Exhibit 10.36
CONSULTING AND CONFIDENTIALITY
AGREEMENT
THIS CONSULTING AND CONFIDENTIALITY
AGREEMENT (the “Agreement”), dated as of May
25, 2011, is made and entered into by and between
Integral Technologies, Inc., a Nevada corporation, (the
“Company” or “Integral”) and Paul
Mackenzie, individually, (the “Consultant”).
WHEREAS, the Company desires to engage
Consultant to provide certain consulting services as the Company
may direct; and
WHEREAS, the Consultant is willing to be engaged
by the Company as a consultant and to provide such services in
assisting in the commercialization of Integral’s
ElectriPlast™ and other technologies.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Consulting
. The Company hereby retains Consultant, and Consultant
hereby agrees to be available as a consultant to the Company, upon
the terms and subject to the conditions contained
herein. During the Consultant Term (as hereinafter
defined), Consultant shall provide certain consulting services to
the Company as requested by management.
2.
Term . Subject to
the provisions for termination hereinafter provided, the term of
this Agreement shall commence on the date set forth above (the
“Effective Date”) and shall continue until May 25, 2014
(the “Consultant Term”).
3.
Compensation . In
consideration of the Services (as hereafter defined) to be rendered
by Consultant hereunder, during the Consultant Term the Company
shall pay and grant to Consultant, and Consultant agrees to accept
the following:
(a) As
a consulting fee, $12,000 (twelve thousand) per month (the “
Consulting Fee” ) payable at the beginning of each
month. The decision on whether the Consulting Fee will
be increased will be at the sole discretion of the
Company. The Company shall pay the Consulting Fee to the
Consultant without offset, deduction or withholding of any kind or
for any purpose. The Consultant shall pay any and all taxes,
including, federal, state and local taxes, incurred by him with
respect to the Consulting Fee. The consultant agrees to
delay payment until such time as the Company secures financing
satisfactory to the Board of Directors.
(b) On
the execution of this Agreement, the amount of 112,500 common
shares of the Company and, on the six-month anniversary of the
execution of this Agreement, an additional 75,000 common shares of
the Company, all duly issued.
(c) On
the execution of this Agreement, the Company shall grant to
Consultant 450,000 options for the right to purchase common stock
of the Company. The Grant of Option forms part of this Agreement
and is attached as Exhibit A. These options shall be priced and
vested pursuant to the Grant of Option and as indicated
below.
|
Number of Options
|
|
Vesting Date
|
Expiry Date
|
|
Option Price
|
|
|
75,000
|
|
December 1,
2011
|
December 1,
2014
|
|
$
|
0.50
|
|
|
75,000
|
|
June 1,
2012
|
June 1,
2015
|
|
$
|
0.50
|
|
|
75,000
|
|
December 1,
2012
|
December 1,
2015
|
|
$
|
0.50
|
|
|
75,000
|
|
June 1,
2013
|
June 1,
2016
|
|
$
|
0.50
|
|
|
75,000
|
|
December 1,
2013
|
December 1,
2016
|
|
$
|
0.50
|
|
|
75,000
|
|
June 1,
2014
|
June 1,
2017
|
|
$
|
0.50
|
|
(d) On
the first year anniversary of the execution of this Agreement the
Company shall grant to Consultant 1,000,000 options for the right
to purchase common stock of the Company. The Grant of Option forms
part of this Agreement and is attached as Exhibit A. These options
shall be priced and vested pursuant to the Grant of Option and as
indicated below.
|
Number of Options
|
|
Vesting Date
|
Expiry Date
|
|
Option Price
|
|
|
200,000
|
|
April 25,
2012
|
April 25,
2015
|
|
$
|
0.001
|
|
|
200,000
|
|
October 25,
2012
|
October 25,
2015
|
|
$
|
0.001
|
|
|
200,000
|
|
April 25,
2013
|
April 25,
2016
|
|
$
|
0.001
|
|
|
200,000
|
|
October 25,
2013
|
October 25,
2016
|
|
$
|
0.001
|
|
|
200,000
|
|
April 25,
2014
|
April 25
2017
|
|
$
|
0.001
|
|
(e) The
consideration to be given by Consultant for the Consulting Fee, the
issue of common stock and the Grant of Options shall include the
following services (the “Services”) over the Consultant
Term: Consultant’s Services shall consist of those
duties and responsibilities as may be established and directed by
the management of the Company. The Company and the Consultant
intend that the Services shall be rendered primarily from the
Consultant's office in Pennsylvania and may be provided
in person at meetings or via telephone or e-mail or other written
communications.
