EXHIBIT 10.1
EXECUTIVE SERVICE AGREEMENT
THIS EXECUTIVE SERVICE AGREEMENT (the "Agreement") is deemed made, entered into
and effective this 1st day of April, 2008 (the "Effective Date").
BETWEEN: Uranium International Corp, is a Nevada Corporation, whose principal
office is 0000 Xxxx Xxxxxx X.X., Xxxxx 000, Xxxxxxxxxxx, Xxx Xxxxxx 00000
(the "Company").
And: Xxxxxx Petroleum Corporation, an Oklahoma corporation, whose principal
office is 0000 Xxxxxxxxx Xxxxxxxxxx, Xxxxx 000 X, Xxxxxxxx Xxxx, Xxxxxxxx,
through whom the General Services will be provided.
("Xxxxxx").
AND: Xxxxxxx X. Xxxxxx, of 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxx 00000, an employee
of Xxxxxx and the person that will provide the General Services to Company
hereunder.
(the "Executive").
WHEREAS:
A. The Company is a reporting company incorporated under the laws of the State
of Nevada, U.S.A., and has its common shares listed for trading on the NASDAQ
Over-The-Counter Bulletin Board;
B. The Company is involved in the principal business of acquiring, exploring and
developing various resource properties of merit and particularly in those
resource properties with uranium mineral development prospects (collectively,
the "BUSINESS''');
C. The Executive is a Professional Engineer and has extensive experience in and
specialized knowledge in providing consulting advise on exploration strategies,
management and operational service considerations to mineral companies involved
in the areas of Business carried out by the Company and has to date provided
professional consulting services to the Company and acted in the capacity of its
Director;
D. The Executive is currently an employee of Xxxxxx, providing professional
services in connection with the uranium operations of Xxxxxx and one or more of
its affiliated companies.
E. The Company desires to retain the Executive to continue as a Director, and
furthermore to act in the capacity of President and Chief Executive Officer of
the Company, and the Executive is desires to accepting such positions, in order
to provide such related services to the Company (collectively, the "GENERAL
SERVICES'''');
X. Xxxxxx is willing to allow the Executive to provide to the Company the
General Services hereunder in accordance with the terms and conditions hereof.
G. Since the introduction of the Company to Xxxxxx and the Executive (in
combination called the "Parties"), the Parties hereby acknowledge and agree that
there have been various discussions, negotiations, understandings and agreements
between them relating to the terms and conditions of the General Services and,
correspondingly, it is their intention that the terms and conditions of this
agreement (the "AGREEMENT") will replace, in their entirety, all such prior
discussions, negotiations, understandings and agreements with respect to the
General Services;
H. The Parties hereto have agreed to enter into this Agreement which replaces,
in its entirety, all such prior discussions, negotiations, understandings and
agreements, and, furthermore, which necessarily clarifies their respective
duties and obligations with respect to the General Services to be provided
hereunder, all in accordance with the terms and conditions of this Agreement;
I. The Parties do not wish this Agreement to be an employment agreement and
intend to maintain a an independent contractor relationship whereby Xxxxx will
cause the Executive, as an employee of Xxxxx, to provide the General Services
hereunder. Xxxxx shall be entitled to cause the Executive or other appropriate
employees of Xxxxx to allocate, in its discretion, the amount of time
appropriate to providing General Services to the Company and the manner of the
provision of any part of the General Services. Xxxxx may choose the location
from which the Executive's General Services are rendered, select the times
during which such General Services are rendered, and the optimal form of
communication through which to deliver or provide such General Services.
Provided however, all decisions of Xxxxx in rendering the General Services must
be made in good faith, in the best mutual interests of Xxxxx and the Company,
and carried out in a manner that is generally consistent with accepted industry
standards for the provision of such General Services.
G This Agreement when duly signed and accepted by Xxxxx and Executive; will
define the duties, responsibilities and obligations of Xxxxx and the Executive;
set forth and provide the consideration, expense allowances and any other
consideration offered or provided to Xxxxx hereunder; and as offered by the
Company to other independent contractors providing professional services and
consulting services to the Company.
