EXHIBIT 10.21
SERVICES AGREEMENT
THIS AGREEMENT MADE IN TRIPLICATE THIS 1st DAY OF November 1996.
BETWEEN
AQUATIC CELLULOSE LTD., a body corporate
incorporated under the laws of the Province
of British Columbia.
(hereinafter called the Company or "ACL")
OF THE FIRST PART
- and -
XXXX XXXX XXXXXX, City of Xxxxxx, in the
Province of British Columbia
(hereinafter called Ackles)
OF THE SECOND PART
WHEREAS THE COMPANY is engaged in manufacturing, marketing,
sales, research and development in the Aquatic Timber Harvesting Salvaging and
processing industry and
WHEREAS Ackles is the Founder and President of the Company
and is an important component to ACL's future success and
WHEREAS ACL is desirous of the continued services of Ackles
as President in accordance with terms and conditions hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSETH in consideration of the mutual covenants
and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree, each with the other as follows and in recognition of the
intention of Ackles to sell a large percentage of Aquatic Cellulose Ltd. in
order to implement a public share offering, which will substantially reduce
Ackles' holdings in ACL the following contract is drawn and duly executed as of
this day, to protect the future interest of Ackles and the Company.
1.0 PRESIDENT'S ROLE
1.1 Ackles covenants and agrees to provide services on a first priority
basis to the Company for the commercialization of his Aquatic Timber
Harvesting Technology, and to undertake in accordance with Board
direction and policies, the duties and responsibilities of Company
principals.
1.2 In this capacity Ackles agrees to act as company President and Chief
Executive Officer to:
- maintain corporate direction
- to formulate and implement the activities and policies of the company
as established by the board of directors.
- to make unilateral decisions which are in the best interest of ACL as
required to facilitate the function of ACL within the parameters set
out by the board of directors
- to act as a director on the board of directors
- to oversee manufacturing, consulting, sales, contracting, research
and development activities for the commercialization of the Aquatic
Timber Harvesting Technology.
1.3 All technical assistance performed under this Agreement will be in the
best interest of the company subject to the presidents discretion and
where relevant company board decisions.
2.0 COMPENSATION
2.1 The companies will compensate Ackles for 1800 hours services at a rate
of $6000.00 per month, payable in arrears bi-monthly. The fees to be
paid by the company to Ackles for the services provided are inclusive
of any allowance for overtime wages required beyond the company's
normal working day, or the company's normal working week, for the
activities of ACL. Extra hours worked beyond the 1800 hrs/year will be
compensated for as straight time off.
2.2 ACL shall be responsible for the remittance of all applicable taxes and
insurance required by law including, but not limited to, Federal and
Provincial Income Tax, Canada Pension Plan contributions, Unemployment
Insurance, Provincial Worker's Compensation.
2.3 A Corporate office of Aquatic Cellulose Ltd. will be maintained in
Vernon during the term of Ackles' agreement. If office is relocated
this will be considered a breach of contract and Section 5.2 will
apply.
2.4 The company will provide a three year contract to employ Ackles as
company president, at a rate of $72,000/ year in year 1, with an
escalating salary of a minimum of 10% for years 2 and 3.
2.5 As a result of Ackles commitment to ACL. Ackles is unable to continue
ongoing development of his Ackles Robotic Arm outside the regime of
ACL's corporate structure. So it is then agreed that all technological
advancements made to Ackles Robotic Arm and arm related technologies
including hardware, software, hydraulic design, barge, etc. All things
required to allow the Ackles Robotic Arm to work efficiently will be
considered part of Ackles patents including future patents upgrades or
copywrite protections that may be necessary regarding Ackles Robotic
Arm. ACL also agrees to maintain Ackles Patents and all costs related
to Patent filings and upgrades as Ackles Compensation package cannot
support such costs.
2.6 Ackles gives exclusive rights to Aquatic Cellulose Ltd. For the use of
his Ackles Robotic Arm and technologies and arm related technologies in
under water forest industry only. New technologies and uses for Ackles
Robotic Arm and arm related technologies, will be
first offered to ACL by Ackles. If such technologies are utilized or
marketed by the Company, Ackles will receive consideration and suitable
renumeration in the form of cash settlements, royalties and/or shares
to be approved by the board of directors and Ackles as representative
of normal compensatory rates. If company chooses not to utilize or do
not have the ability, due to financial constraints or otherwise to
utilize such technologies, Ackles will have the exclusive rights to
technology and its utilization within 30 days of offer.
