Exhibit 10.1
Compensation Agreement
This Compensation Agreement (the "Agreement") dated this 8th day of May, 2009
(the "Execution Date"),
BETWEEN:
Marine Exploration Inc of 000 00xx Xxxxxx Xxxxx 000
(the "Employer")
OF THE FIRST PART
- AND -
Xxxx Xxxxxxxx, Xxxxxx Xxxxxxx, and Xxxx Xxxxxxx of 000 00xx Xxxxxx Xxxxx 000
(the "Employees")
OF THE SECOND PART
BACKGROUND:
A. The Employeess listed above have provided invaluable services and capital
to the Employer and are pivotal to its survival and success, and deserve
reasonable compensation.
B. The Employeess are interested in compensation that is performance based and
in the best interests of all parties, therefore:
IN CONSIDERATION OF and as a condition of the parties entering into this
Agreement and other valuable consideration, the receipt and sufficiency of which
consideration is acknowledged, the parties to this Agreement agree as follows:
1. The terms of the Employment Agreement, as amended, are amended by the terms
of this Agreement.
2. The Employees will receive compensation as follows: 2.5% each of the gross
treasure yield from the various projects being developed by Marine for the
term of the contract, paid in kind or proceeds at the sole discretion of
each Employee.
3. The Employees compensation will be payable according to the Employer's
policy while this Agreement is in force. The Employer is entitled to deduct
from the Employees compensation any applicable deductions and remittances
as required by law.
4. This Agreement is effective from May 8, 2009 until May 8, 2012.
5. Except where the context otherwise requires, the terms of the Employment
Agreement will apply to this Agreement.
6. The terms of this Agreement will take precedence over the Employment
Agreement unless a new employment agreement or similar agreement is later
entered into.
7. Upon the completion of the term of this Agreement, the compensation will be
set in accordance with the Employment Agreement.
Miscellaneous Terms
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8. This Agreement is a personal one, being entered into in reliance upon and
in consideration of the personal skill and qualifications of the Employees.
Without the prior written consent of the Employer, the Employees will not
voluntarily or by operation of law assign or otherwise transfer the
obligations created under the terms of this Agreement.
9. Headings are inserted for the convenience of the parties only and are not
to be considered when interpreting this Agreement. Words in the singular
mean and include the plural and vice versa. Words in the masculine gender
include the feminine gender and vice versa. Words in the neutral gender
include the masculine gender and the feminine gender and vice versa.
10. The Employer and the Employees acknowledge that this Agreement is
reasonable, valid and enforceable. However, if a court of competent
jurisdiction finds any of the provisions of this Agreement to be too broad
to be enforceable, it is the parties' intent that such provision be reduced
in scope by the court only to the extent deemed necessary by that court to
render the provision reasonable and enforceable.
11. In the event that any of the provisions of this Agreement will be held to
be invalid or unenforceable in whole or in part, those provisions to the
extent enforceable and all other provisions will nevertheless continue to
be valid and enforceable as though the invalid or unenforceable parts had
not been included in this Agreement and the remaining provisions had been
executed by both parties subsequent to the expungement of the invalid
provision.
12. Any amendment or modification of this Agreement or additional obligation
assumed by either party in connection with this Agreement will only be
binding if evidenced in writing signed by each party or an authorized
representative of each party.
13. All negotiations and understandings have been included in this Agreement.
Statements or representations which may have been made by any party to this
Agreement in the negotiation stages of this Agreement may in some way be
inconsistent with this final agreement. All such statements are
unenforceable. Only the written terms of this Agreement will bind the
parties.
IN WITNESS WHEREOF the Parties have properly executed this Agreement on this 8th
day of May, 2009.
Marine Exploration Inc
per: //Signed//
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(Seal)
Xxxx Xxxxxxxx, Xxxxxx Xxxxxxx, and Xxxx Xxxxxxx
per: //Signed//
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(Seal)
