EXECUTIVE SERVICES AGREEMENT
THIS AGREEMENT effective as of the 29th day of February, 1999 is
BETWEEN:
Flintrock Financial Services Inc., a company incorporated under the
laws of the State of Nevada and having an office at Suite 220, 1495
Ridgeview Drive, Reno, Nevada, USA 89509
("FNTF")
AND
XXXXXX XXX XXXXXXX, Of 16700 - 198"' Avenue N.E., Woodinville,
------ --- -------- -
Xxxxxxxxxx XXX 00000
("Van Leeuwen")
WHEREAS Van Leeuwen will provide executive services to FNTF.
AND WHEREAS the parties wish to formalize their relationship with
respect to the executive services provided to FNTF by Van Leeuwen, on the terms
and conditions set forth in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises, and of the covenants, agreements and payments herein contained, the
parties hereto agree as follows:
RETAINER
1. FNTF hereby retains and engages Van Leeuwen to serve as President, Chief
Executive Officer and Chairman of FNTF and Van Leeuwen agrees to serve FNTF in
such capacities, upon the terms and subject to the conditions contained herein.
TERM
2. The initial term of this Agreement (the "Initial Term") shall be a period of
two years commencing March 1, 2000 and ending February 28, 2002, subject to
earlier termination in accordance with paragraphs 10 or 16 of this Agreement.
3. If any parry hereto gives written notice (the "Expiry Notice") to the
other party prior to August 31,2001 ( i.e. SIX MONTH'S NOTICE) that it wishes to
terminate this Agreement at the end
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of the Initial Term, this Agreement shall terminate on February 28, 2002. If no
party gives the others an Expiry Notice, this Agreement shall automatically be
renewed for a further period of one year and thereafter for successive one year
periods, unless an Expiry Notice is providcd in accordance with this paragraph 3
at least six months prior to the end of the year to which such Expiry Notice
relates or this Agreement is otherwise terminated (all renewal years, in the
aggregate, are collectively referred to as the "Renewal Term"). The Initial Term
and the Renewal Term are collectively referred to as the "Term". All terms and
conditions for the Renewal Terms shall be the same as provided in this
Agreement.
DUTIES
4. Subject to paragraph 5, Van Leeuwen shall diligently and faithfully devote
such time and effort to the provision of executive services to FNTF hereunder as
are necessary to efficiently and competently perform the executive services
required by this Agreement, and, in any event, not less than 95% of Van
Leeuwen's working time and expertise, skills, labor and attention shall be
dedicated to the needs of FNTF and the discharge of his duties hereunder. In
particular, Van Leeuwen shall:
(a) fulfil the functions of President and Chief Executive Officer of
FNTF, and Van Leeuwen hereby agrees to serve as such in accordance with this
Agreement. In connection with Van Leeuwen's office, he shall be responsible for
(i) establishment of strategic direction for FNTF;
(ii) establishment of proper organizational structure,
policy, plans and controls for FNTF;
(iii) provision of operating direction and leadership for
FNTF to maximize its productivity, growth and
profitability;
(iv) obtaining financial support for FNTF;
(v) instructing lawyers and auditors for FNTF;
(vi) liaise and be responsible for any franchise related
matter;
(vii) direct FNTF's business expansion in Washington,
Oregon, California and elsewhere; and
(b) perform such other duties related to the ongoing operations of
FNTF as the Board of Directors of FNTF (the "Board") may
require and assign to him from time to time.
5. Van Leeuwen expressly acknowledges and agrees that
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(a) during the Term, Van Leeuwen may not engage in other business
activities for profit including, without limitation, the
provision of services to other public or private companies of
a similar nature to those services to be provided to FNTF
hereunder, or acting as a director or officer of corporations
which are in competition with FNTF.
