CYOP Systems International Inc. a company duly incorporated under the laws of the State of Nevada under Certificate of Incorporation and having a place of business at Golden Cross House, 8 Duncannon Street, Strand, London, WC2N 4JF
THIS
AGREEMENT made as of December 03, 2006 to be effective November 24,
2006.
BETWEEN:
|
CYOP
Systems International
Inc. a
company duly incorporated under the laws of the State of Nevada under
Certificate of Incorporation and having a place of business at Xxxxxx
Xxxxx Xxxxx, 0 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxx, XX0X
0XX
|
(Hereinafter
called the "Company" or “CYOP”)
OF
THE
FIRST PART
AND:
Ocean
Eclipse Holdings Inc. a
company
duly incorporated under the laws of the Province
of
British
Columbia
under
Certificate of Incorporation and having a place of registration
at
Suite
203
- 0000 Xxxxxx Xxxxx, Xxxx Xxxxxxxxx, XX Xxxxxx X0X 0X0. The person who actually
performs the work under this agreement will be Xxxxxxx Xxxxx.
OF
THE
SECOND PART
WITNESSETH
that the parties agree as a follows:
APPOINTMENT
| 1. |
The
Company engages the Consultant to provide services (the “Services”)
described in Schedule “A” attached
hereto.
|
TERM
| 2. |
The
Consultant will provide the Services in accordance with the provisions
of
this Agreement during the term of this Agreement (the “Term”) which Term
will, notwithstanding the date of execution and delivery of this
Agreement, conclusively deemed to have commenced on the effective
date of
this agreement and for a period of five (5) years, unless terminated
pursuant to Article 11, of this
Agreement.
|
PAYMENT
| 3. |
The
Company will pay to the Consultant, $10,000.00 (USD) per month, in
full
payment and reimbursement for providing the Services incurred in
connection therewith, in addition to any bonuses, fees and expenses
in the
amounts, in the manner and at the times set out and attached hereto
and
the Consultant will accept such fees as full payment as
aforesaid.
|
RECORDS
| 4. |
The
Consultant will:
|
| 4.1. |
Establish
and maintain records of the days on which the Consultant provides
Services
and of the time expended on each of these days in providing Services
including travel time;
|
| 4.2. |
Establish
and maintain books of accounts of all expenses incurred in providing
the
Services;
|
| 4.3. |
Maintain
invoices, receipts and vouchers for all expenses referred to in this
Agreement; and
|
| 4.4. |
Upon
the request of the Company, provide information, in summary form,
relative
to the records referred to in this
Agreement;
|
| 4.5. |
and
the Company will have access at all reasonable times to such records,
books of account, invoices, receipts and vouchers for the purposes
of
copying or auditing (or both) the
same.
|
INDEPENDENT
CONTRACTOR
| 5. |
The
Consultant will be an independent contractor and not the servant,
employee
or agent of the Company it being recognized, however, that to the
extent
the provisions of this Agreement result in the creation of an agency
relationship to allow the Consultant to perform certain of the Services
on
behalf of the Company, then the Consultant will, in that context,
be the
agent of the Company, as the case may
be.
|
| 5.1. |
The
Company may, from time to time, give such instructions to the Consultant
as it considers necessary in connection with the provision of the
Services, which instructions the Consultant will follow, but the
Consultant will not be subject to the control of the Company in respect
to
the manner in which such instructions are carried
out.
|
| 5.2. |
The
Consultant will pay, promptly, as the same become due and payable
as a
result or consequence of monies paid or payable by the Company to
the
Consultant pursuant to this Agreement, all taxes, and contributions
payable pursuant to any or all, as the case may be, of the any
contributions deemed required by the Revenue Service of the country
in
which the Consultant is located.
|
| 5.3. |
The
Consultant agrees to indemnify and save harmless the Company against
and
for all and any claims, assessments, penalties, interest charges
and legal
fees and disbursements and taxes incurred as result of having to
defend
same made against the Company as a result of the Consultant’s failure to
comply with Article 5.2, or as a result of any decisions or investigations
made by any government agency or body in connection with the relationship
between the parties hereto.
