Exhibit 10.9
COMPENSATION AGREEMENT
This Compensation Agreement ("Agreement") is made and entered into by and
between International Building Technologies Group, Inc. (OTCBB:INBG) and
subsidiaries, 00000 xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx xx Xxxxxxxx, XX 00000,
(hereinafter "Company") and XXXXX XXXX, (hereinafter "Director") with principal
offices at 0000 Xxxxxx Xxxxxxxx Xxxx, Xxxxx 00, Xxx Xxxxx, Xxxxxx 00000,
telephone number 000-000-0000, email: xxx0000@xxxxx.xxx.
Whereas, Director declares it is engaged in an independent business, and has
complied with all federal, state and local laws regarding business permits,
insurances and licenses of any kind that may be required to carry out said
business and the tasks to be performed under this Agreement. Director also
declares that it has and does provide similar product or services to other
companies in addition to services provided to Company.
Whereas, Director operates a legitimate business and desires to provide services
for Company as set forth herein.
THEREFORE, IN CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND THE FOLLOWING
TERMS AND CONDITIONS, THE PARTIES AGREE:
1. SERVICES TO BE PERFORMED. Company engages Director and Director agrees
to:
a. Attend Board Meetings.
b. Assist Management in Operational issues.
c. Review all business contracts, resolutions, and minutes.
2. TERMS OF PAYMENT. Company shall pay Director for the above described
services, as the same are reasonably and acceptably provided upon signing this
Director Agreement. Payments are to be made, costs and fees to be reimbursed and
prices to be charged as follows until otherwise agreed in writing:
a. Company will pay Director a fee of $50,000.00 for services rendered
commencing on Jan.1, 2008 through Sept. 30, 2009. Company has the option to pay
said fee in cash, common stock or preferred stock. In the event the Company is
to pay Director compensation in stock, the effective date of such stock shall be
Jan. 1, 2009.
b. Conversion of Director Fee of Company's Common Stock If Applicable. At
the option of the Company, any outstanding unpaid consulting fee shall be
convertible, at any time and from time to time, into such number of fully paid
and nonassessable shares of the Company's Common Stock by the Conversion Price
(as defined below) in effect at the time of conversion. The Conversion Price at
which free trading shares of Common Stock shall be deliverable upon written
conversion request by Director. Each conversion request shall be less than 4.99%
of the outstanding issued common stock of the corporation. The Conversion Price
shall be the 80% of the average of the twenty (20) Closing Prices during the
last twenty (20) trading days immediately preceding the date of conversion. For
purposes of this Agreement, the term "Closing Price" means, for any security as
of any date, the closing price on the principal securities exchange or trading
market where the Common Stock is listed or traded as reported by Bloomberg, L.P.
("Bloomberg") or, if applicable, the closing price of the Common Stock in the
over-the-counter market in the electronic bulletin board for such security as
reported by Bloomberg, or, if no closing price is reported for the Common Stock
by Bloomberg, then the average of the closing prices of any market makers for
such security as reported in the "pinksheets" by the National Quotation Bureau,
Inc. "Trading Day" shall mean any day on which the Corporation's Common Stock is
traded for any period on the principal securities exchange or other securities
market on which the Common Stock is then being traded.
3. EXPENSES AND EXPENSE REIMBURSEMENT. Company shall reimburse Director and
make payment for requested or necessary pre-approved travel and other expenses
from Director's home base. Any such charges or requests for reimbursement for
these agreed charges shall be invoiced and may be paid separately by Company
either to Director or to the independent supplier for which reimbursement is
sought. Director agree to have Company approve any expenditures before such
expense is incurred.
4. CONTROL. Director retains the sole and exclusive right to control or
direct the manner or means by which the work described herein is to be
performed. Company retains only the right to control the end product or quality
of service delivered to insure its conformity with Company specifications and
the provisions herein.
5. PAYROLL OR EMPLOYMENT TAXES. No payroll, income withholding or
employment taxes of any kind shall be withheld or paid by Company with respect
to payments to Director. The taxes that are the subject of this paragraph
include but are not limited to FICA, FUTA, federal personal income tax, state
personal income tax, state disability insurance tax, and state unemployment
insurance tax. Director represents and covenants that it has and will file and
pay all such payroll, self employment, employment, worker's compensation,
withholding and other taxes and reports as the same might be legally due and
payable to all applicable state and federal authorities. The Director will not
be treated as an employee for state or federal tax purposes. Director hereby
indemnifies and holds harmless Company from any and all duty or obligation
whatsoever relating to the payment or filing for any and all such taxes,
penalties and interest. Director represents that its federal employer
identification number is SSN # ###-##-####.
6. WORKER'S COMPENSATION. No workers compensation insurance has been or
will be obtained by Company on account of Director. Director shall register and
comply with all applicable workers' compensation laws in all applicable states
and Director releases and indemnifies Company from all liability as to working
conditions and the safety or possible injury of Director.
7. TERMINATION. In accordance with Section 2a., this Agreement covers and
relates to services to be provided for the approximately past 630 days from the
effective signing date hereof. It may be renewed on a monthly basis with the
agreement of the parties. Either party may terminate this Agreement by providing
the other party a written 30 days notice.
8. The parties agree that a facsimile signature shall have the same effect
as an actual signature.
Agreed to be effective this 30th day of Sept. 2009 at City of Industry,
California.
INTERNATIONAL BUILDING TECHNOLOGIES
GROUP, INC. XXXXX XXXX
("COMPANY") ("DIRECTOR")
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxx
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XXXXXXX XXXXX XXXXX XXXX
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PRESIDENT SELF
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