(b) Van Leeuwen shall not compete, directly or indirectly, with
FNTF or the business of FNTF for a period of one (l) year
after the termination of this Agreement, unless this Agreement
has expired by its terms. The area of non-competition shall
include California, Washington and any other area where FNTF
conducts business. Van Leeuwen acknowledges that this
restriction is fair and reasonable as to both time and
geographic area.
(c) Van Leeuwen agrees to hold the shares of FNTF issued to him
pursuant to the Share Exchange Agreement dated February 12,
2000 for a period of one year.
MONTHLY SALARY
6. Unless otherwise agreed by the parties, FNTF shall pay to Van Leeuwen anal
Van Leeuwen shall be entitled to receive, a salary (the "Monthly Salary") of US
$10,000. The Monthly Salary shall be payable consistent with the standard
payroll practices of FNTF and its affiliates.
BOARD APPOINTMENTS
7. The parties acknowledge and understand that Xxxx Xxxxxxxxx, a Director of
FNTF has tendered his resignation as a Director, effective on the date of FNTF's
acquisition of Abstract Enterprises Corp., which acquisition was approved by the
FNTF Board of Directors on February 25, 2000. Upon such resignation, Van Leeuwen
shall be entitled to appoint a person to fill the unexpired term of Xxxx
Xxxxxxxxx as a Director. Van Leeuwen shall exercise his good faith best efforts
to consummate the acquisition of Abstract as soon as possible after the date of
this Agreement.
STOCK OPTION
8. In addition to the Monthly Salary to be paid to Van Leeuwen hereunder, from
time to time with the consent of the Board and subject to the rules and policies
of the stock exchange or exchanges on which the shares of FNTF are listed, Van
Leeuwen shall be granted an option by FNTF to purchase common shares of FNTF in
amounts and at an exercise price determined by the Board.
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EXPENSES
9. In addition to all amounts agreed to be paid to Van Leeuwen hereunder, FNTF
shall reimburse Van Leeuwen for all reasonable expenses incurred by Van Leeuwen
in the course of performing his duties hereunder, provided that such expenses
arc supported by proper statements or vouchers supplied to FNTF.
TERMINATION PRIOR TO EXPIRATION OF TERM
10. FNTF may terminate this Agreement without further obligations or
liability in the following circumstances:
(a) for cause; immediately and without any notice;
(b) in the event of the death of Van Leeuwen, immediately and
without any notice; and
(c) at any time during the Term:
(i) upon FNTF providing Van Leeuwen with a period of 12
months notice in writing of its intent to terminate;
or
(ii) upon payment (in lieu of notice) by FNTF to Van
Leeuwen of an amount equal to 12 times the Monthly
Salary then in effect.
CONFIDENTIAL INFORMATION
11. For the purposes of this Agreement, the term "Confidential Information and
Materials" includes all information and materials presently belonging to, used
by, or in the possession of FNTF, relating to any companies, businesses or other
assets in which it has an interest and all information and materials which in
the future will belong to, be used by or come into the possession of FNTF
relating to any companies, businesses or other assets, other than such
information as is already generally known any companies, businesses at large.
12. Van Leeuwen acknowledges that All of the Confidential Information and
Materials are, and will continue to be, the exclusive property of FNTF, whether
or not prepared in whole or in part by Van Leeuwen and whether or not disclosed
or entrusted to the custody of Van Leeuwen.
13. Van Leeuwen will not disclose, except as required by law, any Confidential
Information and Materials of FNTF, in whole or in part, to any person or other
entity, for any reason or purpose whatsoever, unless first authorized to do so
by FNTF. Van Leeuwen will not use the Confidential Information and Materials of
FNTF for his own purpose or for the benefit of any other person or entity except
FNTF, whether such use consists of duplication, removal, oral use or disclosure,
the transfer of any
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Confidential Information and Materials in any manner, or any other unauthorized
use, unless FNTF shall have given its prior consent to such use.
