Termination Agreement
Exhibit
10.1
This Termination Agreement (this
“Termination”) is made as of the 15th day of
January, 2010 by and between Infrastructure Materials Corp. (formerly known as
“Silver Reserve Corp.”) (the “Company”) and Xxxxx X. Xxxx
(“Consultant”).
Reference is made to the Independent
Contractor Agreement dated April 1, 2007 between the Company and
Consultant (the “Agreement”).
Whereas, the Agreement was for
a term of one-year expiring March 31, 2008 with one automatic one-year renewal,
unless terminated as provided in the Agreement;
Whereas, the Consultant has
advised the Company that for personal reasons, he wishes to resign as an officer
and director of the Company and only make his services available on a part time
basis, when he is available in his discretion and as the Company may need his
services from time to time; and
Whereas, the Consultant and
the Company agree to terminate the Agreement subject to the provisions contained
herein;
Now Therefore, the parties
hereto agree as follows:
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1.
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The
Company and the Consultant agree that the term of the Agreement was
expired as of March 31, 2009 and has continued in effect on a
month-to-month basis without formal documentation through the date
hereof.
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2.
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The
Company and the Consultant agree that the Agreement is terminated as of
the date hereof, subject to Section 4 of this Termination. The
parties each waive any notice they may be entitled to under Article 8 of
the Agreement.
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3.
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The
Company and the Consultant agree that the Consultant will continue to
provide his services to the Company during the transition of his
responsibilities to a new party assuming his position as Exploration
Manager. The Company shall determine the amount of the
Consultant’s time to be devoted to the transition of his responsibilities
and the number of consulting hours per month required
thereafter. Consultant shall be paid an hourly rate equal to
the hourly rate in effect under the Agreement. Consultant shall
be reimbursed for his expenses in a manner consistent with the
reimbursement practices in effect under the
Agreement.
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4.
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Notwithstanding
anything to the contrary contained in this Termination, the restrictive
Confidential Information provisions contained in Article 7 of the
Agreement shall continue in full force and
effect;
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5.
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The
Consultant was granted stock options as follows (a) Option
1: 400,000 common shares on December 11, 2008 at $0.15
per share; (b) Option
2: 250,000 common shares on December 19, 2008 at $0.30
per share. As provided in the Company’s Stock Option Plan,
these options will expire 90 days following the date of this
Termination. The Company agrees to extend the expiry of the
options. Of the 400,000 options granted as Option 1, 100,000
options shall be extended to their original expiry date of December 10,
2013. Of the 250,000 options granted as Option 2, all 250,000
options shall be extended to their original expiry date of December 18,
2013.
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6.
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The
Consultant’s resignation as an officer and director of the Company,
attached hereto as Schedule ‘A,’ shall be effective as of the date of this
Termination.
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In
Witness Whereof, this Termination Agreement has been executed by the parties as
of the date first above written.
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CONSULTANT
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By:
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/s/ Xxxxx X. Xxxx
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By:
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/s/ Xxxxx Xxxxxxx
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Xxxxx
X. Xxxx, individually
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Xxxxx
Xxxxxxx, President
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2
Schedule
‘A’
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AND
TO:
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the
Shareholders thereof
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RESIGNATION
I, Xxxxx
Xxxx, hereby resign as Director and Chief Operating Officer of Infrastructure
Materials Corp. effective immediately. I have no disagreement with
the Company’s management, policies, procedures, internal controls or public
disclosure documents.
Dated: January
15, 2009
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/s/ Xxxxx X. Xxxx
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Xxxxx
X. Xxxx
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