2.7 A company vehicle and vehicle expenses will continue to be provided to
Ackles by the company as long as Ackles is employed with the Company.
2.8 Ackles will occupy a position on the Board of Directors as long as he
is employed by the Company.
3.0 CONFIDENTIALITY
3.1 It is understood and agreed that all information obtained during the
term of this agreement shall be treated by Ackles and the Company as
confidential and will not be used in any manner detrimental to Company
interests, nor disclosed to any party except in Company interests, and
with the consent of Ackles.
3.2 All notes, records, working papers, tiles, research material or
literature developed by Ackles for the Company in connection with his
duties are considered to be the property of the Company.
4.0 SATISFACTORY PERFORMANCE
4.1 Ackles and the Company shall be responsible for, and shall give
adequate attention to, the faithful presentation and completion of all
matters pursuant to this Agreement.
5.0 TERMINATION
5.1 This Agreement may be terminated by Ackles giving (3) three months
notice in writing to the Company or by the Company giving three (3)
months notice in writing to Ackles.
During such notice period, Ackles agrees to provided 425 hours full
time services to the Company on the same terms and conditions as
preceded the termination notice.
5.2 If the board of directors, for any reason votes Ackles out as President
and/or Chief Executive Officer, or modified the terms of this
agreement, then Ackles has an option to be bought down by the company
to a 5% holding at a minimum price of $.50/share or market value
whichever is greater, over 3 years in equal payments per year with the
1st payment due 30 days following termination. A severance package will
also be provided to Ackles by the Company in this event which is
equivalent to 24 months of the most recent salary and benefits earned
by Ackles prior to termination, to be paid within 6 months, in 6 equal
payments to Ackles by the Company.
6.0 RESIGNATION
6.1 Voluntary Resignation - Xxxx Xxxxxx has the option to leave ACL at the
time of contract expiry with a 90 days severance package. Upon such a
voluntary resignation Ackles has the option to be bought down to 5% of
company shareholdings at a minimum price of $.50/share or market value
whichever is greater over 3 years in equal payments per year with the
1st payment due 30 days following resignation.
7.0 NON-COMPETITION
7.1 For a period of two (2) years following termination of the contract
Ackles will not directly or indirectly, either as a proprietor,
shareholder, director, officer, employer, manager, or employee provide
his professional services to any individual, firm or organization
offering services of consulting engineering, surveying or planning in
competition with the Company.
8.0 CONTRACT RENEWAL
8.1 90 days prior to contract expiry a new contract will be agreed upon by
the directorship of all termination provisions outlined in this
agreement will automatically apply.
9.0 EFFECTIVE DATE
9.1 Notwithstanding the date of execution of this Agreement, the effective
date for the commencement of Ackles' services for ACL under this
agreement shall be November 1, 1996.
10.0 ALTERATIONS/ADDITIONS
10.1 If, at any time during the continuance of the Agreement, the parties
hereto deem it necessary or expedient to make any alterations or
additions to this Agreement, they may do so by means of a written
approval between the Company board and Ackles which shall be
supplemental hereto and form a part hereof.
11.0 COMPLETE AGREEMENT
11.1 The parties hereto agree that there are no representation, warranties
or conditions affecting this Agreement other than expressed herein and
that this Agreement contains the complete Agreement between the parties
hereto and supersedes any prior agreements, whether written or verbal.
11.2 The validity of this contract will be legally and financially
maintained by ACL.
12.0 MUTUAL COVENANTS
The parties hereto covenant and agree to enter into and execute such
further documents, contracts and assurances and to do all such things
as may be deemed necessary by counsel for any of them, in order to give
full force and effect to the true intent and meaning of this Agreement.
If any part of this agreement is deemed invalid it does not affect the
validity of the remaining provisions outlined in this agreement.
13.0 HEADINGS, CAPTIONS, ETC
13.1 The captions, paragraphs or section numbers and headings or marginal
notes appearing in this Agreement are inserted only as a matter of
convenience and in no way define, limit or describe the scope or intent
of this Agreement, not any part thereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
respective hands and seals all on the day and in the year first above written.
________________________________
AQUATIC CELLULOSE LTD.
_________________________________
WITNESS:
________________________________
XXXX XXXXXX
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