CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Agreement") is made this
16th day of January, 2001, between American Resources and Development Company,
Inc., a Utah corporation ("American Resources and Development Company"), and
Xxxxxxx Xxxxx and Xxxxxxx X. Xxxxxxxx, who have executed and delivered this
Agreement by the execution and delivery of the Counterpart Signature Page which
is designated as Exhibit "A"
WHEREAS, the Board of Directors of American Resources and Development
Company has adopted a written compensation agreement for compensation of Xxxxxxx
Xxxxx and Xxxxxxx X. Xxxxxxxx, attorneys at law, and natural persons; and
WHEREAS, American Resources and Development Company engaged Xx. Xxxxx
and Xx. Xxxxxxxx to provide services at the request of and subject to the
satisfaction of its management, for which American Resources and Development
Company agrees to compensate Xx. Xxxxx and Xx. Xxxxxxxx; and
WHEREAS, Xx. Xxxxx and Xx. Xxxxxxxx have provided services at the
request and subject to the approval of the management of American Resources and
Development Company; and
WHEREAS, Xx. Xxxxx and Xx. Xxxxxxxx have been separately retained by
American Resources and Development Company, and have no relationship with one
another, other than they are both legal consultants to American Resources and
Development Company; 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 Agreement
is set forth in the Counterpart Signature Pages and exhibits thereto; and
WHEREAS, American Resources and Development Company and Xx. Xxxxx and
Xx. Xxxxxxxx intend that the Agreement and the services performed hereunder were
and shall be made, requested and performed in such a manner that the Agreement
shall be a "written compensation agreement" as defined in Rule 405 of the
Securities and Exchange Commission ("Commission") pursuant to which American
Resources and Development Company 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 American Resources and Development Company;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, it is agreed:
Section 1
Compensation Plans
1.1 Employment. American Resources and Development Company hereby
employs Xx. Xxxxx and Xx. Xxxxxxxx and Xx. Xxxxx and Xx. Xxxxxxxx hereby accept
such employment, and have performed and, if applicable, will perform the
services requested by management of American Resources and Development Company
to its satisfaction
during the term hereof. The services performed by Xx. Xxxxx and Xx. Xxxxxxxx
hereunder have been and will be personally rendered by Xx. Xxxxx and Xx.
Xxxxxxxx, and no one acting for or on behalf of Xx. Xxxxx and Xx. Xxxxxxxx,
except those persons normally employed by Xx. Xxxxx and Xx. Xxxxxxxx in
rendering services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractor. Regardless of Xx. Xxxxx and Xx. Xxxxxxxx'x
status as "employees" under Rule 405 of the Commission, all services rendered by
Xx. Xxxxx and Xx. Xxxxxxxx hereunder have been rendered as an independent
contractor, and Xx. Xxxxx and Xx. Xxxxxxxx shall be liable for any FICA taxes,
withholding or other similar taxes or charges, and Xx. Xxxxx and Xx. Xxxxxxxx
shall indemnify and hold American Resources and Development Company harmless
therefrom; it is understood and agreed that the value of all such items has been
taken into account by Xx. Xxxxx and Xx. Xxxxxxxx in computing the billable rate
for the services Xx. Xxxxx and Xx. Xxxxxxxx has rendered and agreed to render to
American Resources and Development Company.
1.3 Term. All services performed at the request of American Resources
and Development Company by Xx. Xxxxx and Xx. Xxxxxxxx have either been performed
and completed, or shall be performed within twelve months from the date hereof,
at which time the Agreement shall terminate.
1.4 Payment. American Resources and Development Company and Xx. Xxxxx
and Xx. Xxxxxxxx agree that American Resources and Development Company shall pay
the invoices of Xx. Xxxxx and Xx. Xxxxxxxx for the services performed under the
Agreement by the issuance of shares of its common stock with an agreed upon
value of $.25 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. Xxxxx and Xx. Xxxxxxxx have provided or
shall provide American Resources and Development Company with written invoices
detailing the services duly performed and/or the retainer or flat fee for such
services. Such invoices shall be paid by American Resources and Development
Company in accordance with Section 1.4 above. The submission of an invoice for
the services performed by Xx. Xxxxx and Xx. Xxxxxxxx shall be deemed to be a
subscription to purchase shares of common stock of American Resources and
Development Company 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.
