Mr. Alexander Kulpecz
Xx.
Xxxxxxxxx Xxxxxxx
00
Xxxxxx Xxxx
Xxxxxxxx,
XX, 00000
August
8,
2005
Re:
|
Ignis
Petroleum Corporation - Executive Advisor Consultant
Agreement
|
Dear
Alex:
It
is
with great pleasure that I extend to you the consulting position of Executive
Advisor. In your role, you will be a member of the Board of Advisors whose
responsibility is to work towards fulfilling the Company's goals, while
providing ongoing recommendations to the executive team and board of directors,
both strategic and tactical in nature. The agreement is for one year from
the
date of signing with two, one-year options to renew as mutually
agreed.
POSITION
SUMMARY
- You
will be responsible for providing input on matters of strategic, business
development and technical importance, and will be the primary advisor to
the
executive team. The position overview is provided in Exhibit A and specific
milestones for the first years in Exhibit B. You will be instrumental in
Ignis'
deal structuring, negotiations and fund raising. This is a part-time position
that will typically require up to two days per month in total commitment.
At
critical times, such as fund raising and deal negotiation, the time commitment
may be more, but this would be considered unusual.
COMPENSATION
- You
will
be provided a combination of cash, restricted common stock and common stock
options as detailed in Exhibit C, We will provide you a cash retainer which
will
be replenished monthly. You will be granted up to 475,000 shares of Ignis
Petroleum Group, Inc. stock over a period of three years. And you will be
provided common stock options coinciding with the successful placement of
funds
into the company in which you are personally involved. A form 1099 will be
provided at the end of each year for the payment of your services.
Philipp
and I are excited about your participation and we are confident of the
contributions you will make to achieve the goals of Ignis
Petroleum.
AGREEMENT
- Please
indicate your acceptance by signing below.
/s/
Xxxxxxx X. Xxxxxx
|
/s/
A. Kulpecz
|
|
By:
Xxxxxxx X. Xxxxxx
|
By:
Xxxxxxxxx X. Xxxxxxx
|
|
Its:
President and CEO
|
Its:
Executive Advisor
|
|
Date:
August 17, 2005
|
Date:
August 17, 2005
|
EXHIBIT
A
CONSULTANT
EXECUTIVE ADVISOR OVERVIEW
POSITION
SUMMARY
The
holder of this position will be responsible for providing input on matters
of
strategic, business development and technical importance, and will the primary
thought partner to the executive team. The Executive Advisor will be highly
skilled in the business, technical, and financial and organization matters
related to the upstream oil & gas industry with a 20+ year track record of
successful commercial and capital stewardship leadership. The position will
report to the CEO and COO
EXPECTED
INVOLVEMENT
Be
a key
member of senior management team and company's primary advisory on deal
structuring, commercial development and technical opinion.
Provide
counsel to executive management with regard to activities as defined below
while
leveraging industry contacts and consultants
Participate
part-time as member of executive team
AREAS
OF RESPONSIBILITY
Business
strategy and planning
Executive
advisory and counseling
Commercial
activity, partner relationships, and negotiation
Technical
advisory
Financial
planning and capital raising
REQUIREMENTS
BS
or MS
degree in petroleum engineering or geology, MBA a plus
Senior
technical and business management experience in a major or independent oil
&
gas company with progressive leadership positions
Highly-respected
in energy sector with strong industry affiliations
CONFIDENTIALITY
No
disclosure of trade secrets; proprietary or confidential information of the
Company or affiliate obtained during the course of this agreement except
as
required to carry out the terms of this agreement.
EXHIBIT
B
12-MONTH
MILESTONES
During
the next twelve months we expect that you will help Ignis Petroleum to achieve
the following critical milestones:
Completion
of business plan
Completion
of major funds placement, participate in networking and select "road show"
events
as
appropriate
Introductions
to industry people who can provide technical and financial services or can
be
full-time
employees. Participate in the interviewing of prospective employees as
requested
Refer
and
review deals that could advance the cause of the company
Source,
review and negotiate prospective opportunities to advance the cause the company.
Help
establish relationships with prospective joint-venture partners
EXHIBIT
C
EXECUTIVE
ADVISOR CONSULTANT COMPENSATION
CASH
COMPENSATION:
$1,500
retainer, replenished monthly as appropriate
Advisory
services at prorated rate of $750 (USD) per day
RESTRICTED
STOCK:
Total
award of 475,000 common shares granted as follows:
Purpose
|
Timing
|
Granted
shares
|
Sign-on
|
August
9, 2005
|
59,375
|
Funds
placement (equity or convertible preferred stock or
similar)
|
At
time of successful funds placement*
|
59,375
|
Advisory
services
|
February
9, 2006
|
59,375
|
Advisory
services
|
August
9,
2006
|
59,375
|
Advisory
services
|
February
9, 2007
|
59,375
|
Advisory
services
|
August
9, 2007
|
59,375
|
Advisory
services
|
February
9, 2008
|
59,375
|
Advisory
services
|
August
9, 2008
|
59,375
|
Total
|
475,000
|
*
At
least $10 million of cumulative placement
BONUS
STOCK OPTIONS: Award of 15,000 non-qualified common share options, at a strike
price of $1.00 for each $1,000,000 funds raised in which you had a part,
(minimum $3000000 cumulative raised) for a maximum total of 250,000 common
share
options issued pursuant to the non-qualified plan to be adopted by the
company.
SERVICE
PRORATION: Either party can terminate the relationship without need for cause
before the end of the one year. Upon such termination, the Executive Advisor
will keep whatever stock has been granted to that time. The Executive Advisor
agrees to provide transitional advisory services for a period of up to three
months without further stock grants, however, normal cash compensation will
remain in effect.
REIMBURSABLE
EXPENSES: Reimbursed for reasonable and customary expenses incurred on behalf
of
and in furtherance of the business of the Company and upon approval of such
expenses, Ignis shall promptly (within 30 days) provide reimbursement for
such
expenses.