ADVISORY BOARD CONSULTING AND COMPENSATION AGREEMENT
This Advisory Board Consulting and Compensation Agreement (this "Agreement") dated May 15, 2015, between American Housing Income Trust, Inc,, a publicly reporting Maryland corporation with an address for mailing purposes of 00000 Xxxxx 00xx Xxxxx, Xxxxxxxx 0, Xxxxx 000 in Xxxxxxx, Xxxxxxx 00000, and its affiliates and assigns (the "Company") and Xxxx Xxxxxxxxx (the "Advisor"), who has a mailing address for notice purposes of 00000 Xxxxx Xxxxxxxx Xxxxx Xxxxx in Xxxxxx, Xxxxxxx 00000.
1. RETENTION. The Company hereby retains the Advisor effective May 15, 2015 (the "Effective Date") through the issuance of 1,000,000 shares of common stock in the Company upon the Company's confirmation of the approval of the reverse stock split currently pending with FINRA, and to the extent such split is not approved, an equivalent issuance based on the same percentage against issued and outstanding shares in the Company, and in consideration, the Advisor hereby agrees to become an Advisor to the Board for the Term provided in Section 3 to render the services described in Section 2.
3. TERM. The term of the Advisor's retainer under this Agreement (the "Term") shall commence on the Effective Date and shall expire upon the occurrence of an event under Section 5 of this Agreement.
4.1 Cash Portion of Consulting Fee. The Company shall pay Advisor an annual fee equal to $120,000 or 1% of the Company's assets as reported on its year-end balance sheet, whichever is greater, unless, an opinion of counsel or the Company's auditors conclude that the asset-based compensation limits or impairs the Company's intent of becoming a real estate investment trust or impairs the Company's status as a publicly reporting company in good standing under the rules promulgated by the United States Securities and Exchange Commission. The Consulting Fee shall be payable at the same time, in the same manner, and following the same procedures as apply to directors' fees paid to non-employee directors of the Company. All such payments shall be paid on a "1099" basis.
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If Advisor is terminated by the Company for Cause or if the Advisor voluntarily terminates his services prior to the end of the Term (other than due to the Advisor's death or disability), in consideration of a release of any actual or perceived claims the Advisor might have against the Company, within three weeks from the date of termination, the Advisor may send confirmation of his release of any and all claim, and in turn, the Company shall pay the Advisor fifty-percent (50%) of the balance due and owing over the balance of the Term (the "For Cause Severance Payment"). The Company shall pay half of the For Cause Severance Payment within sixty (60) days of Advisor's confirmation of release, and the balance within sixty (60) days thereafter.
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In the event the Company does not pay the For Cause Severance Payment as agreed upon herein, the Advisor may elect to either retract his confirmation of release, or demand a note in the amount due and owing earning six-percent interest per annum requiring twelve equal monthly installments due on the 1st day of each successive month (the "Note Obligation"). The Parties agree that the Note Obligation does not need to be memorialized in a separate agreement, unless the Parties mutually agree otherwise. In the event of breach of the Note Obligation, the confirmation of release shall be null and void, and the Advisor shall retain any and all rights, claims and actions against the Company, including but not limited to, the amounts due under the Note Obligation.
5.3 Termination by the Company other than for Cause. If Advisor is terminated by the Company other than for Cause prior to the end of the Term, or is terminated by vote of the majority of shareholders entitled to vote, Advisor shall be entitled to payment of one-hundred percent (100%) of the balance due and owing over the balance of the Term (the "No Cause Severance Payment"). The Company shall pay half of the No Cause Severance Payment within sixty (60) days of Advisor's confirmation of release, and the balance within sixty (60) days thereafter.
In the event the Company does not pay the No Cause Severance Payment as agreed upon herein, the Advisor may elect to either retract his confirmation of release, or demand a note in the amount due and owing earning six-percent interest per annum requiring twelve equal monthly installments due on the 1st day of each successive month (the "Note Obligation"). The Parties agree that the Note Obligation does not need to be memorialized in a separate agreement, unless the Parties mutually agree otherwise. In the event of breach of the Note Obligation, the confirmation of release shall be null and void, and the Advisor shall retain any and all rights, claims and actions against the Company, including but not limited to, the amounts due under the Note Obligation.
5.5 Equity Portion of Compensation In The Event of Termination. Regardless of the basis for termination under Section 5.1 through Section 5.5 herein, the Company shall issue the shares of common stock identified in Section 4.2, above, within fifteen (15) days of the notice of termination.
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7. INDEMNIFICATION. The Company agrees to indemnify, protect, defend and hold the Advisor and his estate, heirs, and personal representatives, harmless from and against any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), and all losses, liabilities, damages and expenses, including reasonable attorney's fees incurred by counsel reasonably designated or approved by him, in connection with this Agreement or his services hereunder, provided that any consulting services giving rise to such indemnification shall have been performed by the Advisor in good faith and, to the best of his or her knowledge, in a lawful manner.
8. ERRORS AND OMISSIONS INSURANCE. The Company agrees to secure at its own cost and expense errors and omissions insurance, or similar forms of insurance, it determines to be satisfactory to protect against foreseeable risks, errors and omissions in Advisor performing as a director of the Board of Directors of a publicly-traded corporation. The Company agrees to notify Advisor in writing of the securing of such a policy(ies) upon receipt of the same, and shall produce to Advisor within a reasonable period of time the applicable declaration page(s).
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AGREED:
/s/ Xxxx Zarinegar___________________ /s/ Xxxx Stoffers____________________________
Xxxx Xxxxxxxxx By: Xxxx Xxxxxxxx
Chairman of the Board of Directors
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