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1.6 Common Stock Price. To the extent deemed required or necessary and
for all purposes of the Agreement, Xx. Xxxxx and Xx. Xxxxxxxx shall have an
"option" with a cashless exercise, covering such shares of common stock at the
per share price set forth in paragraph 1.4 above during the term hereof; Xx.
Xxxxx and Xx. Xxxxxxxx assume the risk of any decrease in the per share price or
value of the shares of common stock of American Resources and Development
Company that may be issued by American Resources and Development Company for
services performed by Xx. Xxxxx and Xx. Xxxxxxxx hereunder, and Xx. Xxxxx and
Xx. Xxxxxxxx agree that any such decrease shall in no way affect the rights,
obligations or duties of Xx. Xxxxx and Xx. Xxxxxxxx hereunder.
1.7 Limitation on Services. None of the services rendered by Xx. Xxxxx
and Xx. Xxxxxxxx and paid for by the issuance of shares of common stock of
American Resources and Development Company shall be services related to any
"capital raising" transaction.
1.8 Delivery of Shares. 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 Xx.
Xxxxx and Xx. Xxxxxxxx at the addresses listed on the Counterpart Signature
Pages, unless another address shall be provided to American Resources and
Development Company in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and Price Per
Share. American Resources and Development Company and Xx. Xxxxx and Xx. Xxxxxxxx
agree that the per share price of shares of common stock that may be issued by
American Resources and Development Company to Xx. Xxxxx and Xx. Xxxxxxxx for
services performed under the Agreement has been arbitrarily set by American
Resources and Development Company, and was determined based upon an agreed upon
value of the stock at the time of this Agreement; however, in the event American
Resources and Development Company 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
American Resources and Development Company prior to the issuance of shares to
Xx. Xxxxx and Xx. Xxxxxxxx, that the per share price and the number of shares
issuable to Xx. Xxxxx and Xx. Xxxxxxxx for services actually rendered hereunder
after such event shall be appropriately adjusted to reflect any such event.
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Section 2
Representations and Warranties of American Resources and
Development Company
American Resources and Development Company represents and warrants to,
and covenants with, Xx. Xxxxx and Xx. Xxxxxxxx as follows:
2.1 Corporate Status. American Resources and Development Company 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 Plans. The Board of Directors of American Resources
and Development Company has duly adopted a Compensation Plan as defined in Rule
405 of the Commission pursuant to which American Resources and Development
Company 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 American Resources and
Development Company.
2.3 Registration Statement on Form S-8. American Resources and
Development Company 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 Plans; 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 American Resources and Development
Company; and American Resources and Development Company will provide to Xx.
Xxxxx and Xx. Xxxxxxxx prior to the issuance and delivery of any such shares of
common stock a copy of such Registration Statement, the Compensation Plans
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. American
Resources and Development Company 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.
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2.5 Limitation on Services. American Resources and Development Company
shall not request Xx. Xxxxx and Xx. Xxxxxxxx to perform any services in
connection with any "capital raising" transaction under the Agreement.
2.6 Reports With the Commission. American Resources and Development
Company 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
American Resources and Development Company 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. American Resources and
Development Company has full corporate power and authority to enter into the
Agreement and to carry out its obligations hereunder. Execution of the Agreement
and performance by American Resources and Development Company hereunder have
been duly authorized by all requisite corporate action on the part of American
Resources and Development Company, and the Agreement constitutes a valid and
binding obligation of American Resources and Development Company and performance
hereunder will not violate any provision of the Articles of Incorporation,
Bylaws, agreements, mortgages or other commitments of American Resources and
Development Company.
Section 3
Representations and Warranties of Xx. Xxxxx and Xx. Xxxxxxxx
Xx. Xxxxx and Xx. Xxxxxxxx represent and warrant to, and covenant with,
American Resources and Development Company as follows:
3.1 Employment. Xx. Xxxxx and Xx. Xxxxxxxx hereby accept employment by
American Resources and Development Company for the services performed pursuant
to this Agreement. The services performed by Xx. Xxxxx and Xx. Xxxxxxxx
hereunder have been personally rendered by Xx. Xxxxx and Xx. Xxxxxxxx, and
persons who they employ or contract with in the regular course of business.
3.2 Sophisticated Investors. Xx. Xxxxx and Xx. Xxxxxxxx represents and
warrants that, by reason of income, net assets, education, background and
business acumen, Xx. Xxxxx and Xx. Xxxxxxxx have the experience and knowledge to
evaluate the risks and merits attendant to an investment in shares of common
stock of American Resources and Development Company, 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.