(f) In the
event of a "Change in Control" (as
defined below in this paragraph), any options which have not vested
at the time of the triggering event shall vest
immediately before date of the change in control. A
change in control of the Company shall be deemed to
have occurred if there is any sale, exchange or transfer of
all or substantially all of the assets of
the Company, or if there is any merger or share
exchange involving the Company, which has the result of
effecting a change in control of the business through a change in
management and/or officers and directors of the Company.
4.
Termination .
(a) The
Consultant Term will end on June 14, 2014 (the “
Expiration Date ”), unless sooner terminated (i) by
the death of Paul Mackenzie. or upon Notice of Termination (as
defined below) delivered to Consultant as a result of his
Disability (as defined in Section 4(f) below), (ii) by the Company
at any time prior to the Expiration Date for Cause (as defined in
Section 4(d) below), or (iii) by the Consultant for material breach
of this Agreement by the Company, which is not cured after 30
days’ written notice of such breach by Consultant to
Company. Any termination of the Consultant Term by
the Company or by Consultant (other than termination upon Paul
Mackenzie’s death or for breach by the Company) must be
communicated by written “ Notice of Termination
” to the other party hereto. “ Termination
Date ” means (i) if the Consultant Term has not already
been terminated by such date, the Expiration Date, (ii) if the
Consultant Term is terminated by Paul Mackenzie’s death, the
date of Paul Mackenzie’s death, (iii) if the Consultant Term
is terminated upon Paul Mackenzie’s Disability, by the
Company, the date specified in the Notice of Termination, (iv) if
the Consultant Term is terminated by the Company for Cause, upon
receipt of Notice of Termination by Paul Mackenzie (v)
if the Consultant Term is terminated by Paul Mackenzie upon the
expiration of 30 days following receipt by the Company of
written notice of a breach that has not been cured by
the Company within such period.
(b) If
the Consultant Term is terminated by the Company for Cause, the
Company will pay Consultant only those amounts due as identified in
paragraph 3(a), prorated, to the Termination Date and any
unpaid expenses as of the Termination Date. Upon delivery of
the payment described in this Section 4(b), the Company will have
no further obligation to Consultant under this Agreement.
Consultant shall retain all vested stock options granted him as of
the Date of Termination.
(c) If
Consultant Term is terminated by the Consultant under paragraph
4(a) for material breach of this Agreement by the Company, the
Company will pay Consultant the full amount of the remaining
compensation for the entire Consultant Term as identified in
Section 3(a) as compensation payments become due monthly, plus all
unpaid expenses as of the Termination Date. Consultant
shall retain all vested stock options granted him as of the Date of
Termination.
(d) “Cause”
means any one of the following: (i) a material breach by Consultant
of this Agreement, (ii) Consultant’s conviction of, guilty
plea to, or confession of guilt of, a felony, but expressly
excluding misdemeanor traffic violations, (iii) fraudulent,
dishonest or illegal conduct, gross negligence or willful
misconduct by Consultant in the performance of Services for or on
behalf of the Company or any of its subsidiaries or any other
conduct detrimental to the business, operations or reputation of
the Company or any of its subsidiaries as determined by the
Company’s board of directors (the
“Board”) in good faith, regardless of
whether such conduct is within the scope of Consultant’s
duties, (iv) Consultant’s misappropriation of funds,
(v) Consultant engaging in conduct involving an act of moral
turpitude, (vi) failure to comply with the directions of the
Board, provided that such directions are reasonable, lawful, and
consistent with Consultant’s duties and responsibilities
hereunder, (vii) Consultant’s failure to perform in any
material respect all of Consultant’s obligations and duties
pursuant to this Agreement, (viii) Consultant’s failure
to achieve performance and other goals established by the Board in
good faith from time to time (except where such failure results
from extraordinary circumstances outside of Consultant’s
control (i.e. force majeure ).
(e) “Disability”
means any accident, sickness, incapacity or other physical or
mental disability which prevents Paul Mackenzie from performing
substantially all of the duties Consultant has been assigned by the
management of the Company or any of its subsidiaries for either (i)
30 consecutive days or (ii) 30 days during any period of 365
consecutive days, in each case as determined in good faith by the
Board.
5.
Reimbursement.
The Company will reimburse Consultant for all
reasonable out-of-pocket expenses incurred in connection with this
Agreement.
6.
Confidential Information
. Forming part of this Agreement as Exhibit B, and
to be executed by the Company and Paul Mackenzie is the
Company’s standard Non-Disclosure Agreement.
7.
Independent Contractor
. It is understood and agreed that this Agreement does
not create an
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