EX-4 COMPENSATION AGREEMENT BETWEEN AUTOCARBON AND XXXXX XXXXXXX
COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT (this Agreement") is made as of the 29th day of
September, 2004 by and between Autocarbon, Inc., ("the Company"), a Delaware
corporation and Xxxxx Xxxxxxx, an officer and director of the Company residing
at Suite 2F, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("the President").
WHEREAS, the Company is a publicly traded company whose shares are quoted on the
Pink Sheets;
WHEREAS, the Consultant has provided management services ("Management
Services"); and
WHEREAS, the Company wishes to compensate President for services already
rendered and future services on the following terms and conditions;
NOW, THEREFORE, the Company and the President agree as follows:
1. In exchange for providing the Management Services to Company and as payment
for services already provided, for which the Company currently owes President
the amount of $5,000.00 (the "Balance"), the President shall receive one million
one hundred thousand (1,100,000) S-8 shares of Company's common stock, par value
$.0001 (the "Shares"). President shall not directly or indirectly promote or
maintain a market for the Shares. Moreover, President agrees that the Shares are
not and will not be provided in connection with a capital raising transaction
for the Company, and that Consultant will provide no services relating to any
capital raising or the promotion or maintenance of a market for the shares of
the Company.
2. The Shares will be issued to the President, Xxxxx Xxxxxxx.
3. The President shall use the President's best efforts to assist the Company by
providing the Management Services.
4. The President shall not be liable for any mistakes of fact, errors of
judgment, for losses sustained by the Company or any subsidiary or for any acts
or omissions of any kind, unless caused by the negligence or intentional
misconduct of the President or any person or entity acting for or on behalf of
the President.
5. The Company and its present and future subsidiaries jointly and severally
agree to indemnify and hold harmless the President against any loss, claim,
damage or liability whatsoever, (including reasonable attorneys' fees and
expenses), to which President may become subject as a result of performing any
act (or omitting to perform any act) contemplated to be performed by the
President each pursuant to this Agreement unless such loss, claim, damage or
liability arose out of President's negligence, or intentional misconduct. The
Company and its subsidiaries agree to reimburse President for the reasonable
costs of defense of any action or investigation (including reasonable attorney's
fees and expenses); provided, however, that President agrees to repay the
Company or its subsidiaries if it is ultimately determined that President is not
entitled to such indemnity. In case any action, suit or proceeding shall be
brought or threatened, in writing, against President, it shall notify the
Company within three (3) days after the President receives notice of such
action, suit or threat. The Company shall have the right to appoint the
Company's counsel to defend such action, suit or proceeding, provided that
President consents to such representation by such counsel, which consent shall
not be unreasonably withheld. In the event any counsel appointed by the Company
shall not be acceptable to President, then the Company shall have the right to
appoint alternative counsel for President reasonably acceptable to President,
until such time as acceptable counsel can be appointed. In any event, the
Company shall, at its sole cost and expense, be entitled to appoint counsel to
appear and participate as co-counsel in the defense thereof. President, or his
co-counsel, shall promptly supply the Company's counsel with copies of all
documents, pleadings and notices which are filed, served or submitted in any of
the aforementioned. President shall not enter into any settlement without the
prior written consent of the Company, which consent shall not be unreasonably
withheld.
6. This Agreement shall be binding upon the Company and the President and their
successors and assigns.
7. If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever, (i) the validity, legality
and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any section of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (ii) to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held, invalid
illegal or unenforceable.
8. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any other
provisions hereof (whether or not similar) shall be binding unless executed in
writing by both parties hereto nor shall such waiver constitute a continuing
waiver.
9. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the administration of
this Agreement, that this Agreement shall be governed and construed by the laws
of the State of New York, without regard to conflicts of laws of any other
jurisdiction. The Parties further agree that any action arising out of this
agreement shall be brought exclusively in an appropriate court of New York
having jurisdiction.
11. This Agreement contains the entire agreement between the parties with
respect to the management services to be provided to the Company by the
President and supersedes any and all prior understandings, agreements or
correspondence between the parties.
IN WITNESS WHEREOF, the Company and the President have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written. AUTOCARBON, INC. PRESIDENT:
BY: /s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President Xxxxx Xxxxxxx
and CEO
