Exhibit 10.58
TREZAC INTERNATIONAL CORPORATION
00000 XXXXXXX XXXXXX. XXXX XXXXX XXXXXXX 00000
TEL (000) 000 0000 FAX (000) 000 0000
CHIEF FINANCIAL OFFICER AND DIRECTOR AGREEMENT
THIS AGREEMENT (THIS "AGREEMENT") IS ENTERED INTO BY AND
BETWEEN TREZAC INTERNATIONAL CORPORATION, A TEXAS CORPORATION (THE
"COMPANY") Xxxxx Xxxxxxx Xx. ("Director and CFO , "Chief Financial
Officer") AS OF THE BELOW DATE.
THIS AGREEMENT REPLACES AND SUPERCEDES ANY AND ALL PREVIOUS
AGREEMENTS THAT XXXXX XXXXXXX XX. HAS WITH THE COMPANY.
THE COMPANY AND XXXXX XXXXXXX XX. ARE SOMETIMES REFERRED TO
HEREIN INDIVIDUALLY AS A "PARTY" AND TOGETHER AS THE "PARTIES."
WHEREAS, THE BOARD OF DIRECTORS WISHES TO CONTINUE TO HAVE
XXXXX XXXXXXX XX. SERVE ON THE BOARD OF DIRECTORS AS A DIRECTOR AND
CFO FOR THE COMPANY AND ITS SUBSIDIARIES UNDER THE TERMS AND
CONDITIONS SET FORTH HEREIN; AND
WHEREAS, XXXXX XXXXXXX XX. DESIRES TO BE ENGAGED AS DIRECTOR
AND CFO 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 XXXXX XXXXXXX XX. AS ITS CFO
AND DIRECTOR ON THE BOARD OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES AND XXXXX XXXXXXX XX. 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 CHIEF FINANCIAL OFFICER.
DURING THE TERM, XXXXX XXXXXXX XX. SHALL OVERSEE AND DIRECT ALL
ACTIVITIES RELATED TO FINANCIAL AND ACCOUNTING OPERATIONS OF THE
COMPANY TO INCLUDE BUT NOT LIMITED TO OTHER DUTIES TYPICAL TO SUCH
OFFICE:
STANDARDIZING ALL FINANCIAL AND ACCOUNTING OPERATIONS
CONVERT AND INTEGRATE ALL FINANCIAL AND ACCOUNTING OPERATIONS TO
GAAP STANDARDS
IMPLEMENT ACCOUNTING SOFTWARE INTO ALL OPERATIONS FOR SEC REPORTING
IMPLEMENT GAAP AUDITING PROCEDURES FOR ALL OPERATIONS
PRIMARY LIAISON FOR ALL ACQUISITION CANDIDATES
PRIMARY LIAISON FOR ALL AUDITS AND FINANCIAL INFORMATION
FINANCIAL PLANNING WITH PARENT AND SUBSIDIARIES
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2) SALARY /COMPENSATION /BONUS
o THE BASE ANNUAL SALARY OF $168,000 PER YEAR BY PAYMENT OF $168,000
OF COMPENSATION IN CASH PAYABLE IN INSTALLMENTS ACCORDING TO THE
COMPANY'S REGULAR PAYROLL SCHEDULE.
x XXXXXXX 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.
x XXXXXXX'X 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 XXXXXXX 'S 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 XXXXXXX 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 XXXXXXX WITH COMMON STOCK OR
PREFERRED STOCK AS XXXXXXX'X OPTION, UPON ANY SUBSEQUENT ACQUISITIONS TO
A MAXIMUM OF 10% OF EACH ACQUISITION VALUE,
o IN THE EVENT THAT XXXXXXX'X CONTRACT TERM ENDS BEFORE AN
ESTABLISHED ACQUISITION(S) THAT HAS BEGUN, IS NOT YET CLOSED, XXXXXXX
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, XXXXXXX 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 an 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. XXXXXXX WILL BE ENTITLED TO AT LEAST FOURTEEN (14) PAID HOLIDAY
DAYS AND (15) PERSONAL DAYS EACH CALENDAR YEAR.