|
2
| 5.4. |
The
Consultant may, subject to the compliance with the provisions of
this
Agreement and at any time or times during the Term, carry on the
business
of providing services to the general public or other companies either
alone or in association or partnership with another or others, so
long as
it does not create a conflict of interest with the interests of the
Company, or hinders the Consultant from his commitment to providing
the
requisite hours of Services to the Company, or does not prevent him
from
providing the Services in a timely and competent
manner.
|
| 5.5. |
The
Company reserves the right to refuse any person retained by the Consultant
to provide the Services that it deems is unable to provide the Services
in
a manner and standard established by the
Company.
|
| 5.6. |
The
Consultant will not in any manner whatsoever commit or purport to
commit
the Company to the payment of any money to any person, firm, or
corporation except with the prior written permission of the
Company.
|
CERTIFICATIONS
AND LICENCES
| 6. |
The
Consultant will at his own cost, obtain and maintain in force throughout
the Term of this Agreement all certifications and licenses necessary
to
qualify himself in connection with carrying out his business and
to
provide the Services in a lawful manner to the
Company.
|
REPORTS
| 7. |
The
Consultant will upon request, from time to time, of the Company fully
inform the Company of the matters and things done, and to be done
by the
Consultant in connection with the provisions of the Services and,
if so
requested by the Company, submit such information in writing in a
timely
manner.
|
| 7.1. |
All
property including, but not limited to, files, manuals, equipment,
securities, and monies of any and all customers of the Company related
to
the provision of the Services that are, from time to time, in the
possession or control of the Consultant will be, at all times, the
exclusive property of the Company. All aforesaid property will be
forthwith delivered by the Consultant to the Company on the earlier
of:
|
| 7.1.1. |
The
termination of this Agreement; or
|
| 7.1.2. |
The
completion by the Consultant of the provisions of the Services with
respect thereto; or
|
| 7.1.3. |
Upon
the request, at any time, by the
Company.
|
CONFIDENTIALITY
| 8. |
The
Consultant will treat as confidential and will not, without the prior
written consent of the Company, publish, release or disclose or permit
to
be published, released or disclosed, either before or after the
termination of this Agreement, any information supplied to, obtained
by,
or which comes to the knowledge of the Consultant as a direct or
indirect
result of this Agreement except insofar as such publication, release
or
disclosure is necessary to enable the Consultant to fulfill the
obligations under this Agreement.
|
3
| 8.1. |
During
the term of contract and for 12 months thereafter, the Consultant
will not
use, directly or indirectly, for his own benefit, or disclose, except
in
the performance of his duties
hereunder:
|
| 8.2. |
Any
trade secrets, confidential information or know-how relating to
customers;
|
| 8.3. |
Any
agreements or communications, written or verbal, including but not
limited
to, information regarding the Company’s Business which he has known since
his association with the Company, or becomes aware of during his
contract
with the Company,
|
| 8.4. |
To
any person or persons, other than the directors or the management
of the
Company. This restriction will not apply to any knowledge or information
which is or may become (otherwise and through a default of the Consultant)
available to the public generally; or to any information required
to be
given or made public pursuant to an order of a court of competent
jurisdiction or to information which is or becomes known to the Consultant
on a non-confidential basis prior to his receipt of the information
during
the course of discharging his duties to the
Company.
|
CONFLICT
AND NON-COMPETITION
| 9. |
The
Consultant will not, during the Term, provide any services to any
person,
firm, or corporation where the performance of that service or the
provision of that advice may or does, in the reasonable opinion of
the
Company, give rise to a conflict of interest between the obligations
of
the Consultant, under this Agreement, and the obligations of the
Consultant to such other person, firm or
corporation.
|
| 9.1. |
If
the Consultant is asked by any person, firm, or corporation, otherwise
than pursuant to this Agreement, to perform a service or to advice
and in
the opinion of the Consultant the performance of that service or
the
provision of that advice might result in the Consultant breaching
Article
9, then the Consultant will forthwith notify the Company, of the
particular circumstances and the Company will thereafter promptly
notify
the Consultant whether or not the Consultant may, in light of those
circumstances and Article 9, perform that service or provide that
advice.
