CONSULTANTS COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
3rd day of June, 1998, among Seafoods Plus, Ltd., a Utah corporation
("Seafoods"), and Xxxxxxx X. Xxxxxxxxxx, Esq., Xxxxxxxx X. Xxxxxxxx, Xxxxx
Xxxxxx and Xxxxx Xxxxxxx, who have executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Pages which are designated
as Exhibits "X," "X," "C" and "D" hereof (the "Consultants").
WHEREAS, the Board of Directors of Seafoods has adopted a written
compensation agreement for compensation of four individual Consultants who are
natural persons; and
WHEREAS, Seafoods 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 Seafoods; 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, Seafoods 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 Seafoods 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 Seafoods;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Seafoods hereby employs the Consultants and the
Consultants hereby accept such employment, and have and will perform the
services requested by management of Seafoods 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's
status as an "employee" under Rule 405 of the Commission, all services
rendered by the Consultants hereunder have been rendered as an independent
contractor, and the Consultants shall be liable for any FICA taxes,
withholding or other similar taxes or charges, and the Consultants shall
indemnify and hold Seafoods 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
has rendered and agreed to render to Seafoods.
1.3 Term. All services performed at the request of Seafoods 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 Seafoods and the Consultants.
1.4 Payment. Seafoods and the Consultants agree that Seafoods
shall pay the invoice of the Consultants for the services performed under this
Plan by the issuance of shares of its common stock at the price per share
listed in the respective Counterpart Signature Pages; 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, the Consultants shall provide
Seafoods with a written invoice detailing the services duly performed. Such
invoice shall be paid by Seafoods in accordance with Section 1.4 above,
subject to the satisfaction of the management of Seafoods 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 the Consultants shall be deemed to be a subscription by the
Consultants to purchase shares of common stock of Seafoods 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 assumes the
risk of any decrease in the per share price or value of the shares of common
stock of Seafoods that may be issued by Seafoods for services performed by the
Consultants hereunder, and the Consultants agrees 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
Seafoods 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 Consultants, and duly verified to the
satisfaction of Seafoods, 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
Consultants at the addresses listed on the Counterpart Signature Page, unless
another address shall be provided to Seafoods in writing prior to the issuance
of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Seafoods and the Consultants agree that the per share price
of shares of common stock that may be issued by Seafoods to the Consultants
for services performed under this Plan has been arbitrarily set by Seafoods;
however, in the event Seafoods 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
Seafoods 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 the
Consultants shall be the date set forth on the Counterpart Signature Page.
Section 2
Representations and Warranties of Seafoods
Seafoods represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Seafoods is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah 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 Seafoods has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Seafoods 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 Seafoods.
2.3 Registration Statement on Form S-8. Seafoods 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 Seafoods; and Seafoods 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.
Seafoods 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. Seafoods 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. Seafoods 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 Seafoods 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. Seafoods 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 Seafoods
hereunder have been duly authorized by all requisite corporate action on the
part of Seafoods, and this Plan constitutes a valid and binding obligation of
Seafoods and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Seafoods.
Section 3
Representations and Warranties of the Consultants
The Consultants represent and warrant to, and covenant with,
Seafoods as follows:
3.1 Employment. The Consultants hereby accept employment by
Seafoods 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. The Consultants represent and
warrant 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
Seafoods, either singly or through the aid and assistance of a competent
professional, and is 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, the Consultants shall have provided the services outlined in the
Counterpart Signature Page to Seafoods, and the Consultants, singly, or
through the advice of a competent professional, fully believe that an
investment in shares of common stock of Seafoods 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
Seafoods shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. The Consultants have 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 the
Consultants are party.
Section 4
Indemnity
Seafoods 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 Seafoods 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 Seafoods and the respective Consultants in
writing; (2) by either the Directors of Seafoods 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 Seafoods 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 Seafoods: Seafoods, Inc.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Consultants: The addresses listed on the
Counterpart Signature Page
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 Utah, 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 Seafoods 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.
SEAFOODS PLUS, LTD., a Utah corporation
By /s/ Xxxxxxxx X. Xxxxxxxx, President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Seafoods 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: 6/3/98 /s/ Xxxxxxx X. Xxxxxxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Preparation of Agreement and Plan of 63,068 shares
Reorganization, related exhibits and $10,000
Consents and miscellaneous documentation
regarding same
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Seafoods and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Xxxxxxxx X. Xxxxxxxx
5525 South 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 6/3/98 /s/ Xxxxxxxx X. Xxxxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Attendance at meetings and review of 1,000 shares
all documentation respecting the Agreement $150.00
and Plan of Reorganization prepared by
Xxxxxxx X. Xxxxxxxxxx, Esq., and related
exhibits and instruments
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Seafoods and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Xxxxx Xxxxxx
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 6/3/98 /s/ Xxxxx Xxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Attendance at meetings and review of 1,000 shares
all documentation respecting the Agreement $150.00
and Plan of Reorganization prepared by
Xxxxxxx X. Xxxxxxxxxx, Esq., and related
exhibits and instruments
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Seafoods and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Xxxxx Xxxxxxx
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Date: 6/3/98 /s/ Xxxxx Xxxxxxx
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Attendance at meetings and review of 1,000 shares
all documentation respecting the Agreement $150.00
and Plan of Reorganization prepared by
Xxxxxxx X. Xxxxxxxxxx, Esq., and related
exhibits and instruments
