SERVICE AGREEMENT
This Service Agreement dated for reference as of the 1st day of March 2005.
BETWEEN:
OLYMPUS PACIFIC MINERALS INC..
(the "Company")
OF THE FIRST PART
AND:
XXXXX XXXX.
(the "Service Provider")
OF THE SECOND PART
WHEREAS:
A. The Company has agreed to retain the Service Provider as Vice-President
Exploration, of the Company and the Service Provider and the Company wish
to document the basis on which the Service Provider will provide such
services to the Company.
B. The Service Provider and the Company have agreed to enter into this service
agreement to evidence the responsibilities, compensation and other benefits
to be received by the Service Provider in respect to such service.
NOW THEREFORE, in consideration of the mutual covenants and premises herein
contained, in consideration of the Service Provider continuing to provide its
services to the Company, and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by the parties) the
Service Provider and the Company hereby agree as follows:
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1. Interpretation
For all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:
(a) "affiliate" has the meaning given to it by the Business Corporations
Act (Yukon);
(b) "Board" means the Board of Directors of the Company;
(c) "this Agreement" means this service agreement as from time to time
supplemented or amended by one or more agreements entered into
pursuant to the applicable provisions hereof;
(d) all references to currency mean Canadian currency;
the headings are for convenience only and are not intended as a guide
to interpretation of this Agreement or any portion hereof; and
(e) a reference to a statute includes all regulations made pursuant
thereto, all amendments to the statute or regulations in force from
time to time, and any statute or regulation which supplements or
supersedes such statute or regulations.
2. Engagement
(a) The Company hereby retains the Service Provider to act as a
Vice-President Exploration, and the Service Provider hereby accepts to
provide such service to the Company and subject to the terms and
conditions hereinafter set forth.
(b) The service will commence on the date of this Agreement and will
continue for a period of two years from this date until terminated as
hereinafter provided.
(c) The Service Provider will coordinate and oversee the Company's
exploration programs, with full authority over such functions subject
to the directions of the President and the Chief Executive Officer, to
whom the Service Provider will report. The Service Provider's duties
and authority shall be those commonly associated with the above office
and as assigned by the Board.
(d) The Service Provider will perform his duties primarily from
Fredericton, New Brunswick, but will spend at least one month per
quarter in Vietnam and will otherwise be available to travel as
required by the Company.
(e) The Service Provider will provide his services to the Company on a
full-time basis and will devote his time and attention exclusively to
the affairs of the Company and shall well and conscientiously serve
the Company and use his
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best efforts to promote the interests of the Company during the
continuation of his services. The Service Provider will not engage in
any other employment or selfemployment without the written consent of
the Company.
(f) The Service Provider will perform all services on behalf of the
Company hereunder as an independent contractor, and the Service
Provider will not be considered for any reason to be an employee of
the Company.
3. Compensation
(a) On presentation of an invoice for service rendered under this
Agreement, the Service Provider will be paid a monthly fee of $11,000.
(b) The Service Provider will be provided with frilly paid accommodation
as well as health and accident insurance while performing his services
in Vietnam.
(c) In addition to the above, the Company will reimburse the Service
Provider for all travel expenses, including car rentals, food and
lodging and sundry expenses, including office and telephone costs,
expenses for assignments, relocations and transfers, and all other
expenses actually, necessarily and properly incurred in connection
with the business of the Company or any of its subsidiaries.
(d) The Service Provider shall submit for approval, bills and vouchers
reasonably satisfactory to the direct supervisor supporting all
requests for reimbursement under subsection (c).
(e) Subject to regulatory acceptance, the Service Provider will receive
options to purchase at any time up to and including a date five years
from the date of grant 200,000 shares in the capital of the Company to
be issued within 5 months of the date of the agreement at a maximum
price of C$0.40.
(f) The options will be non transferable except to an entity controlled by
the Service Provider or for estate or retirement planning purposes,
and will vest and be exercisable as follows: 113 immediately following
grant date, 113 nine months after the grant date and 113 eighteen
months after the date of grant, with any options not exercised in the
prior period continuing to be fully exercisable in the subsequent
periods, and will otherwise be subject to the rules of the TSX Venture
Exchange.
(g) The Service Provider will be entitled to participate in any profit
sharing or bonus program from time to time established by the Company,
to such extent and in such amounts as the Board may from time to time
determine.
