LEGAL CONSULTANT COMPENSATION AGREEMENT
EXHIBIT 99
LEGAL CONSULTANT COMPENSATION AGREEMENT
THIS LEGAL CONSULTANT COMPENSATION AGREEMENT (the "Agreement") is made this 1st day of October 2002, between Rocky Mountain Energy Corporation, a Nevada corporation ("RMEC"), and Xxxxxxx X. Xxxxxxxx , who has executed and delivered this Agreement by the execution and delivery of the Counterpart Signature Page which is designated as Exhibit "A"
WHEREAS, the Board of Directors of RMEC has adopted a written compensation agreement for compensation of Xxxxxxx X. Xxxxxxxx a natural person; and
WHEREAS, RMEC engaged Xxxxxxx X. Xxxxxxxx to provide services at the request of and subject to the satisfaction of its management, for which RMEC agrees to compensate Xxxxxxx X. Xxxxxxxx; and
WHEREAS, Xxxxxxx X. Xxxxxxxx has provided services at the request and subject to the approval of the management of RMEC; and
WHEREAS, a general description of the nature of the services performed and to be performed and the maximum value of such services under this Agreement is set forth in the Counterpart Signature Pages and exhibits thereto; and
WHEREAS, RMEC and Xxxxxxx X. Xxxxxxxx intend that the Agreement and the services performed hereunder were and shall be made, requested and performed in such a manner that the Agreement shall be a "written compensation agreement" as defined in Rule 405 of the Securities and Exchange Commission ("Commission") pursuant to which RMEC may issue "freely tradeable" shares (except as may be limited by "affiliate" status) of its common stock as payment for services rendered pursuant to an S-8 Registration Statement to be filed with the Commission by RMEC;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, it is agreed:
Section 1
Compensation Plans
1.1 Employment. RMEC hereby employs Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx hereby accepts such employment, and have performed and, if applicable, will perform the services requested by management of RMEC to its satisfaction during the term hereof. The services performed by Xx. Xxxxxxxx hereunder have been and will be personally rendered by Xx. Xxxxxxxx, and no one acting for or on behalf of Xx. Xxxxxxxx, except those persons normally employed by Xx. Xxxxxxxx in rendering services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractor. Regardless of Xx. Xxxxxxxx'x status as "employee" under Rule 405 of the Commission, all services rendered by Xx. Xxxxxxxx hereunder have been rendered as an independent contractor, and Xx. Xxxxxxxx shall be liable for any taxes, withholding or other similar taxes or charges, and Xx. Xxxxxxxx shall indemnify and hold RMEC harmless therefrom; it is understood and agreed that the value of all such items has been taken into account by Xx. Xxxxxxxx in computing the billable rate for the services Xx. Xxxxxxxx has rendered and agreed to render to RMEC.
1.3 Term. All services performed at the request of RMEC by Xx. Xxxxxxxx have either been performed and completed, or shall be performed within twelve months from the date hereof, at which time the Agreement shall terminate.
1.4 Payment. RMEC and Xx. Xxxxxxxx agree that RMEC shall pay the invoices of Xx. Xxxxxxxx for the services performed under the Agreement by the issuance of shares of its common stock with an agreed upon value of $.25 per share; provided, however, such shares of common stock shall be issued pursuant to and shall be subject to the filing and effectiveness of a Registration Statement on Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. Xx. Xxxxxxxx have provided or shall provide RMEC with written invoices detailing the services duly performed and/or the retainer or flat fee for such services. Such invoices shall be paid by RMEC in accordance with Section 1.4 above. The submission of an invoice for the services performed by Xx. Xxxxxxxx shall be deemed to be a subscription to purchase shares of common stock of RMEC at the price outlined in Section 1.4 above, subject only to the filing and effectiveness of a Registration Statement on Form S-8 covering such shares with the Commission.
1.6 Common Stock Price. To the extent deemed required or necessary and for all purposes of the Agreement, Xx. Xxxxxxxx shall have an "option" with a cashless exercise, covering such shares of common stock at the per share price set forth in paragraph 1.4 above during the term hereof; Xx. Xxxxxxxx assume the risk of any decrease in the per share price or value of the shares of common stock of RMEC that may be issued by RMEC for services performed by Xx. Xxxxxxxx hereunder, and Xx. Xxxxxxxx agree that any such decrease shall in no way affect the rights, obligations or duties of Xx. Xxxxxxxx hereunder.
1.7 Limitation on Services. None of the services rendered by Xx. Xxxxxxxx and paid for by the issuance of shares of common stock of RMEC shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. Subject to the filing and effectiveness of a Registration Statement on Form S-8 of the Commission covering such shares, one or more stock certificates representing such shares shall be delivered to Xx. Xxxxxxxx at the addresses listed on the Counterpart Signature Pages, unless another address shall be provided to RMEC in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and Price Per Share. RMEC and Xx. Xxxxxxxx agree that the per share price of shares of common stock that may be issued by RMEC to Xx. Xxxxxxxx for services performed under the Agreement has been arbitrarily set by RMEC, and was determined based upon an agreed upon value of the stock at the time of this Agreement; however, in the event RMEC shall undergo a merger, consolidation, reorganization, recapitalization, declare a stock dividend of its shares of common stock or cause to be implemented a forward or reverse stock split which affects the present number of issued and outstanding shares of common stock of RMEC prior to the issuance of shares to Xx. Xxxxxxxx, that the per share price and the number of shares issuable to Xx. Xxxxxxxx for services actually rendered hereunder after such event shall be appropriately adjusted to reflect any such event.
