MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT is made effective as of the 26th day of February, 2020.
BETWEEN:
GreenPower Motor Company Inc., a B.C. Company, having its office at 000 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0
(hereinafter called "GreenPower")
AND:
Koko Financial Services Inc. a B.C. Company having its office at
(hereinafter called the "Manager")
WHEREAS:
A. GreenPower Motor Company Inc. a public company that is a reporting issuer whose shares are listed for trading on the TSX Venture Exchange which designs, builds and distributes a full suite of high-floor and low-floor vehicles, including transit buses, school buses, shuttles, a cargo van and a double xxxxxx. GreenPower employs a clean-sheet design to manufacture all-electric buses that are purpose built to be battery powered with zero emissions. GreenPower integrates global suppliers for key components, such as Siemens or TM4 for the drive motors, Xxxxx for the brakes, ZF for the axles and Xxxxxx for the dash and control systems. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements.
B. Koko Financial Services Inc. (the "Manager") is a private company that provides professional and management services and has personnel, being Fraser Xxxxxxxx the designated personnel, who is qualified to provide professional and management services to GreenPower and such personnel possess the requisite skills, expertise, experience and contacts to provide such services to GreenPower; and
C. GreenPower wishes to engage the Manager and its personnel to provide the services more particularly set in Article 1 and the terms and conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the mutual covenants and agreements herein contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties, the parties covenant and agree as follows:
2
ARTICLE 1
PROVISION OF SERVICES
1.1 Appointment of the Manager
Effective the 12th day of June, 2019, the Manager's designated personnel shall be engaged by GreenPower with the duties set out in this Agreement, as amended from time to time, and the Manager accepts the appointment with the designated personnel Fraser Xxxxxxxx as the Chief Executive Officer of GreenPower and of all of GreenPower's sunsidiary companies for a term of one year commencing on June 12, 2019, reporting to the Board of Directors of GreenPower Motor Company Inc.
1.2 The Services
The Manager shall cause its designated personnel to provide the services (the "Services") to GreenPower as set forth in the attached Schedule A or such other duties as GreenPower or its affiliated companies or the Board of Directors of GreenPower Motor Company Inc. shall from time to time require.
1.3 Provision of The Services
The Manager will report to the Board of Directors of GreenPower Motor Company Inc. and the Manager will provide GreenPower and its affiliated companies with the Services within such reasonable timeframe, to such extent and in such manner and specifications as requested by GreenPower from time to time, acting reasonably.
1.4 Terms
The Manager agrees to devote his full time efforts in the performance of the Services.
ARTICLE 2
COMPENSATION FOR SERVICES
2.1 Base compensation
So long as this Agreement remains in effect, GreenPower shall pay the Manager a Base Fee of US $225,000.00 per annum payable monthly (plus GST) for carrying out the services payable on the last day of each month commencing January 1st, 2020. The Base Fee does not include any bonuses that might be paid to the Manager for carrying out the Services.
2.2 Retroactive Payment
The Manager was appointed the Chief Executive Officer of GreenPower on June 12, 2019 and has been paid U.S. $10,000 per month to December 31, 2019. In consideration of the appointment GreenPower agrees to pay the difference of U.S. $57,500 (plus GST) in equal monthly instalments over the next six months.
2.3 Bonuses\Stock Options
The Manager is eligible to participate in the stock option plan and any bonus plan that the Company makes available to the management team.
3
ARTICLE 3
TAXES
3.1 Taxes
This Agreement contemplates that the Manager will be a contractor to GreenPower. The Manager hereby agrees to pay any taxes now or in the future owing as a result of the payment of the Compensation paid to the Manager pursuant to this Agreement.
ARTICLE 4
NON-DISCLOSURE, NON-COMPETE AND NON-CIRCUMVENTION
4.1 Non-Disclosure
The Manager shall not, during the term of this Agreement, and for a period of twenty four (24) months after the termination of this Agreement, divulge, publish or otherwise reveal, either directly or through another person, to any person, firm or corporation any information concerning proprietary information belonging to GreenPower or of any of its affiliates.
4.2 Non-Compete
The Manager shall not, during the term of this Agreement, and for a period of twenty four (24) months after the termination of this Agreement, divulge, directly or indirectly compete with the business of GreenPower or of any of its affiliates.
4.3 Non-Circumvention
It is hereby agreed that the Manager will not circumvent GreenPower in any of its business dealings or transactions.
ARTICLE 5
TERM AND TERMINATION
5.1 Term
This agreement shall be for a term of one year from the date of this Agreement. If neither party has provided the other party with a notice of termination then the Agreement shall automatically renew on a month to month basis.