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(h) If the Service Provider dies during the term of this Agreement all
options which have been granted to that date will immediately become
exercisable for a period equal to the earlier of the expiry date of
such options or twelve (12) months following the date of the Service
Provider's death.
4. Termination
(a) The Service Provider may terminate this Agreement and the services
being provided by giving to the Company at least three (3) months'
written notice and in such case the Service Provider shall not be
entitled to a severance payment and all fees payable to the Service
Provider hereunder and all other obligations of the Company to the
Service Provider hereunder shall cease upon such termination
notwithstanding the provisions of Section 2 or any other Section
hereof.
(b) The Company may terminate this Agreement by giving to the Service
Provider a written notice and by paying the Service Provider in one
lump sum, an amount equals to the time remaining on this Agreement at
the rate stipulated in Section 3(a) plus any amount due to the Service
Provider but not yet billed by the Service Provider at the time the
Company's notice of termination is given, plus the amount of any
expenses reimbursable under Section 3(d). Termination of the Agreement
in accordance with this Section shall relieve the Company from any and
all obligation, liability or claim by the Service Provider, exclusive
of monies owing to the Service Provider up to the date of termination.
(c) In addition to the foregoing the Company may at any time terminate the
services of the Service Provider and this Agreement for any just cause
that would in law permit the Company to, without notice, terminate the
Service Provider, in which event the Service Provider shall not be
entitled to a payment in lieu of notice, but shall be entitled to
receive the full amount of the Service Provider's Fees due through to
the date of the notice of termination, and any options granted to the
Service Provider will be immediately terminated.
(d) Any termination by the Company pursuant to Section 4(b) or (c) shall
be communicated by written Notice of Termination. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision of this Agreement relied
upon and, in the case of a notice of termination for cause under
Section 4(c), shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Service Provider's employment. For purposes of this Agreement, no such
purported termination shall be effective without such notice.
(e) On the termination of his employment for any reason, the Service
Provider will concurrently deliver to the Company all documents,
financial statements, records, plans, drawings and papers of every
nature in any way relating to the
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affairs of the Company and its associated or affiliated companies
which may be in his possession or under his control.
(f) The Company shall have full rights to offset any money properly due by
the Service Provider to the Company against any amounts payable by the
Company to the Service Provider hereunder.
5. Change of Control
(a) In the event of a change of control in the Company's ownership
resulting from a "take-over" bid, the Agreement will be deemed
terminated and termination will be handled as mentioned in 4 (b) and
this, whether or not the party that have gain control decides to
retain the Service Provider services after the change in control.
(b) In the event of a change of control in the Company's ownership
resulting from a "take-over" bid, all stock options previously granted
to the Service Provider will immediately become vested and fully
exercisable.
6. Successors, Binding Agreement
This Agreement shall tenure to the benefit of and be binding upon and shall
be enforceable by and against the Company's successors and assigns. The
Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all, or substantially all,
of the business or assets of the Company, by agreement in form and
substance satisfactory to the Service Provider, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had
taken place. As used in this Agreement, the "Company" shall be defined in
the preamble to this Agreement and include any successor to its business or
assets which executes and delivers the agreement provided for in this
paragraph 5 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law. This Agreement shall
tenure to the benefit of and be enforceable by the Service Provider's
heirs, administrators, executors and successors to the extent permitted
herein.
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Notices
For the purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been
duly given when delivered or mailed in Canada by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
(a) If to the Service Provider:
Xxxxx Xxxx
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxxxxxxx
X0X 0X0
Fax: 000-000-0000
(b) If to the Company:
Attention: Xx Xxx Xxxxxx - President & CEO
Xxxxx 000
00 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx, X0X 0X0
Fax :000-000-0000
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
8. Governing Law
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Province of Ontario.
9. Miscellaneous
No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing signed by
the Service Provider and the Company. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with any
condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
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10. Severability
The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability or any other provision of
this Agreement, which shall remain in full force and effect.
11. Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute
one and the same Agreement.
12. Assignability
Neither of the parties hereto shall, without the consent of the other,
assign or transfer this Agreement or any rights or obligations hereunder.