NOW THEREFORE, in consideration of the recited ongoing relationship of the
Parties and the promises, covenants, assurances, agreements and financial
compensation provided by and between the Parties all of which is mutually
acknowledged as good and sufficient consideration, by and between the Parties
hereto, and the Company and the Executive hereby promise, covenant and agree as
follows:
1. REMUNERATION
1.1 The Company shall pay to Xxxxx consideration, including a monthly
invoiced service fee payments and an expense allowance, as set out
under Schedule "A" hereto (or such other rates or amounts as may from
time to time be agreed to by and between Xxxxx and the Company in
writing and where so agreed, any changes or amendments hereto will be
incorporated into this Agreement by the appropriate amendment to
Schedule "A").
1.2 The terms and conditions for payment of monthly service fees, expense
allowances, reimbursement for the cost of providing the General
Services and other similar matters relating to financial consideration
payable to Xxxxx hereunder are only binding on the Parties and form
part of this Agreement when reduced to writing, signed by the Parties
or their respective authorized signatories, and provided either in the
body of this Agreement or in the further terms and conditions attached
hereto under Schedule "A".
1.3 The compensation provided for herein will be inclusive of any
remuneration otherwise payable to the Executive may be for serving as a
director of the Company or any subsidiary of the Company at the request
of the Company during the currency of this Agreement.
2. EXPENSES
2.1 The Company shall reimburse Xxxxx the full amount for all expenses
reasonably incurred by the Executive in the proper performance of the
General Services, where such expenses are pre-approved under this
Agreement, pre-approved in writing by the Company's Board of Directors
(the "Board") or the controller of the Company at any specified rate or
amount, or upon the Executive providing such receipts or other evidence
as the Company may reasonably require.
3. NOTICE OF TERMINATION AND TERMINATION OF THE AGREEMENT
3.1 Any Party can terminate this Agreement (herein called "Termination")
upon thirty (30) days written notice (herein called "Notice of
Termination") to the other Parties.
3.2 In the event that the Company terminates this Agreement for any reason
without providing the required Notice of Termination, then the Company
shall pay Xxxxxx the amount of the Monthly Service Fee as provided in
Schedule "A" hereto.
3.3 Xxxxxx is required to provide Notice of Termination herein to the
Company and its failure to do so will entitle the Company to only pay
the Monthly Services Fee on a prorated basis up to the date of the
Executive's Termination without notice.
3.4 All expenses and other reimbursable cost payable to Xxxxxx hereunder
are payable to the date of effective Termination where Notice of
Termination is provided hereunder or to the date of actual Termination
where the no Notice of Termination is provided hereunder.
4. TERM OF AGREEMENT
4.1 Unless otherwise agreed to in writing by the Parties, this Agreement
will commence on the Effective Date and continue on a month to month
basis until Terminated.
5. GENERAL SERVICES
5.1 During the continuance of this Agreement the Company hereby agrees to
appoint and to retain the Executive as a Director and as the President
and Chief Executive Officer of the Company, respectively. The Executive
hereby agrees to be subject to the direction and supervision of, and to
have such authority as is delegated to the Executive by, the Board of
Directors, consistent with such positions. The Executive also agrees to
accept such positions in order to carry out the duties of a Director
and to provide such related services, associated with the positions of
President and Chief Executive Officer, as the Board of Directors may,
from time to time, reasonably assign to the Executive and as may be
necessary for the ongoing maintenance and development of the Company's
various Business interests during the continuance of this Agreement
(herein collectively described as the "GENERAL SERVICES"). Xxxxxx
hereby approves of the appointment of the Executive to fulfill the
General Services.
5.2 It being expressly acknowledged and agreed by the Parties that the
Executive will initially commit to and provide to the Company the
General Services on the basis set forth herein. In this regard it is
hereby acknowledged and agreed that the Executive, as President and
Chief Executive Officer, shall be entitled to communicate with and
shall rely upon the immediate advice, direction and instructions of the
Chairman of the Board of Directors of the Company, or upon the advice
or instructions of such other Director or officer of the Company as the
Chairman of the Board of Directors of the Company shall, from time to
time, designate in times of the Chairman's absence, in order to
initiate, coordinate and implement the General Services as contemplated
herein subject, at all times, to the final direction and supervision of
the Board of Directors.
5.3 Without in any manner limiting the generality of the General Services
to be provided as set forth in Section 5.1 and 5.2 herein and subject
to the provisions of letter "G" of the Whereas Clauses hereof, it is
hereby also acknowledged and agreed that Executive will, during the
continuance of this Agreement, devote a substantial amount of
professional and business effort, energy and enterprise, both as to the
time and commitment, to the General Services.