Section 2
Representations and Warranties of RMEC
RMEC represents and warrants to, and covenants with, Xx. Xxxxxxxx as follows:
2.1 Corporate Status. RMEC is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary.
2.2 Compensation Plans. The Board of Directors of RMEC has duly adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant to which RMEC may issue "freely tradeable" shares of its common stock as payment for services rendered, subject to the filing and effectiveness of an S-8 Registration Statement to be filed with the Commission by RMEC.
2.3 Registration Statement on Form S-8. RMEC shall engage the services of a competent professional to prepare and file a Registration Statement on Form S-8 with the Commission to cover the shares of common stock to be issued under the Plans; shall cooperate with such professional in every manner whatsoever to the extent reasonably required or necessary so that such Registration Statement shall be competently prepared, which such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and which such Registration Statement shall become effective immediately upon its filing; such Registration Statement shall be prepared at the sole cost and expense of RMEC; and RMEC will provide to Xx. Xxxxxxxx prior to the issuance and delivery of any such shares of common stock a copy of such Registration Statement, the Compensation Plans adopted by its Board of Directors, all quarterly, annual or current reports or other documents incorporated by reference into such Registration Statement and any other similar reports filed or publicly disseminated following the effective date of any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations. RMEC shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such shares of common stock.
2.5 Limitation on Services. RMEC shall not request Xx. Xxxxxxxx to perform any services in connection with any "capital raising" transaction under the Agreement.
2.6 Reports With the Commission. RMEC is required to file reports with the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and RMEC has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than one year; and such reports are or will be true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. RMEC has full corporate power and authority to enter into the Agreement and to carry out its obligations hereunder. Execution of the Agreement and performance by RMEC hereunder have been duly authorized by all requisite corporate action on the part of RMEC, and the Agreement constitutes a valid and binding obligation of RMEC and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of RMEC.
Section 3
Representations and Warranties of Xx. Xxxxxxxx
Xx. Xxxxxxxx represent and warrant to, and covenant with, RMEC as follows:
3.1 Employment. Xx. Xxxxxxxx hereby accept employment by RMEC for the services performed pursuant to this Agreement. The services performed by Xx. Xxxxxxxx hereunder have been personally rendered by Xx. Xxxxxxxx, and persons who they employ or contract with in the regular course of business.
3.2 Sophisticated Investors. Xx. Xxxxxxxx represents and warrants that, by reason of income, net assets, education, background and business acumen, Xx. Xxxxxxxx have the experience and knowledge to evaluate the risks and merits attendant to an investment in shares of common stock of RMEC, either singly or through the aid and assistance of a competent professional, and are fully capable of bearing the economic risk of loss of the total investment of services.
3.3 Suitability of Investment. Prior to the execution of the Agreement, Xx. Xxxxxxxx shall have provided the services outlined in the respective Counterpart Signature Pages to RMEC, and Xx. Xxxxxxxx fully believe that an investment in shares of common stock of RMEC is a suitable investment for Xx. Xxxxxxxx.
3.4 Limitation on Services. None of the services rendered by Xxxxxxx X. Xxxxxxxx and paid for by the issuance of shares of common stock of RMEC shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Xx. Xxxxxxxx have full power and authority to enter into the Agreement and carry out the obligations hereunder. Execution of the Agreement and performance by Xx. Xxxxxxxx hereunder constitutes a valid and binding obligation of Xx. Xxxxxxxx and performance hereunder will not violate any other agreement to which he is a party.
Section 4
Indemnity
RMEC and Xx. Xxxxxxxx agree to indemnify and hold the other harmless for any loss or damage resulting from any misstatement of a material fact or omission to state a material fact by the other contained herein or contained in the S-8 Registration Statement of RMEC to be filed hereunder, to the extent that any misstatement or omission contained in the Registration Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, the Agreement may be terminated (1) by mutual consent of RMEC and Xx. Xxxxxxxx in writing; (2) by either the Directors of RMEC or Xx. Xxxxxxxx if there has been a material misrepresentation or material breach of any warranty or covenant by the other party; and (3) shall automatically terminate at the expiration of the term hereof, provided, however, all representations and warranties shall survive the termination hereof; provided, further, however, that any obligation of RMEC to pay for any services actually rendered by Xx. Xxxxxxxx hereunder shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time, after the execution hereof, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to carry out the intent and purposes of the Agreement.
6.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first-class registered, over night or certified mail.
6.3 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof.
6.4 Headings. The section and subsection headings in the Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.
6.5 Governing law. The Agreement shall be governed by and construed and enforced in accordance with the laws of Nevada.
6.6 Assignment. Neither RMEC nor Xx. Xxxxxxxx can assign any rights, duties or obligations under the Agreement, and in the event of any such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. The Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed the Agreement effective the day and year first above written.
Rocky Mountain Energy Corporation
/s/ Xxxx X. Xxxxxx, President, CEO, Director
EXHIBIT "A"
LEGAL CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Legal Consultant Compensation Agreement between Rocky Mountain Energy Corporation and the undersigned Consultant is executed as of the date set forth herein below.
Consultant:
Xxxxxxx X. Xxxxxxxx
Date: October 1, 2002 /s/ Xxxxxxx X. Xxxxxxxx
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit A attached hereto and incorporated herein by reference as set forth and as will be set forth in invoices
Options for 300,000 shares of RMEC common stock, at a value of $.03 per share.
EXHIBIT A1
(Letterhead of Xxxxxxx X. Xxxxxxxx)
October 1, 2002
Xxxx X. Xxxxxx, President, CEO , Director
Rocky Mountain Energy Corporation
Re: Rocky Mountain Energy Corporation
Dear Xx. Xxxxxx:
This will confirm the rendering of legal services related to a TRO on behalf of your company in exchange for 300,000 shares of stock of Rocky Mountain Energy Corporation.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