14. Upon termination of this Agreement, for whatever reason, Van Leeuwen will
immediately surrender to FNTF all of FNTF's property and other things of value
in his possession or in the possession of any person or other entity under his
control which relates directly or indirectly to any Confidential Information and
Materials or to the business or operations of FNTF.
15. The provisions of paragraphs. 10, 11, 12 and 13 and of this paragraph
14 will survive the termination of this Agreement.
SIGNIFICANT CHANGE
16. In the event of:
(a) a take-over bid which is successful in acquiring common shares
of FNTF;
(b) the change of control of the Board resulting from the election
by the members of FNTF of less than a majority of the persons
nominated for election by Van Leeuwen;
(c) the sale of all or substantially all of the assets of FNTF;
(d) the sale, exchange or other disposition of a majority of the
outstanding shares of FNTF in a single transaction or series
of related transactions;
(e) the termination of FNTF's business or the liquidation of its
assets; or
(f) the merger or amalgamation of FNTF in a single transaction or
series of transactions in which FNTF's shareholders receive
less than 51 percent of the outstanding shares of the new or
continuing corporation;
(each a "Triggering Event"), then, at the option of Van Leeuwen exercisable at
any time within 90 days after the date of the Triggering Event, Van Leeuwen may:
(i) elect to continue his retainer by FNTF in accordance
with the terms of this Agreement, or
(ii) give notice in writing to FNTF that this Agreement
has been terminated, in which event FNTF will pay to
Van Leeuwen the amount provided in paragraph l0(c)
(ii) of this Agreement.
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NOTICE
17. All notices or payments required or permitted to be given hereunder shall be
in writing and shall be delivered personally at the addresses set forth on page
1 hereof or at such other addresses as may from time to time be notified in
writing by the parties hereto. Any notice delivered shall be deemed to have been
given and received at the time of delivery.
ASSIGNMENT
18. Van Leeuwen acknowledges that the services to be provided to FNTF under the
terms of this Agreement are unique and personal, and accordingly Van Leeuwen may
not assign any of his rights or delegate any of his duties or obligations under
this Agreement without the prior written consent of FNTF such consent to be in
the sole and arbitrary discretion of the Board. FNTF may not assign this
Agreement.
MISCELLANEOUS
19. This Agreement enures to the benefit of and is binding upon the parties
hereto and their respective heirs, personal representatives and successors, and,
in the case of Van Leeuwen, his permitted assigns.
20. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada. Any dispute under this Agreement shall be resolved
exclusively by binding, final, non-appealable arbitration under the commercial
arbitration rules of the American Arbitration Association.
21. Time is of the essence of this Agreement.
22. This Agreement may be signed in counterparts, each of which so signed shall
be deemed to be an original, and such counterparts together shall constitute one
and the same instrument.
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23. This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all previous agreements and
understandings including, without limitation, the Share Exchange Agreement dated
February 12, 2000 between the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
February 29, 2000 with effect as of the day and year first above written.
FLINTROCK FINANCIAL SERVICES INC.
Per:
Authorized Signatory
Signed, Sealed and Delivered )
by XXXXXX XXX XXXXXXX in the presence )
of: )
)
/s/ XXXXX XXXXXX ) /s/ XXXXXX XXX XXXXXXX
---------------------------- ) ----------------------
WITNESS ) XXXXXX XXX XXXXXXX
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23. This Agreement contains the entire agreement the parties with respect to the
subject matter hereof and supercedes all previous agreements and understandings
including, without limitation, the Share Exchange Agreement dated February 12,
2000 between the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
February 29, 2000 with effect as of the day and year first above written.
FLINTROCK FINANCIAL SERVICES INC.
Per: /s/ XXXXX XXXXXX
-----------------------------
Authorized Signatory
Signed, Sealed and Delivered )
by XXXXXX XXX XXXXXXX in the presence )
of: )
)
)
---------------------------- ) ----------------------
WITNESS ) XXXXXX XXX XXXXXXX
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