|
| 9.2. |
The
Consultant further agrees to not, directly or indirectly, solicit
any of
the existing customers of the Company for any purpose which may be
construed in any way as in direct or indirect competition with the
Company
for a period of 12 months from the date of termination of the Consultant's
contract with the Company.
|
4
ASSIGNMENT
AND SUB-CONTRACTING
| 10. |
The
Consultant will not, without the prior written consent of the Company,
assign or transfer this Agreement or sub-contract any or all of the
obligations of the Consultant under this
Agreement.
|
| 10.1. |
No
sub-contract entered into by the Consultant will relieve the Consultant
from any of the Consultant’s obligations under this Agreement or impose
any obligations or liability upon the Company to any such sub-contractor.
|
| 10.2. |
The
Consultant may, notwithstanding, assign any or all of the monies
payable
by the Company to the Consultant pursuant to this Agreement to any
person,
firm or corporation.
|
TERMINATION
| 11. |
Notwithstanding
any other provision of this Agreement,
if:
|
| 11.1. |
the
either party fails to comply with any provision of this Agreement;
or
|
| 11.2. |
any
representation or warranty made by either party in this Agreement
is
untrue or incorrect; or
|
| 11.3. |
either
party breaches any covenant in Article
8.
|
| 11.4. |
Then,
and in addition, to any other remedy or remedies available to the
Company,
the Company may, at its sole discretion and option, terminate this
Agreement by written notice of termination given by the Company to
the
Consultant and if such option is exercised, the Company will not
be under
any further obligation to the Consultant except to pay the Consultant
such
fees and expenses as the Consultant may be entitled to receive, pursuant
to Schedule “B” attached hereto, for Services provided and expenses
incurred in connection therewith to the date this Agreement is so
terminated.
|
| 11.5. |
Notwithstanding
any other provision of this Agreement, this Agreement may be terminated
by
either party giving, at any time, and for any reason, 90 days prior
written notice of termination to the other party and if this Agreement
is
so terminated the Company will be under further obligation to the
Consultant to pay to the Consultant fees and expenses subject to
Schedule
A, be entitled to receive pursuant to Schedule “B” attached hereto, for
Services provided and expenses incurred in connection therewith to
the
date this Agreement is so
terminated.
|
| 12. |
CHANGE
OF CONTROL
|
| 12.1. |
After
a Change in Control: If a Change in Control occurs, the Company may
not
provide notice of termination of this Agreement within the one-year
period
after the Change in Control. In other words, in this case, the effective
date of the termination of the Agreement may be no earlier than two
years
after the Change in Control. For all purposes under this Agreement,
the
term " Company " shall include any successor to the Company‘s business
and/or assets that executes and delivers the assumption agreement
described in this Agreement or that becomes bound by this Agreement
by
operation of law.
|
5
| 12.2. |
A
‘Change in Control’ shall mean:
|
| 12.2.1. |
The
consummation of a merger or consolidation of the Company with or
into
another entity or any other corporate reorganization, if more than
50% of
the combined voting power of the continuing or surviving entity’s
securities outstanding immediately after such merger, consolidation
or
other reorganization is owned by persons who were not stockholders
of the
Company immediately prior to such merger, consolidation or other
reorganization; or
|
| 12.2.2. |
the
sale, transfer or other disposition of all or substantially all of
the
Company’s assets; or
|
| 12.2.3. |
A
change in the composition of the Board of Directors, as a result
of which
fewer than one-half of the incumbent directors are directors who
either:
|
| 12.2.3.1. |
Had
been directors of the Company twenty-four (24) months prior to such
change; or
|
| 12.2.3.2. |
Were
elected, or nominated for election, to the Board of Directors with
the
affirmative votes of at least a majority of the directors who had
been
directors of the Company twenty-four (24) months prior to such change
and
who were still in office at the time of the election or
nomination.
|
| 12.3. |
After
a Change in Control, then the Contractor shall be entitled to receive
the
following payments and benefits:
|
| 12.3.1. |
Severance
(2x payment): The Company shall pay to the Contractor following the
date
of the employment termination and over the succeeding 24 months,
in
accordance with standard payroll procedures, an amount equal to the
following:
|
| 12.3.1.1. |
Two
hundred percent (200%) of the Contractor Base Fee in effect on the
date of
the employment termination; Plus
|
| 12.3.1.2. |
Two
hundred percent (200%) of the Contractor’s annual incentive bonus earned
on a quarterly basis as of the date of the termination, assuming
the
Contractor was employed on the last day of the quarter in which
termination of employment occurred.
