EXHIBIT 10.13
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement"), dated as of October 31, 1997, is
by and between NORTH AMERICAN TECHNOLOGIES GROUP, INC., a Texas corporation (the
"Company"), and XXXXXXX XXXX, a resident of Xxxxxx County, Texas ("Xxxx").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. CONSULTING SERVICES. Xxxx hereby agrees to act as a consultant to the
Company during the period beginning on November 1, 1997, and continuing through
December 31, 1998. As such, Xxxx shall be required to provide to the Company,
at the reasonable request of the Company and following reasonable advance
notice, up to 15 hours per month, on the average, consulting service during such
period. Such services may include, among others, consulting with the Company
regarding its current and future railroad tie production, marketing and sales
operations. The Company acknowledges that Xxxx may have other full time
employment during such period and agrees that Xxxx shall not be required to
perform the consulting services in such a manner that might reasonably be
expected to jeopardize such other employment. Notwithstanding the foregoing, to
the extent Xxxx continues as a director of the Company, any of his time expended
as a director of the Company shall not constitute consulting services under this
Agreement.
2. PAYMENT FOR SERVICES. In consideration therefor, the Company shall:
(a) pay to Xxxx for the months of November and December of 1997, the amount
he would be entitled to during those months as the "Base Salary," as such term
is defined in that certain Employment Agreement by and between the Company and
Xxxx, dated as of February 23, 1995, as the same may have been amended before
the date hereof (the "Employment Agreement"), such amount to be paid in
accordance with the Company's standard payroll practices. The Company shall
also pay to Xxxx a sum of $1,000 during each month in the calendar year 1998,
such payment to be made on or before the fifth (5th) calendar day of each such
month. All such sums shall be due and payable regardless of whether the Company
actually requests Xxxx to provide any consulting services in any given month.
In the event Xxxx performs consulting services which on the average exceed 15
hours per month, the Company shall compensate Xxxx for additional time in the
amount of $67 per hour. Xxxx agrees to attend a five day production run in
Virginia for no additional compensation;
(b) promptly reimburse Xxxx for any out-of-pocket fees and expenses
incurred by him in connection with his performing the consulting services, all
in accordance with the Company's policies for reimbursing its employees for such
fees and expenses, so long as those fees and expenses are thoroughly documented
and promptly
(and in no event later than three weeks) submitted to the Company after they are
incurred;
(c) continue to provide to Xxxx and his family until January 31, 1998, the
same disability income, life, health and dental insurance benefits, if any, as
were provided under the Employment Agreement; provided, however, that the
Company shall not be required to pay any additional premiums for the life
insurance policy currently in effect with respect to Xxxx (and Xxxx shall be
responsible for causing such policy to be assigned to him and paying all
premiums at the end of its current term in the event he desires to continue such
policy for his own benefit beyond its current paid-for term); and
(d) continue Xxxx'x participation, at his election, in the Company's 401(k)
plan until December 31, 1997.
3. OTHER EMPLOYMENT-RELATED MATTERS. The parties also agree that: (a)
the provisions of Paragraph (7) of the Employment Agreement ("Breach of
Confidentiality or Entering into Direct Competition") shall continue as an
obligation of Xxxx until December 31, 1998; and (b) the provisions of Paragraph
(10)(b) of the Employment Agreement ("Additional Indemnification Rights") shall
continue to apply through December 31, 1998, and for a three (3) year period
thereafter.
4. STOCK OPTIONS. Xxxx shall be deemed fully vested in all shares of
common stock, par value $0.001 per share, of the Company ("NATK Common Stock")
that have vested for Xxxx on or before the date hereof (i.e., 100,000 shares),
as provided in that certain Stock Option Agreement, dated as of February 23,
1997, as the same has been amended before the date hereof (the "Stock Option
Agreement"). In addition, he shall be deemed to be vested, as of the date
hereof, in an additional 100,000 shares of NATK Common Stock. Xxxx shall not,
however, be entitled to any further vesting of shares pursuant to the provisions
of Section 1 of the Stock Option Agreement. All such vested shares shall be
exercisable at an exercise price of $1.00 per share, subject to adjustment as
provided in the Stock Option Agreement. Except as modified by the provisions of
this Section 4, the parties confirm the provisions of the Stock Option Agreement
in its entirety.
5. RESIGNATION. By his execution hereof, Xxxx hereby resigns from any and
all other positions (other than as a consultant pursuant to this Agreement) he
may hold as an officer, executive officer, employee and any other positions of
or with the Company and any of its subsidiaries, effective as of the date
hereof; provided, however, that such resignation shall not include a resignation
as a director of the Company.
7. MUTUAL RELEASE. Notwithstanding anything in the Employment Agreement
to the contrary, except as expressly provided in this Agreement: (a) each of
Xxxx and the Company release each other from any further obligations under the
Employment Agreement and (b) confirm that no further obligation is owed to such
releasing party by the other party hereto, other than any amounts due Xxxx for
payroll,
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and fee and expense reimbursements, if any, to be paid in the normal course by
the Company for past services provided. In that regard, and notwithstanding any
provision of the Employment Agreement to the contrary, including without
limitation the provisions of Paragraph 18 thereof ("Survival of Certain
Provisions"), neither party hereto shall have any rights against the other party
hereto, nor shall either party hereto owe the other party hereto any further
obligation, under Paragraphs 1 ("Duties of Executive"), 2 ("Term of Agreement;
Termination"), 4 (""Executive's Rights While Employed by the Company"), 5
("Executive's Rights Upon Termination of Service") or 6 ("Mitigation and Offset
Requirements") of the Employment Agreement.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
effective as of October 31, 1997.
"Company" NORTH AMERICAN TECHNOLOGIES GROUP, INC.
By:/s/ Xxx X. Xxxxxxxxxx
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Xxx X. Xxxxxxxxxx
As its Authorized President and Chief Executive Officer
"Xxxx" XXXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx
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