Without limiting the foregoing, the Service Provider's right to receive
payments hereunder shall not be assignable or transferable, whether by
pledge, creation of a security interest or otherwise, and in the event of
any attempted assignment or transfer contrary to this paragraph the Company
shall have no liability to pay any amount so attempted to be assigned or
transferred. Notwithstanding the generality of the foregoing, the Service
Provider may assign his rights and obligations pursuant to this Agreement
to a company or other entity wholly controlled by the Service Provider
which first undertakes to the Company to make the Service Provider's
services available to the Company on identical terms and conditions as this
Agreement.
13. Confidentiality
The Service Provider shall not either during the term of this Agreement or
at any time thereafter divulge, publish or otherwise reveal either directly
or indirectly or through any person, firm or corporation the private
affairs or secrets of the Company, its subsidiaries or affiliates to any
person or persons other than the Directors of the Company and shall not
without the written consent of the Company either during the continuance of
this Agreement or at any time thereafter use for his own purpose or any
purpose other than those of the Company any information he may acquire in
relation to the business and affairs of the Company. The Service Provider
agrees, during the term of this Agreement and at all times thereafter to
keep confidential all information and material provided to him by the
Company, excepting only such information as is already known to the public,
and including any such information and material relating to any customer,
vendor or other party transacting business with the Company, and not to
release, use or disclose the same except with the prior written permission
of the Company. The within understanding shall survive the termination or
cancellation of this Agreement, even if occasioned by the Company's breach
or wrongful termination. Each of the Service Provider and
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the Company agree to keep the financial terms of this Agreement
confidential, except to the extent as may be required for compliance with
applicable regulatory and securities rules, regulations and laws.
14. Competitive Activity
During the term of this Agreement and for a period ending one (1) year
following the date of termination of this Agreement, the Service Provider
shall not engage in any Competitive Activity. For purposes of this
Agreement, "Competitive Activity" shall mean the Service Provider's
participation, without the written consent of an officer of the Company,
such consent not to be unreasonably withheld, in the management of any
business operation of any enterprise if such operation (a "Competitive
Operation") engages in substantial and direct competition with any mineral
exploration activity or mining operation actively conducted by the Company
or its subsidiaries on the date of termination of this Agreement. For
purposes of this Section 13, mineral exploration activity or a mining
operation shall be considered in substantial and direct competition with
the Company if such mineral exploration or mining operation is conducted
within the country of Vietnam. "Competitive Activity" shall not include:
(i) the mere ownership of securities in any enterprise; or (ii)
participation in the management of any enterprise or any business operation
thereof, other than in connection with a Competitive Operation of such
enterprise.
15. Time of the Essence
Time shall be of the essence of this Agreement.
16. Entire Agreement
This Agreement represents the entire agreement between the Service Provider
and the Company concerning the subject matter hereof and supersedes any
previous oral or written communications, representations, understandings or
agreements with the Company or any of its officers or agents.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
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delivered as of the day and year first above set forth.
OLYMPUS PACIFIC MINERALS INC.
by its Authorized signatory
Per:
--------------------------------
XXXXX XXXX
-------------------------------------
Dear Xxxxx,
I am please to advise you that the Board has approved the following revisions to
your Service Agreement dated March 1, 2005.
Toronto payroll
You are to be placed on Toronto payroll effective August 1, 2006: i.e. you will
become a full time employee of the company. Note: It may be necessary to draft a
new employee contract that contains these points. No new agreement required
these agreements to be deemed incorporated in the agreement
Service Term
Clause 2 (b) amended to reflect that the service will commence on the date of
this Agreement and will continue for a period of three years from this date (for
clarity, MARCH 1, 2005 TO MARCH 1, 2008) until terminated as hereinafter
provided.
Compensation
The monthly fee will be increased to CDN $ 12,500 effective July 1, 2006.
COMPANY Bonus Plan
The maximum ANNUAL cash bonus will be adjusted to US $25,000 and maximum annual
potential bonus to US $50,000.
Annual Stock Option Plan
You will continue to take part in the Company's Stock Option Plan and in
accordance will be granted an appropriate number of share purchase options to
reflect your position and contributions to the company, with the number of
options granted to be not less than 300,000 per year.
300,000 options to be granted and vest effective 9 August 06 exercisable at 50c
a further 300,000 to be granted 1/3/07 at an exercise price calculated 5 day
weighted average prior to that date vesting as to 100,000 1/3/07 100,000 1/9/07
and 100,000 1/3/08
I would personally like to thank you for your excellent work and team work and I
look forward to a long and productive working relationship with you.