5.2 Termination by Either Party
GreenPower may terminate the Manager for cause and either the Manager or GreenPower, may terminate this Agreement immediately upon written notice to the other where:
(i) the other is in breach of any provision of this Agreement and such breach is not remedied within sixty (60) days written notice; or
(ii) if the other passes a resolution or any order is made for the winding-up, disillusionment, bankruptcy or other form of creditor protection of that party;
4
ARTICLE 6
MISCELLANEOUS
6.1 Notice
All notices and other communications between the parties to this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by confirmed facsimile to the parties at the following addresses (or at such other address for any such party as shall be specified in like notice):
(a) if to GreenPower:
000 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0
(b) if to the Manager:
Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof and if given by facsimile shall be deemed to have been given and received on the date of confirmed receipt thereof unless such day is not a business day in which case it shall be deemed to have been given and received upon the immediately following business day.
6.2 Amendment and Waiver
No amendment or waiver of this Agreement shall be binding unless executed in writing by both GreenPower and the Manager. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.
6.3 Assignment and Successors
This Agreement shall not be assigned without the written consent of the other party, which consent may be unreasonably withheld. This Agreement will be binding upon and will enure to the benefit of the parties and upon their respective successors and permitted assigns.
6.4 Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Parent Company of GreenPower being the Province of British Columbia and any laws of Canada applicable in British Columbia, which will be deemed to be the proper laws of this Agreement. Each of the parties irrevocably attorns to the jurisdiction of the Courts of British Columbia and all disputes relating to this Agreement will be resolved in the Courts of British Columbia in the City of Vancouver.
6.6 Severability
If any covenant, obligation or term of this Agreement, or the application thereof to any party or circumstance will, to any extent, be invalid or unenforceable, then the remainder of this Agreement or the application of such covenant, obligation or term to parties or circumstances other than those as to which it is held invalid or unenforceable will not be affected thereby and each covenant, obligation and term of this Agreement will be separately valid and enforceable to the fullest extent permitted by the law.
5
6.7 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and collectively cancels and supersedes all prior discussions, expectations, understandings, communications, representations and agreements whether verbal or written between the parties with respect to the subject matter hereof.
6.8 Non-Waiver
No condoning, excusing or waiver by any party to this Agreement of any default, breach or non-observance by any other party to this Agreement at any time in respect of any covenant, provision or condition contained in this Agreement will operate as a waiver of that party's rights under this Agreement, or so as to defeat or affect in any way the rights of that party, in respect of any continuing or subsequent default, breach or non-observance, and no waiver will be inferred from or implied by anything done or omitted to be done by the party having those rights.
6.9 Headings
The insertion of headings in this Agreement are for convenience of reference only and will not affect the construction or interpretation of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the day and year first above written.
Koko Financial Services Inc.
Per:
/s/ Fraser Xxxxxxxx
Fraser Xxxxxxxx, President
GreenPower Motor Company Inc.
Per:
/s/ Xxxxxxx Xxxx
Director
6
Exhibit A
The Chief Executive Officer ("CEO") is responsible for leading the development and execution of the Company's long term strategy with a view to creating shareholder value. The CEO's leadership role also entails being ultimately responsible for the day-to-day management decisions and for implementing the Company's long and short term plans. The CEO acts as a direct liaison between the Board and management of the Company and communicates to the Board on behalf of management. The CEO also communicates on behalf of the Company to shareholders, employees, Government authorities, other stakeholders and the public.
More specifically, the duties and responsibilities of the CEO include the following:
1. to lead, in conjunction with the Board, the development of the Company's strategy;
2. to lead and oversee the implementation of the Company's long and short term plans in accordance with its strategy;
3. to ensure the Company is appropriately organized and staffed and to have the authority to hire and terminate staff as necessary to enable it to achieve the approved strategy;
4. to ensure that expenditures of the Company are within the authorized annual budget of the Company;
5. to assess the principal risks of the Company and to ensure that these risks are being monitored and managed;
6. to ensure effective internal controls and management information systems are in place;
7. to ensure that the Company has appropriate systems to enable it to conduct its activities both lawfully and ethically;
8. to ensure that the Company maintains high standards of corporate citizenship and social responsibility wherever it does business;
9. to act as a liaison between management and the Board;
10. to communicate effectively with shareholders, employees, Government authorities, other stakeholders and the public;
11. to keep abreast of all material undertakings and activities of the Company and all material external factors affecting the Company and to ensure that processes and systems are in place to ensure that the CEO and management of the Company are adequately informed;
12. to ensure that the Directors are properly informed and that sufficient information is provided to the Board to enable the Directors to form appropriate judgments;
13. to ensure the integrity of all public disclosure by the Company;
14. in concert with the Chairman, to develop Board agendas;
15. to request that special meetings of the Board be called when appropriate;
16. to sit on committees of the Board where appropriate as determined by the Board; and
17. to abide by specific internally established control systems and authorities, to lead by personal example and encourage all employees to conduct their activities in accordance with all applicable laws and the Company's standards and policies, including its environmental, safety and health policies.
