Fee Agreement
This
Fee
Agreement (the “Agreement”), dated as of April 30, 2008 (“Effective Date”), is
made by and between Gateway International Holdings, Inc. (“Gateway”), 0000 Xxx
Xxxxxx, Xxxxxx, XX, its future heirs or assignees, and Xxxxxxx X. Xxxxxxxxx,
an
individual (“Kasprisin”), of 00 Xxxxxxxxxx, Xxxx Xxxxxx, XX, 00000.
RECITALS
WHEREAS,
Kasprisin was previously Gateway’s Chief Financial Officer;
WHEREAS,
Gateway currently does not have a Chief Financial Officer;
WHEREAS,
Kasprisin has represented to Gateway that Kasprisin has extensive knowledge
and
experience in the public companies and has extensive experience in corporate
governance and financial management that would result in positive value to
Gateway.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
herein and other valuable consideration, the parties acknowledge the receipt
and
adequacy of which hereto, the parties hereby agree as follows:
1.
Kasprisin’s
Services.
Kasprisin will provide the following services and/or other valued relationships
in
connection with a this Agreement:
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(A)
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Function
as “Part-Time” Chief Financial Officer for the Company providing a minimum
of 10 hours per month involved in:
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a.
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Review
of monthly financial statements prepared by Company’s
controller;
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b.
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Meetings
with management to review internal controls and financial
results;
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c.
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Meetings
with financial experts engaged by the Company to assist controller
in
preparation of financial reports.
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(B)
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Participate
as a member of the Board of Directors of
Gateway.
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(C)
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Advise
and assist Gateway
with
key industry information and intelligence so Gateway
can
to acquire
synergistic companies that match its search criteria and strategy.
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(D)
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Assist
Gateway
in
its valuation and evaluation of the business operations, properties,
financial projections and prospects of
potential transactions.
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(E)
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Assist
in identifying and screening sources of additional financing for
any
investment transaction if needed.
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(F)
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Assist
in negotiating and/or structuring the terms of an investment transaction
or debt financing if needed.
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(G)
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Participate
in the meetings and negotiations leading to the successful closing
of an
investment transaction
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2.
Kasprisin’s
Compensation from Gateway.
In
consideration for the services set forth in Section 1, above, Gateway
agrees
to
pay to Kasprisin the following compensation:
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(A)
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Part-Time
Chief Financial Officer
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a.
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$1,500
(USD) per month for a period of three months, unless extended by
mutual
agreement of the parties, paid on or before the 1st of each month
from the
execution date of this agreement
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(B)
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Board
of Directors
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a.
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50,000
shares of the Company’s Common Stock payable upon the earlier of a “Change
in Control” as defined below or resignation or termination of position as
a member of Gateway’s Board of
Directors.
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b.
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An
additional 25,000 shares on April 1, 2009 should Kasprisin continue
as a
member of the Board of Directors on April 1, 2009 and 25,000 shares
annually upon each subsequent April 1st
that Kasprisin is a member of the Board of Directors. Shares
received are payable upon the earlier of a “Change in Control” as defined
below or resignation or termination of position as member of Gateway’s
Board of Directors subsequent to the award of additional
shares.
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3.
Change
in Control
As
used
in this Agreement, the phrase “Change in Control” shall mean:
(a)
Except
as
provided by subparagraph (b) hereof, the acquisition by any person, entity
or
“group”, within the meaning of Section 13(d)(3) or 14(d)(4) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) of beneficial ownership
(within the meaning of Rule 13d-3) promulgated under the Exchange Act) of 50%
or
more of the combined voting power of the then outstanding securities entitled
to
vote generally in the election of directors of the Company; or
(b)
Approval
by the Board of a reorganization, merger or consolidation of the Company with
any other person, entity or corporation, other than:
(i)
a
merger or consolidation which would result in the voting securities of the
Company immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of another entity)
more
than 50% of the combined voting power of the securities entitled to vote
generally in the election of directors of the Company or such other entity
outstanding immediately after such merger or consolidation; or
(ii)
a
merger or consolidation effected to implement a recapitalization of the Company
or similar transaction in which no person, entity or group acquires beneficial
ownership of 50% or more of the combined voting power of the securities entitled
to vote generally in the election of directors of the Company outstanding
immediately after such merger or consolidation; or
(iii)
Approval by the Board of a plan of complete liquidation of the Company or an
agreement for the sale or other disposition by the Company of all or
substantially all of the Company’s assets (other than a liquidation or sale
pursuant to which all or substantially all of the Company’s assets continue to
be owned by an affiliate of the Company).
4.
Termination
of Agreement.
In regards to the Part Time Chief Financial Officer services, this Agreement
shall be in effect for a minimum period of three (3) months from the Effective
Date hereof. This Agreement will automatically renew for 30 day periods
unless notified 5 days in advance of the 1st
of the
next month. In regards, to being a member of the Board of Directors,
Kasprisin will serve as a member of the Board of Directors until the earlier
of
his resignation as a director or until such time as new directors are
elected.
5.
Disclaimer.
It is
expressly understood between the parties hereto that Kasprisin is not an
employee of Gateway (or any affiliate thereof).
6.
Indemnification.
Gateway
shall to the full extent permitted by law and the Company’s organizational
documents, upon demand by Kasprisin, indemnify, defend, release and hold
Kasprisin harmless from and against any and all claims, suits, damages,
liabilities, judgments, costs and expenses, including but not limited to
reasonable legal fees, settlements and judgments, regardless as to any insurance
coverage the Company may or may not have.
7.
Kasprisin’s
Expenses.
Gateway
shall reimburse Kasprisin for reasonable business expenses incurred during
the
term of this Agreement and any such expenses will be pre-approved by
Gateway.
8.
Amendments
and Waiver. No
amendment or modification hereto or waiver of the terms hereof shall be valid
unless in writing executed by each of the parties hereto. No waiver of any
term, provision or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a further waiver of any such term,
provision or condition or as a waiver of any other term, provision or
condition.
9.
Entire
Agreement. This
Agreement contains all of the agreements of the parties hereto with respect
to
any matter covered or mentioned in this Agreement, and no prior agreements
or
understandings pertaining to any such matters shall be effective for any
purpose. No provisions of this Agreement may be amended or added to except
by an agreement in writing signed by the parties hereto or their respective
successors in interest. This Agreement shall not be effective with respect
to, or binding on any party until fully executed by both parties
hereto.
10.
Governing
Law. This
Agreement shall be governed by the laws of the State of California,
notwithstanding applicable conflicts of law principles or statutes.
11.
Attorneys’
Fees. In
the event any action or proceeding is brought by either party against the other
to enforce the terms of this Agreement, the prevailing party(s) shall be
entitled to recover its reasonable attorneys’ fees actually incurred in such
action or proceeding, in addition to such other relief as may be
awarded.
12.
Counterparts.
This Agreement may be executed in any number of counterparts and by different
parties on separate counterparts, each of which counterpart, when so executed
and delivered, shall be deemed an original and all of which counterparts, taken
together, constitute one and the same Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
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“Gateway”
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“Kasprisin”
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Gateway
International Holdings, Inc.
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Xxxxxxx
X. Xxxxxxxxx
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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An
Individual
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