5.4 The Executive will perform the said General Services faithfully,
diligently, to the best of the Executive's capabilities with the
resources at its disposal and in the best interests of the Company,
taking into account the employment obligations of the Executive to
Xxxxxx.
5.5 Included in the general definition and meaning of General Services,
hereunder, are those duties, responsibilities and obligations that the
Executive has agreed to be bound by as a Director.
5.6 In any event the Executive will not engage in any activity which is in
a conflict of interests with its engagement under this Agreement or
contrary to the best interests of the Company or Xxxxxx. In that
regard, the Executive, Xxxxxx and the Company shall regularly consult
and make necessary and appropriate records available to one another to
assure them, and each of them, that no potential or actual conflict of
interest arises in the performance of the responsibilities hereunder by
the Executive.
5. NO CONTRACT OF EMPLOYMENT
6. CONFIDENTIALITY, NON-DISCLOSURE, NON-COMPETITION AND NON-CIRCUMVENTION
6.1 Subject to the provisions of Section 5.6 hereof to prevent conflicts of
interest, Xxxxxx and the Executive hereby covenant, promise and agree
that they will be provided with confidential, proprietary and valuable
information by the Company about its clients, properties, prospects and
financial circumstances from time to time during the currency of this
Agreement, in order to permit the Executive to properly, effectively
and efficiently carry out its tasks, duties and activities hereunder.
However, by providing such disclosure of Confidential Information to
the Executive, the Company relies on the Executive to hold such
information as confidential and only disclose the same to those
parties, whether directors, officers, employees, agents,
representatives or clients and contacts of the Executive "who need to
know", in order that the Executive can carry out the objects of this
Agreement as provided for herein and as communicated as between the
Company and the Executive during the currency of this Agreement. Due to
the nature of the relationship of the Executive to the Company no more
precise limitations can be placed on the Executive's use and disclosure
of Confidential Information received from the Company pursuant hereto
than as described herein.
6.2 The general nature of the Agreement between the Parties is that of
Xxxxxx and the Executive acting as an independent contractor and
consultant to the Company, whereby the Executive will act on the
Company's behalf in the promotion of the Company's interests and by way
of introductions, consulting to and advising of the Company on matters
related to the Business. With the broad mandate and scope of this
relationship the Company must rely on the fiduciary duty of good faith
that the Executive owes the Company as provide under this Agreement and
as a Director and Officer of the Company, when the Company is making
disclosure to the Executive of Confidential Information about Business
opportunities and competitive advantages which the Company has
cultivated and developed. All Confidential Information is disclosed to
the Executive is on the strict condition that the Executive, will not
now or at any future time, use such Confidential Information received
from the Company hereunder in any manner inconsistent with the best
interests of the Company, except with the express written permission of
the Company. The result of these terms and conditions of disclosure of
Confidential Information to the Executive by the Company is that the
Executive will:
(a) Only disclose such Confidential Information on a "need to know"
basis, but it will be up to the Executive's reasonable discretion in
acting on behalf of and in the best interests of the Company to
determine what group or groups "need to know" about such information
pursuant to the nature and scope of this Agreement;
(b) The disclosure of confidential information from the Company to the
Executive further to the intents and purposes of this Agreement will
prohibit the Executive from directly or indirectly using the
Confidential Information in a manner that is in conflict with or
contrary to the best interests of the Company, except with the
Company's written consent;
(c) The Executive will not use Confidential Information in a manner
that in the view of the Company would constitute a direct or indirect
use for a purpose which is in competition with the best interests of
the Company or would be a circumvention of the Company's right or
interest in a particular Business opportunity.
(d) The meaning of Confidential Information (herein called
"Confidential Information") will include any information disclosed by
the Company that is declared by the Company either verbally or in
writing, depending on the means of communication of such Confidential
Information by the Company to the Executive.
(e) The restrictions on disclosure of Confidential Material do not
apply to any of the following circumstances:
(i) Information forming part of the public domain, which became
such through no disclosure or breach of this Agreement on the
Executive's behalf;
(ii) Information which the Executive can independently prove was
received from a Third Party, which was legally entitled to
disclose such information;
(iii) Information which the Executive is legally obligated to
disclose in compliance with any applicable law, statute,
regulation, order, ruling or directive of an official, tribunal
or agency which is binding on the Executive, provided that the
Executive must also provide the Company with notice of such
disclosure at or before releasing or disclosing the
Confidential Information to such official, tribunal or agency
so that the Company is afforded an opportunity to file a
written objection to such disclosure with such official,
tribunal or agency.