|
| 12.4. |
Any
other provision of this Agreement or of the Corporation’s Incentive Bonus
Plan notwithstanding, after the amount described in this Subsection
(a)
has been paid to the Contractor, the Contractor shall have no further
interest in such Plan.
|
| 12.5. |
No
Mitigation: The Contractor shall not be required to mitigate the
amount of
any payment or benefit contemplated by this section, nor shall any
such
payment or benefit be reduced by any earnings or benefits that the
Contractor may receive from any other source. The
Continuation Period shall be counted as employment with the Company
for
purposes of vesting in each of the incentive awards heretofore or
hereafter granted to the Contractor by the Company,
any contrary provisions of such awards or the applicable plan
notwithstanding. This Subsection shall not be construed to require
any
member of the Company
to
grant any new awards to the Contractor during the Continuation Period.
The
parties understand and agree that the Continuation Period also counts
as
employment with the Company
for
purposes of determining the expiration date of any incentive award
granted
by any member of the Company
and
held by the Contractor when employment
terminates."
|
6
| 13. |
INDEMNIFICATION
|
| 13.1. |
The
Company shall indemnify the Consultant if he is a party or is threatened
to be made a party to any threatened, pending or completed action,
suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by, or in the right of the Company) by reason
of the
fact that he is or was a director, officer, employee or agent of
the
Company, or is or was serving at the request of the Company as a
director,
officer, employee or agent of any other corporation, partnership,
joint
venture, trust or other enterprise against expenses (including attorney's
fees), judgments, fines, amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding, including any appeal thereof, if he acted in good faith
in a
manner he reasonably believed to be in, or not opposed to the best
interests of the Company, and with respect to any criminal action
or
proceeding, had no reasonable cause to believe that his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contenders or
its
equivalent shall not create, of itself, a presumption that the person
did
not act in good faith or in a manner which he reasonably believed
to be
in, or not opposed to, the best interests of the Company or, with
respect
to any criminal action or proceeding, had reasonable cause to believe
that
his conduct was unlawful.
|
| 13.2. |
To
the extent that the Consultant has been successful on the merits
or
otherwise in defense of any action, suit or proceeding referred to
in
Section 12.1 above, or in any defense of any claim, issue or matter
therein, he shall be indemnified against expenses, including attorneys
fees, actually and reasonably incurred by him in connection
therewith.
|
OFFICE
SPACE AND CLERICAL ASSISTANCE
| 14. |
The
Consultant, in connection with the provision of any of the Services,
shall
be provided with office space, business equipment, or clerical assistance
then the Company shall provide the Consultant with such office space,
business equipment, or such clerical assistance as the Consultant
considers necessary for such period or periods of time.
|
7
ABSENCE
| 15. |
The
Consultant may, during the Term, absent himself from providing the
Services for up to 60 working days, or such other absence in the
aggregate, provided that:
|
| 15.1. |
the
Company’s Board of Directors pre-approves, any such absence;
and
|
| 15.2. |
and
pursuant to Schedule “A”, consultant shall be paid in full for 30 days per
calendar year; and
|
| 15.3. |
if
this Agreement is, for any reason, terminated prior to the end of
the
Term, then the Consultant will, on a pro rata basis, account for
any
absence for purposes of determining fees and expenses that the Consultant
may be entitled to receive, pursuant to Schedule “B” attached
hereto.
|
NON
WAIVER
| 16. |
No
provision of this Agreement and no breach by a party of any such
provision
will be deemed to have been waived unless such waiver is in writing
signed
by other party.
|
| 16.1. |
The
written waiver by a party of any breach of any provision of this
Agreement
by other party will not be deemed a waiver of such provision or of
any
subsequent breach of the same or any other provision of this
Agreement.
