COMPENSATION AGREEMENT BETWEEN AMEREX GROUP, INC.
EXHIBIT
10.2
AND
XXXXXXX XXXXXX
This Compensation Agreement is dated as
of May 15, 2008 between Amerex Group, Inc. an Oklahoma corporation (the
“Company”), and Xxxxxxx Xxxxxx (“Consultant”).
WHEREAS,
the Company has requested the Consultant to provide the Company with legal
services (“Services”) in connection with their business, and the Consultant has
agreed to provide the Company with such Services at her sole discretion, at
hourly rates and otherwise on terms to be negotiated at such time, and reserves
the right, at any time, to agree to or deny such Services; and
WHEREAS, the Company wishes to
compensate the Consultant with shares of its common stock for such services
rendered;
NOW THEREFORE, in consideration of the
mutual covenants hereinafter stated, it is agreed as follows:
1. The
Company will register 800,000 shares of the Company’s common stock, par value
$.001 per share, and issue the shares to the Consultant from time to time
following the filing of a registration statement on Form S-8 with the Securities
and Exchange Commission registering such shares, as set forth in Section 2
below. The Consultant, in her sole discretion, may agree or decline
to perform the Services requested by the Company. If Consultant
agrees to perform services requested, then the hourly rates or other fees for
such services shall be negotiated and agreed upon
contemporaneously.
2. The
shares issued to the Consultant shall represent consideration for those Services
performed by the Consultant for the Company based on the following arrangement:
Upon the rendering of Services, or on a monthly basis, as may be negotiated
between the parties, the Consultant will provide the Company with an invoice and
the Company will then deliver or cause to be delivered to the Consultant, within
15 calendar days after receipt of the invoice, certificates representing shares
of the common stock of the Company, for the full amount of the invoice, based on
per share value that represents a 50% discount to market calculated using the
Volume Weighted Average Price (“VWAP”) for the three trading days prior to the
date of the invoice.
3. The
foregoing compensation plan and the shares to be issued thereunder shall be
registered using a Form S-8. The Company shall file such Form S-8
with the Securities and Exchange Commission within five business days of the
execution of this agreement.
IN
WITNESS WHEREOF, this Compensation Agreement has been executed by the Parties as
of the date first above written.
| CONSULTANT | |
| /s/ Xxxxxxx Xxxxxx | |
| Xxxxxxx Xxxxxx | |
| COMPANY | |
| AMEREX GROUP, INC. | |
| By: /s/ Xxxxxxxx X. Xxxxxx | |
|
Xxxxxxxx X.
Xxxxxx
|
|
|
Chief
Executive Officer
|