6.3 The Executive understands, acknowledges and agrees the covenants to
keep the Confidential Information confidential and not disclosed it to
Third Parties, except in conformity with this Agreement, is necessary
to protect the proprietary interests of Company in such Confidential
Information and a breach of these covenants would cause significant
loss to the Company in regard to its competitive advantage, market
opportunities and financial investment associated with protection of
its Confidential Information.
6.4 The Executive further understands, acknowledges and agrees that a
breach of its covenants of confidentiality, non-disclosure,
non-competition and non-circumvention under this Section 6 (in
combination the "Covenants of Confidentiality, Non-Circumvention and
Non Disclosure"), will likely cause such irreparable harm to the
Company that damages alone would be an inadequate remedy and the
Executive consents and agrees that equitable remedies including
injunctive relief against any further breach which is reasonably
justified in addition to any claim for damages based on a breach of
these covenants.
6.5 The Parties mutually acknowledge, confirm and agree that the Covenants
of Confidentiality, Non-Circumvention and Non-Disclosure will survive
Termination of this Agreement and will continue to bind the Executive
to protect the Company's interest in such Confidential Information
disclosed pursuant hereto.
GENERAL CLAUSES
7. GOVERNING LAW AND JURISDICTION
7.1 This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Nevada, without giving effect to the
principles of conflicts of law thereof.
7.2 Unless otherwise mutually agreed to in writing by the Parties, any
action, proceeding or arbitration in regard to a dispute or direction
relating to the subject matter of this Agreement will be solely within
the jurisdiction of the appropriate court, tribunal or arbitrator of
competent jurisdiction within the State of Nevada.
8. NOTICE
8.1 All notices to be given with respect to this Agreement, unless
otherwise provided for, shall be given to Xxxxxx, the Company and the
Executive at the respective addresses, fax numbers and email addresses
shown below or otherwise communicated by the Parties to each other for
such notice and service matters during the currency of this Agreement.
9.2 All notices, requests, demands or other communications made by a Party
will be deemed to have been duly delivered: (i) on the date of personal
delivery utilizing a process server, courier or other means of physical
delivery to the intended recipient ("Personal Service"); or (ii) on the
date of facsimile transmission (the "Fax") on proof of receipt of the
Fax; or (iii) on the date of electronic mail (the "email") with
verifiable proof of receipt of such email; or (iv) on the seventh (7th)
day after mailing by registered mail with postage prepaid ("Registered
Mail"), to the Party's address, Fax number, email address set out in
this Agreement or such other addresses Fax numbers or email address as
the Parties or their Representatives may have from time to time during
the currency of this Agreement or thereafter and communicated to the
other Parties for the purposes of this Agreement.
TO: URANIUM INTERNATIONAL CORP.
C/o Sierra Corporate Services
000 X. Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxx,XX 00000
Tel: (000) 000 0000
Fax: (000) 000 0000
Or
C/o Xxxxx X. Xxxxx, Attorney At Law
0000 X. Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Email:xxxxxx@xxxxxxxxx.xxx
TO: XXXXXXX X. XXXXXX
000 Xxxxxx Xxx
Xxxxxx, XX 00000
Office Phone (000) 000-0000
Cell Phone (000) 000-0000
E-mail: xxxxxxx.xxxxxx@xxxxx.xxx
To: Xxxxxx Petroleum Corporation
c/o Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxxxxxxxx, Xxxxx 000 X
Xxxxxxxx Xxxx, Xxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxx X. Xxxxxxxxxx III
Xxxx, Swan & Xxxxxxxxxx, P.C.
000 Xxxx Xxx., Xxxxx 0000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Email:xxxx@xxxxx.xxx
9. ENTIRE AGREEMENT
9.1 This Agreement constitutes the entire agreement between the Parties
with respect to the subject matter hereof and replaces, restates in
full and supersedes all other prior agreements and understandings, both
written and oral.
10 ASSIGNMENTS
10.1 The Parties agree that neither will assign this Agreement without prior
written consent of the other Party.
11. INUREMENT
11.1 This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and authorized assigns. Any
attempt by either party to assign any rights, duties or obligations
that may arise under this Agreement without the prior written consent
of the other party shall be void.