|
ARBITRATION
| 17. |
All
claims, disputes and other matters in questions arising out of or
relating
to this Agreement or to a breach or alleging breach thereof may,
if the
parties mutually agree in writing, be referred to a single arbitrator
under the Commercial
Arbitration Act,
R.S.B.C. 1996, c. 55, and if so referred, the decision of that arbitrator
will be final, conclusive and binding upon the
parties.
|
NOTICES
| 18. |
Any
notice, other than document or payment that, either party may be
required
or may desire to give to the other party will be conclusively deemed
validly given to and received by the addressee, if served personally
on
the date of such personal service or, if mailed, on the second business
day after the mailing of the same in British Columbia by prepaid
post
addressed, if to the Company:
|
Xxxxxx
Xxxxx Xxxxx,
0
Xxxxxxxxx Xxxxxx,
Xxxxxx,
Xxxxxx,
XX0X
0XX
Attention:
Board of Directors
8
And
if to
the Consultant:
Ocean
Eclipse Holdings Inc.
c/o
Stewart Winch Lawyers
Suite
203
- 0000 Xxxxxx Xxxxx, Xxxx Xxxxxxxxx, XX Xxxxxx X0X 0X0
| 18.1. |
Either
party may, from time to time, advise the other party by notice in
writing
of any change of address of the party giving such notice and from
and
after the giving of such notice the address therein specified will,
for
the purposes of paragraph 16, be conclusively deemed to be the address
of
the party giving such notice.
|
CONSULTANT’S
COVENANTS
| 19. |
The
Consultant acknowledges and agrees that the Company has certain
confidential information which is defined to include, but not limited
to,
knowledge of trade secrets whether patented or not, computer programs,
research and development data, testing and evaluation plans, business
plans, opportunities, forecasts, products, strategies, proposals,
suppliers, sales, manuals, work programs, financial and marketing
information, customer lists or names, and information regarding customers,
contracts and accounts of the Company whether printed or stored
electronically (hereinafter referred to as “Confidential
Information”).
|
| 19.1. |
The
Consultant agrees the Confidential Information developed or acquired
by
the Company is among the Company’s most valuable assets and its value may
be destroyed by dissemination or unauthorized use.
|
| 19.2. |
The
Consultant agrees that during the term of this Agreement, or at any
time
thereafter, he shall not, either directly or indirectly, disclose,
divulge, or communicate any Confidential Information, or any information
whatsoever relating to the Company or its customers to any person
other
than for the Company’s purposes and benefit, and shall not use for any of
his own purposes that he will acquire during the term of his employment
with the Company.
|
| 19.3. |
The
Consultant agrees that he shall not, without the prior written consent
of
the Company, at any time for a period of 12 months following the
date of
termination of this Agreement for whatever circumstance and reason,
and
with or without cause, on his own behalf, or on behalf of any person
competing or endeavouring to compete with the Company, directly or
indirectly, solicit, endeavour to solicit or gain the custom of,
canvass
or interfere with any person that:
|
| 19.3.1. |
is
a customer of the Company at the date this Agreement is
terminated;
|
| 19.3.2. |
was
a customer of the Company at any time within 12 months prior to the
termination of this Agreement;
|
9
| 19.3.3. |
has
been pursued as a prospective customer by or on behalf of the Company
at
any time within 12 months prior to the termination of this Agreement,
and
in respect of whom the Company has not determined to cease all such
pursuit; or
|
| 19.3.4. |
use
his personal knowledge of or influence over any such customer or
any other
person known to the Consultant to be or have been a customer of the
Company to or for his own benefit or that of any other person competing
or
endeavoring to compete with the
Company.
|
| 19.4. |
The
Consultant agrees that upon any termination of this Agreement, he
shall at
once deliver to the Company all books, manuals, reports, documents,
records, effects, money, securities, whether in print or stored
electronically, or other property belonging to the Company or for
which
the Company is liable to others which are in his possession, charge,
control or custody.
|
| 19.5. |
The
Consultant agrees that notwithstanding any termination of this Agreement
for any reason or circumstance whatsoever, and with or without cause,
all
of the provisions entitled “Consultant’s Covenants” in this Agreement and
any other provision in this Agreement necessary to give effect thereto,
shall continue in full force and effect following such
termination.