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3.3 Suitability of Investment. Prior to the execution of the Agreement,
Xx. Xxxxx and Xx. Xxxxxxxx shall have provided the services outlined in the
respective Counterpart Signature Pages to American Resources and Development
Company, and Xx. Xxxxx and Xx. Xxxxxxxx fully believe that an investment in
shares of common stock of American Resources and Development Company is a
suitable investment for Xx. Xxxxx and Xx. Xxxxxxxx
3.4 Limitation on Services. None of the services rendered by Xx. Xxxxx
or Xx. Xxxxxxxx and paid for by the issuance of shares of common stock of
American Resources and Development Company shall be services related to any
"capital raising" transaction.
3.5 Authority and Authorization. Xx. Xxxxx and Xx. Xxxxxxxx have full
power and authority to enter into the Agreement and carry out the obligations
hereunder. Execution of the Agreement and performance by Xx. Xxxxx and Xx.
Xxxxxxxx hereunder constitutes a valid and binding obligation of Xx. Xxxxx and
Xx. Xxxxxxxx and performance hereunder will not violate any other agreement to
which he is a party.
Section 4
Indemnity
American Resources and Development Company and Xx. Xxxxx 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 American Resources and Development Company 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, the Agreement may be
terminated (1) by mutual consent of American Resources and Development Company
and Xx. Xxxxx or Xx. Xxxxxxxx in writing; (2) by either the Directors of
American Resources and Development Company or Xx. Xxxxx 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
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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 American Resources and Development Company to pay for any
services actually rendered by Xx. Xxxxx or 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 the Agreement.
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 American Resources and Development Company:
0000 X.X. 000xx
Xxxxxxx, XX 00000
If to Consultants:
Xxxxxxx Xxxxx, Esq.
Parry, Xxxxxxxx and Xxxxxxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxxxx, Esq.
0000 Xxxxx Xxxxxxxx Xxxxx #000X
Xxxx Xxxx Xxxx, XX 00000
6.3 Entire Agreement. The Agreement 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 the Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of the Agreement.
6.5 Governing law. The Agreement 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.
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6.6 Assignment. Neither American Resources and Development Company nor
Xx. Xxxxx nor Xx. Xxxxxxxx can assign any rights, duties or obligations under
the Agreement, and in the event of any such assignment, such assignment shall be
deemed null and void.
6.7 Counterparts. The Agreement 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 the Agreement effective
the day and year first above written.
American Resources and Development
Company, Inc.
/s/ B. Xxxxxx Xxxxxxxxx
------------------------------------
President, Chief Executive Officer
and Director
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EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement between American Resources and Development Company, Inc.
and the undersigned Consultant is executed as of the date set forth herein
below.
Consultant: Xxxxxxx Xxxxx, Esq.
Parry, Xxxxxxxx and Xxxxxxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
Date: January 16, 2001 /s/ Xxxxxxx Xxxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
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See Exhibit A attached hereto and incorporated herein by reference as set forth
and as will be set forth in invoices Options for 50,000 shares of American
Resources and Development Company common stock, at a value of $.25 per share.
EXHIBIT A
(Letterhead of Xxxxxxx Xxxxx)
January 16, 2001
Will Xxxxxxxxx
0000 X.X. 000xx
Xxxxxxx, XX 00000
Re: American Resources and Development Company
Dear Xx. Xxxxxxxxx:
This will confirm for purposes of any filing requirements the source
obligation(s) for the shares of American Resources and Development Company that
American Resources and Development Company wishes to have issued to me.
Sincerely,
/s/ Xxxxxxx Xxxxx
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EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement between American Resources and Development Company, Inc.
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: January 16, 2001 /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 10,000 shares of American
Resources and Development Company common stock, at a value of $.25 per share.
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EXHIBIT A
(Letterhead of Xxxxxxx Xxxxxxxx)
January 16, 2001
Will Xxxxxxxxx
0000 X.X. 000xx
Xxxxxxx, XX 00000
Re: American Resources and Development Company
Dear Xx. Xxxxxxxxx:
This will confirm for purposes of any filing requirements the source
obligation(s) for the shares of American Resources and Development Company that
American Resources and Development Company wishes to have issued to me.
1. 10,000 shares represents my flat based fee for all work
related to the preparation, filing and effectiveness of
the S-8 Registration Statement
Please call with any questions you may have.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
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