12. ENTIRE AGREEMENT AND SEVERANCE
12.1 This document contains the entire agreement between the Parties with
respect to the subject matter hereof, and neither Party is relying on
any agreement, representation, warranty, or other understanding not
expressly stated herein. In the event that any provision of this
Agreement will be held to be invalid, illegal or unenforceable in any
circumstances, the remaining provisions will nevertheless remain in
full force and effect and will be construed as if the unenforceable
portion or portions were deleted.
13. TIME IF OF THE ESSENCE
13.1 Time is of the essence in this Contract and all Collateral Agreements
hereto. A waiver of the strict performance requirements hereunder in on
instance will not constitute a waiver for any other instance where time
for performance is specified this Contract and all Collateral
Agreements hereto.
14 COUNTERPARTS AND EXECUTION ELECTRONICALLY
14.1 Where the Parties hereto or their authorized signatories have signed,
sealed and duly executed this Agreement effective the date above shown
whether as a whole document in original form or in several
counterparts; each such counterpart shall be considered as an original
and in combination comprises the formal execution hereof. The Parties
acknowledge and consent to the execution of this Agreement and all
related documents and notices pursuant hereto by electronically scanned
signatures or facsimile transmission, either of which will constitute
good and sufficient execution, service and notice for all intents and
purposes hereunder and will be deemed to be as effective as if an
originally "signed-in-hand" physical document was used instead.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
IN WITNESS WHEREOF this Agreement is hereby signed, sealed and duly executed by
the Parties or their duly authorized signatories on the Effective Date first
above written.
The COMMON SEAL of URANIUM INTERNATIONAL CORP. )
(the "Company") herein, was hereunto affixed )
in the presence of: )
)
_________________________________________________) (C/S)
Authorized Signatory )
XXXXXX PETROLEUM CORPORATION )
an Oklahoma corporation )
)
/s/ XXXXXXX X. XXXXXX )
_________________________________________________) (C/S)
By: Xxxxxxx X. Xxxxxx, President )
SIGNED, SEALED and DELIVERED by )
XXXXXXX X. XXXXXX or the Corporate Nominee )
(the "Executive") herein, in the presence of: )
)
)
/s/ XXXXXXX X. XXXXXXXXX )
________________________________________________ )
Witness to Signature )
) /s/ XXXXXXX X. XXXXXX
000 XXXX XXX XXXXX, XXXXXX, XX 00000 ) ___________________________
________________________________________________ ) Xxxxxxx X. Xxxxxx
Witness Address )
)
XXXXXXX X. XXXXXXXXX, MANAGER )
________________________________________________ )
Witness Name and Occupation )
)
SCHEDULE A - ESA OF XXXXXXX X. XXXXXX OR NOMINEE
FINANCIAL TERMS AND ARRANGEMENTS
1. Monthly Fees for General Services
The Company will pay to Xxxxxx the amount of $25,000.00 as a monthly service fee
(the "Monthly Service Fee")
2. Other Matters
2.1 As further consideration for this Agreement, the Parties agree as
follows:
(I) The Company will grant to Executive stock options representing
one million (1,000,000) shares at one dollar and seventy-five
cents ($1.75) per share. Xxxxxx shall have no right, title or
interest in or to such stock options.
CONSENT TO ACT AS A DIRECTOR AND OFFICER
I hereby consent to act as a Director, President and Chief Executive
Officer (CEO) of Uranium International Corp. (the "COMPANY") and hereby certify
that:
1. I am not disqualified from becoming or acting as a director of the
Company pursuant to the NEVADA REVISED STATUTES: Chapter 78, as
amended, the requirements for which are appended hereto as Exhibit "A".
2. My residential address is as follows:
Xxxxxxx X. Xxxxxx, of 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxx 00000.
3. This consent was given before my appointment and/or election to the
board or directors of the Company as a director of the Company (a
"Director"); and my appointment to the executive officer positions of
President and CEO.
4. This consent shall continue in effect from year to year so long as I am
re-appointed or reelected as a Director, but in the event I revoke this
consent, or in the event I resign as a Director, this consent shall
cease to have effect from the effective date of such revocation or
resignation.
5. This consent also applies to and has the same effect regarding my
executive officer positions with the Company, as my consent to Director
provided under clause 4 above.
Dated at Norman, Oklahoma effective on this 1st day of April, 2008.
/s/ XXXXXXX X. XXXXXX
_____________________
Xxxxxxx X. Xxxxxx