COMPANY WILL NOTIFY XXXXXXX 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. XXXXXXX 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 XXXXXXX,
SPOUSE, PRESENT AND FUTURE CHILDREN IN THE GROUP MEDICAL, DENTAL, VISION
AND HOSPITAL PLAN OF THE COMPANY AND PROVIDE LIFE INSURANCE FOR XXXXXXX AT
NO CHARGE TO XXXXXXX IN THE AMOUNT OF A MINIMUM OF FIFTEEN TIMES THE ANNUAL
SALARIED PLUS BONUS INCOME DURING THIS AGREEMENT. XXXXXXX 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. XXXXXXX 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. XXXXXXX SHALL BE ENTITLED TO REIMBURSEMENT FOR ALL
REASONABLE EXPENSES, INCLUDING TRAVEL AND ENTERTAINMENT, INCURRED BY
XXXXXXX IN THE PERFORMANCE OF DUTIES. XXXXXXX 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 XXXXXXX
INTENTIONALLY BREACHES A MATERIAL PROVISION OF THIS AGREEMENT (FOR PURPOSES
HEREOF, THE COVENANTS IN XXXXXXXX 0, 0 XXX 0 XXXXX XX DEEMED TO BE MATERIAL
PROVISIONS), THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT
BY GIVING XXXXXXX 30-DAY WRITTEN NOTICE THEREOF (AND SUCH TERMINATION SHALL
BE EFFECTIVE UPON THE 30TH 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, XXXXXXX 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 XXXXXXX 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 XXXXXXX 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 XXXXXXX 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 XXXXXXX IN THE DISCLOSED
TIME, MANNER AND AMOUNT DESCRIBED IN SECTION (2) ABOVE.
B. THE COMPANY DOES NOT PROVIDE BENEFITS TO XXXXXXX IN THE
DISCLOSED TIME, MANNER AND AMOUNT DESCRIBED IN SECTION (3)
ABOVE.
C. THE COMPANY DOES NOT TERMINATE XXXXXXX'X 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 XXXXXXX THE BALANCE OF XXXXXXX'X CONTRACT
IN CASH.
o ALL STOCK OPTIONS HELD BY XXXXXXX 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
XXXXXXX 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 XXXXXXX 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
XXXXXXX HAVING AN OFFICE AND /OR AN APARTMENT IN CHISINAU (OR OTHER
MUNICIPAL AREAS OF MOLDOVA), TO OPERATE TREZAC INTERNATIONAL CORP
AND MILLAGRO.
6) NON-COMPETITION AGREEMENTS.
WITHOUT THE PRIOR CONSENT OF THE COMPANY, XXXXXXX SHALL NOT, FOR A
PERIOD EXTENDING FROM THE DATE HEREOF AND CONTINUING FOR SO LONG AS
XXXXXXX 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. XXXXXXX 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
XXXXXXX 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 XXXXXXX OR ANYONE TO WHOM XXXXXXX
TRANSMITS THE CONFIDENTIAL INFORMATION IN ACCORDANCE WITH THIS
AGREEMENT, OR (II) BECOMES AVAILABLE TO XXXXXXX ON A NON-
CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE COMPANY OR ITS
AFFILIATES.
8) NO SOLICITATION OF EMPLOYEES. XXXXXXX SHALL NOT, FOR A PERIOD
EXTENDING FROM THE DATE HEREOF AND CONTINUING FOR SO LONG AS
XXXXXXX 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 XXXXXXX 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. XXXXXXX 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 XXXXXXX IN PARTIAL CONSIDERATION FOR THE
COMPENSATION TO BE PAID TO XXXXXXX 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 XXXXXXX ARE OF A UNIQUE, SPECIAL AND
EXTRAORDINARY CHARACTER, AND THAT A BREACH BY XXXXXXX 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, XXXXXXX 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
XXXXXXX FROM AND AGAINST ANY CLAIMS, JUDGMENTS, LIABILITIES,
OBLIGATIONS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) AND
COSTS INCURRED BY XXXXX XXXXXXX XX. THAT ARISE FROM THE PERFORMANCE
BY XXXXXXX OF SERVICES FOR THE COMPANY IN ACCORDANCE WITH THE
TERMS HEREOF, TO THE EXTENT THAT (I) XXXXXXX ACTED IN GOOD FAITH
AND IN A MANNER WHICH XXXXXXX REASONABLY BELIEVED TO BE IN, OR NOT
OPPOSED TO, THE BEST INTERESTS OF THE COMPANY, AND (II) WITH
RESPECT TO ANY CRIMINAL PROCEEDING, XXXXXXX 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):
XXXXX XXXXXXX XX.
00000 X. XXXXXXXXX XX
XXXXXX XX. 00000
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 exchanged
by 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 ________________
Xxxxx Xxxxxxx Xx.
Date: Wednesday, May 15, 2003
_____________________
Xxxx Xxxxxx.
Date: May 15, 2003
On Behalf of Millagro SRL
Date :
Xxxxx Xxxxxxx ______________________________________
Constantin Volnitchii ___________________________
Ruslan Romanciuc ___________________________________
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