|
| 19.6. |
The
Consultant agrees that compliance with this Agreement is absolutely
necessary for the Company to protect is overall business and position
in
the marketplace and that a breach of the obligation of secrecy and
confidentiality of information of the Company and the other covenants
and
agreements contained in this Agreement will result in irreparable
and
continuing damages to the Company for which there will be no adequate
remedy at law. As a result and in the event of any breach of any
such
obligation, covenant or agreement, the Company shall be entitled
to such
injunctive and other relief as may be proper or as it may be entitled
to
for each and every instance of such breach from the Consultant.
|
| 19.7. |
The
Company may exercise these remedies at such times and in such order
as it
may choose, and such remedies shall be cumulative. In the event that
the
Company retains counsel in endeavouring to enforce this Agreement,
it
shall be entitled to recover, in addition to all other relief available,
it s related expenses and legal fees, on a solicitor and own client
basis,
as well as all applicable taxes paid and disbursements incurred from
the
Consultant.
|
ENTIRE
AGREEMENT
| 20. |
This
Agreement constitutes the entire agreement between the parties and
no
representations, warranties, understandings or agreements, oral or
otherwise, exist between the parties, except as expressly set out
in this
Agreement.
|
10
MISCELLANEOUS
| 21. |
This
Agreement will be governed by and construed in accordance with the
laws of
the Province of British Columbia and the United
Kingdom.
|
| 21.1. |
The
Schedules to this Agreement are an integral part of this Agreement
as if
set out at length in the body of this
Agreement.
|
| 21.2. |
The
headings appearing in this Agreement have been inserted for reference
and
as a matter of convenience only, and in no way define, limit or enlarge
the scope of any provision of this
Agreement.
|
| 21.3. |
If
any covenant or provision contained in this Agreement is determined
to be
void, invalid or unenforceable in whole, or in part for any reason
whatsoever, it shall not be deemed to affect or impair the validity
or
enforceability of any other covenant or provisions herein, and such
unenforceable covenant or provisions or part thereof shall be treated
as
severable from the remainder of the
Agreement.
|
| 21.4. |
No
modification, amendment or variation hereof shall be of effect or
binding
upon the parties unless agreed to in writing by each of them and
thereafter such modification, amendment or variation shall have the
same
effect as if it had originally formed part of this
Agreement.
|
| 21.5. |
In
this Agreement wherever the singular or masculine is used it will
be
construed as if the plural or feminine or neuter, as the case may
be, had
been used where the context or the parties so
require.
|
| 21.6. |
Any
reference to a statute in this Agreement, whether or not that statute
has
been defined or cited, includes:
|
| 21.6.1. |
all
regulations made under it;
|
| 21.6.2. |
any
amendments made to it and in force;
and
|
| 21.6.3. |
any
statute passed in replacement of or in substitution for
it.
|
REPRESENTATIONS
AND WARRANTIES
| 22. |
The
Consultant represents and warrants to the Company
that:
|
| 22.1.1. |
The
Consultant is not aware of any disciplinary matters or proceedings
pending.
|
| 22.1.2. |
He
is not an undischarged bankrupt;
and
|
11
| 22.1.3. |
He
will and if required by law be bonded and all costs associated with
acquiring that bonding will the sole responsibility of the
Consultant.
|
| 22.2. |
All
representations and warranties made in this
Agreement:
|
| 22.2.1. |
are
material;
|
| 22.2.2. |
Will
conclusively be deemed to have been relied upon by the Company in
entering
into this Agreement, notwithstanding any prior or subsequent investigation
by the Company; and
|
| 22.2.3. |
Will
continue in full force and effect so long as this Agreement remains
in
force.
|
IN
WITNESS WHEREOF the parties have executed this Agreement by initialing each
page
and signing below this ___ day of December 2006.
| CYOP Systems International Inc. | ||||
| Per: | ||||
|
(Director) Xxxxxx Xxxxxxxx |
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| Per: |  |
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(Director) Xxxxx Xxxxxxx
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| Xxxxxxx Xxxxx (Consultant) | ||||
| Per: | ||||
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12
Schedule
“A”
| 1. |
The
Consultant agrees to contract Xxxxxxx Xxxxx to perform the
Services.
