PEAK RESOURCES INCORPORATED MANAGEMENT AGREEMENT
PEAK
RESOURCES INCORPORATED
THIS
MANAGEMENT AGREEMENT dated for reference August 1, 2008 is between Peak Resources Incorporated, a
Nevada corporation (“Peak”) with an office at 000 –
0000xx Xxxxxx,
Xxxxxxx, Xxxxxxx X0X 0X0 and Xxxxxx Xxxxxxxx, of 000
Xxxxxxxxx Xxxxxx XX, Xxxxxxx, XX, Xxxxxx X0X 0X0.
WHEREAS
Xx. Xxxxxxxx has recognized experience and contacts of benefit to Peak, AND WHEREAS Xx. Xxxxxxxx agreed
to be engaged to provide services as Executive Director – Operations to
Peak, FOR VALUABLE
CONSIDERATION, the receipt and sufficiency of which are acknowledged, and
the following mutual promises, the parties agree that:
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1.
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Services. Xx.
Xxxxxxxx brings his operational and business development expertise to
Peak in connection with its desired business and Xx. Xxxxxxxx agrees to
provide such services for the term of this
agreement.
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2.
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Compensation. Peak
will pay Xx. Xxxxxxxx US$5,000 dollars per month for the term of this
agreement. Salary reviews will be conducted bi-annually or on an as needed
basis. Should Peak adopt a stock option plan Xx. Xxxxxxxx will
be ensured enrolment in such plan commensurate with his position and
service to Peak.
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3.
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Expenses. Peak
will reimburse Xx. Xxxxxxxx for any reasonable out-of-pocket expenses that
he incurs in fulfilling the terms of this agreement, including
reimbursement for office expenses (rent, cell phone, internet
charges).
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4.
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Term. The term of
this agreement will be 24 months and this agreement will be deemed
effective on August 1, 2008 and will expire on July 31,
2010.
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5.
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Severance. Should
Peak sever Xx. Xxxxxxxx from his executive position without cause, Xx.
Xxxxxxxx will be entitled to 6 months’ severance and any expenses owed at
the time of severance.
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6.
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Representations and
warranties. Xx. Xxxxxxxx represents and warrants that he has
the management skills and experience required to fulfil the duties of
Executive Director - Operations of Peak and to advise Peak on its business
activities.
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7.
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Termination. Either
party may terminate this agreement any time for any reason by delivering a
written notice of termination to the other party 60 days before the
termination date. Peak will only be liable to pay Xx. Xxxxxxxx
for the 60 days unless terminated without
cause.
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8.
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No waiver. No
failure or delay of Peak in exercising any right under this agreement
operates as a waiver of the right. Peak’s rights under this
agreement are cumulative and do not preclude Peak from relying on or
enforcing any other legal or equitable right or
remedy.
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9.
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Time. Time is of
the essence.
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10.
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Jurisdiction. This
agreement is governed by the laws of the State of
Nevada.
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2 /
2
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11.
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Severability. If
any part of this agreement that is held to be void or otherwise
unenforceable by a court or proper legal authority, then that part is
deemed to be amended or deleted from this agreement, and the remainder of
this agreement is valid or otherwise
enforceable.
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12.
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Notice. Any notice
required by or in connection with this agreement be in writing and must be
delivered to the parties by hand or transmitted by fax to the address and
fax number given for the parties in the recitals. Notice is
deemed to have been delivered when it is delivered by hand or transmitted
by fax.
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13.
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Counterparts. This
agreement may be signed in counterparts and delivered to the parties by
fax, and the counterparts together are deemed to be one original
document.
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THE
PARTIES’ SIGNATURES below are evidence of their agreement.
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Peak
Resources Incorporated
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/s/
Authorized Signatory
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/s/
Xxxxxx Xxxxxxxx
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Authorized
Signatory
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Xxxxxx
Xxxxxxxx
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