreed that the value of all
such items has been taken into account by the Consultants in computing the
billable rate for the services the Consultants have rendered and agreed to
render to Triple Chip.
1.3 Term. All services performed at the request of Triple Chip
by the Consultants shall have been performed within 120 days from the date
hereof, at which time this Plan shall terminate, unless otherwise provided
herein; provided, however, this Plan may be extended for an additional 120 day
period by written agreement of Triple Chip and any of the Consultants.
1.4 Payment. Triple Chip and the Consultants agree that Triple
Chip shall pay the invoices of the Consultants for the services performed
under this Plan by the issuance of shares of its common stock at a price of
$0.01 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. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Triple Chip with a written invoice detailing the services duly
performed. Such invoice shall be paid by Triple Chip in accordance with
Section 1.4 above, subject to the satisfaction of the management of Triple
Chip 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 each of the Consultants shall be deemed to be a
subscription by the respective Consultants to purchase shares of common stock
of Triple Chip 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, the Consultants 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; the Consultants assume the risk
of any decrease in the per share price or value of the shares of common stock
of Triple Chip that may be issued by Triple Chip for services performed by the
Consultants hereunder, and the Consultants agree that any such decrease shall
in no way affect the rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Triple Chip shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of Triple Chip, 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
Triple Chip in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Triple Chip and the Consultants agree that the per share
price of shares of common stock that may be issued by Triple Chip to the
Consultants for services performed under this Plan has been arbitrarily set by
Triple Chip; however, in the event Triple Chip 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 Triple Chip prior to the issuance of shares to the
Consultants, that the per share price and the number of shares issuable to the
Consultants 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 each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
1.11 Conditions Precedent to the Issuance of Securities Under the
Plan.
a. The total number of securities to be issued under the
Plan shall not exceed 10% of the outstanding
securities of Triple Chip on the date of issuance; and
b. No securities shall be issued under this Plan unless
Triple Chip completes the reorganization currently
being negotiated with Xxxxxx Petroleum, Inc., a
Tennessee corporation.
Section 2
Representations and Warranties of Triple Chip
Triple Chip represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Triple Chip 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 Triple Chip
has duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Triple Chip 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 Triple Chip.
2.3 Registration Statement on Form S-8. Triple Chip 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 Triple Chip; and Triple Chip will
provide to the Consultants 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.
Triple Chip 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. Triple Chip shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Triple Chip is required to
file reports with the Commission pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and Triple Chip has or will
file with the Commission all reports required to be filed by it forthwith, and
such reports are or will be true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. Triple Chip 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 Triple
Chip hereunder have been duly authorized by all requisite corporate action on
the part of Triple Chip, and this Plan constitutes a valid and binding
obligation of Triple Chip and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of Triple Chip.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Triple Chip as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Triple Chip for the services performed pursuant to this
Agreement. The services performed by the Consultants hereunder have been
personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants.
3.2 Sophisticated Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Triple Chip, 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.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Triple Chip, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Triple Chip is a suitable
investment for the Consultants.
3.4 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Triple Chip shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
Triple Chip and the Consultants 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 Triple Chip 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 Triple Chip and the respective Consultants
in writing; (2) by either the Directors of Triple Chip or the respective
Consultants 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 Triple Chip to pay for any services
actually rendered by the Consultants 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 Triple Chip: Triple Chip, Inc.
0000 Xxxx Xx. Xxxxx Xxxx., #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Consultants: The addresses listed on the
Counterpart Signature Pages
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 Triple Chip nor the Consultants 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.
TRIPLE CHIP SYSTEMS, INC., a Delaware
corporation
Date: 12/20/96 By /s/ Xxxxxxx X. Xxxxxx, President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
M. E. Xxxxxxx
000 Xxxx Xxxxxx, #000
Xxxxxxxxx, Xxxxxxxxx 00000
Date: 12/20/96. /s/ M. E. Xxxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 139,534
including negotiations and consultation
respecting the reorganization currently $1,395
being negotiated with Xxxxxx Petroleum,
Inc., a Tennessee corporation
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 12/20/96. /s/ Xxxxxxx X. Xxxxxxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising legal services. 26,513 shares
$265
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxx X. Xxxxxx
0000 Xxxx Xx. Xxxxx Xxxx., Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 12/20/96. /s/ Xxxxx X. Xxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 41,419 shares
including negotiations and consultation
respecting the reorganization currently $414
being negotiated with Xxxxxx Petroleum,
Inc., a Tennessee corporation
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx X. Xxxxxx
0000 Xxxx Xx. Xxxxx Xxxx., Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 12/20/96. /s/ Xxxxxxx X. Xxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 41,417 shares
including negotiations and consultation
respecting the reorganization currently $414
being negotiated with Xxxxxx Petroleum,
Inc., a Tennessee corporation
EXHIBIT "E"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxx X. Xxxxxx
0000 Xxxx Xx. Xxxxx Xxxx., #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 12/20/96 /s/ Xxxxxx X. Xxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 20,709 shares
in connection with the reorganization
being negotiated with Xxxxxx Petroleum, $207
Inc., a Tennessee corporation
EXHIBIT "F"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxx Xxxxxxx
0000 Xxxx Xx. Xxxxx Xxxx., #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 12/20/96. /s/ Xxxxxx Xxxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 2,500 shares
in connection with the reorganization
being negotiated with Xxxxxx Petroleum, $25
Inc., a Tennessee corporation
EXHIBIT "G"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxx Xxxxxx
0000 Xxxxx Xxx.
X. X. Xxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Date: 12/20/96. /s/ Xxxxx Xxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting service 20,932 shares
in connection with the reorganization
being negotiated with Xxxxxx Petroleum, $209
Inc., a Tennessee corporation
EXHIBIT "H"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxx Low
0000 Xxxxx Xxxx Xxxxxx, #X-0
Xxxxxxxxx, Xxxx 00000
Date: 12/20/96. /s/ Xxxxx Low
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 3,488 shares
in connection with the reorganization
being negotiated with Xxxxxx Petroleum, $34.80
Inc., a Tennessee corporation
EXHIBIT "I"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxx Xxxxxx
P. O. Xxx 000000
Xxxxx, Xxxx 00000
Date: 12/20/96. /s/ Xxxxxxx Xxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 3,488 shares
in connection with the reorganization
being negotiated with Xxxxxx Petroleum, $34.80
Inc., a Tennessee corporation