|
| 2. |
The
Consultant will be engaged as the Chairman of the Board and Chief
Executive Officer of the Company. Duties will
include;
|
| a. |
As
the Chairman of the Board, Consultant shall preside at all meetings
of the
Board of Directors and exercise and perform such other powers and
duties
as may from time to time be assigned to him by the Board of Directors
or
prescribed by Company Bylaws.
|
| b. |
As
Chief Executive Officer, Consultant shall have management powers
of the
corporation. His duties shall include but not be limited to administration
of the corporation, presiding over shareholder meetings, general
supervision of the policies of the corporation as well as general
management. The CEO shall execute contracts, mortgages, loans, and
bonds
under the seal of the corporation. The CEO shall have such other
duties
and powers as determined by the Board of Directors by resolution.
He shall
preside at all meetings of the shareholders, and in the absence of
the
Chairman of the Board, shall preside at all meetings of the Board
of
Directors. He shall be ex-officio a member of all the standing committees,
if any, and shall have such other powers and duties as may be prescribed
by the Board of Directors or by Company
Bylaws.
|
Hours
of Work
| 1. |
The
Consultant will devote such time as is required to maintain corporate
operations to a maximum of 40 hours per week non cumulative, as and
being
a combination of attendance at the Company’s designated office, attending
meetings outside the office and commuting, to provide the
Services.
|
| 2. |
The
Consultant shall be provided 30 days paid vacation per calendar
year.
|
Remuneration
Rate and Payment Schedule
| 3. |
The
remuneration of the Consultant for the Services shall be at the minimum
rate of $10,000.00 USD per month, payable monthly in
advance.
|
| 4. |
The
Term of the contact is five (5)
years.
|
13
Bonus
Structure
| 5. |
The
remuneration for the Consultant shall also provide for an additional
amount(s) based on the monthly gross revenues of the Company. For
each
USD$100,000.00 in gross revenues, the Consultant shall be paid a
bonus of
USD $2500.00. As an example:
|
| Monthly Gross Company Revenue | Monthly Bonus | |
|
USD$100,000.00
|
USD $2500.00 | |
| USD$200,000.00 | USD $5000.00 | |
| USD$500,000.00 | USD $10,000.00 | |
| USD$1,000,000.00 | USD $20,000.00 |
The
remuneration for the Consultant shall also provide for an additional amount(s)
based on the savings made to the Company on its accounts payables list at the
time of the signing of the Agreement. For each USD$100,000.00 the Consultant
removes from the accounts payables on the Company’s balance sheet, the
Consultant shall be paid a bonus of USD $10,000.00 on a pro rated basis. This
is
primarily an incentive to reduce the amounts outstanding due to third
parties.
Stock
Options
| 6. |
The
Consultant shall be immediately eligible for Company stock options
based
on the average daily weighted price of the stock as per NASD & SEC
regulations. The options already paid out will survive any termination
of
the contract by either party. The options shall be issued no later
than
April 01 of each calendar year, payable for the previous
year.
|
The
amount of options shall be as follows:
Year
2006 Options
-
500,000
Year
2007 Options
-
500,000
Year
2008 Options
-
500,000
Year
2009 Options
-
500,000
Year
2010 Options
-
500,000
| 7. |
The
Consultant shall be immediately eligible for Company S8 shares as
per NASD
& SEC regulations. The S8 shares shall be issued no later than April
01 of each calendar year, payable for the previous
year.
|
The
amount of options shall be as follows:
Year
2006 S8
Shares
- 2% of outstanding common shares
Year
2007 S8
Shares
- 2% of outstanding common shares
Year
2008 S8
Shares
- 2% of outstanding common shares
Year
2009 S8
Shares
- 2% of outstanding common shares
Year
2010 S8
Shares
- 2% of outstanding common shares
14
Expenses
| 8. |
The
company shall reimburse business related expenses up to $3000.00
USD in
any calendar month without pre-approval.
|
| 9. |
Any
expenditure in excess of $3000.00 USD cumulative in a given calendar
month
must be pre-approved by the Board of
Directors.
|
| 10. |
Re-imbursements
of said expenses to be made in a timely fashion and in any event
not later
than 30 days after presentation of receipts as described
herein.
|
15
