Exhibit No. 10.9
CONSULTANCY SERVICES AGREEMENT
MEMORANDUM OF
AGREEMENT made as of the
1st day, of October. 2008. BETWEEN:
REVETT MINERALS
INC.,
a corporation incorporated under
thelaws of Ontario, Canada,
(hereinafter referred to as the
"Corporation"),
- and
SHANAHAN PARTNERS
LLC,
a limited liability corporation
registered under the laws of the state of New York in the United
States of America,
(hereinafter referred to as
"Consultant Firm"). WHEREAS the
Corporation is a
public company;
AND WHEREAS the business of Consultant Firm includes the
provision of management services, to be provided by John Shanahan,
an employee of Consultant Firm (the "Employee");
AND WHEREAS the Corporation wishes to engage Consultant Firm
to provide consultancy services of its Employee for an interim
basis as the Interim President and Chief Executive Officer of the
Corporation (the "CEO"):
AND WHEREAS Consultant Firm is willing to provide to the
Corporation and/or any of its subsidiaries (hereinafter
collectively referred to as -Revett") the requisite consultancy
services.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the respective covenants and agreements herein contained and for
other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged by each of the parties), the
parties covenant and agree as follows:
DEFINITIONS
In
this Agreement. unless the context otherwise requires. the
following terms shall have the following meanings:
"Board" shall mean the board of directors of the
Corporation. with John Shanahan declaring his interest and
refraining from voting as a Director on any transaction or decision
which is in any way related to his being the CEO.
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"Business
Day" means a day other than a Saturday, Sunday. statutory
holiday or other day on which banks are generally closed in
Ontario.
"Business Combination" shall mean a merger, amalgamation,
takeover or other business combination, resulting from a legal
amalgamation, plan of arrangement or similar corporate process
whereby the Corporation becomes part of another ongoing
corporation, whether the Corporation is the -surviving'
. entity - _ or not, where such merger,
amalgamation, takeover or other business combination is approved by
the necessary majority of the Incumbent Directors;
"Cause" shall mean any act or omission of the Consultant
Firm and/or its Employee which would in law permit an employer to,
without notice or payment in lieu of notice. terminate the
employment of an employee.
"Change of Control" means a transaction or series
of transactions whereby directly or indirectly:
any
person or combination of persons obtains a sufficient number of
securities of the Corporation to affect materially the control of
the Corporation; or
the
Incumbent Directors cease to represent a majority of the members of
the Board; or
the
Corporation shall consolidate or merge with or into, amalgamate
with, or enter into a statutory arrangement with. any other person
(other than a subsidiary of the Corporation) or any other person
(other than a subsidiary of the Corporation) shall consolidate or
merge with or into, or amalgamate with or enter into a statutory
arrangement with, the Corporation, and. in connection therewith,
all or part of the outstanding voting shares shall be changed in
any way, reclassified or converted into, exchanged or otherwise
acquired for shares or other securities of the Corporation or any
other person or for cash or any other property; or
all
or substantially all of the assets of the Corporation are sold to a
person or combination of persons.
For
the purposes of clause (a), a person or combination of persons
holding shares or other securities in excess of the number which.
directly or following conversion thereof, would entitle the holders
thereof to cast 40% or more of the votes attaching to all shares of
the Corporation which may be cast to elect directors of the
Corporation, shall be deemed to be in a position to affect
materially the control of the Corporation.
"Committee" means the Human Resources and Compensation
Committee of the Board.
"Confidential Information" means non-public information not
generally known about the Corporation, which the Corporation
desires to protect and keep secret and confidential (including
information and trade secrets conceived, originated, discovered or
developed by the officers, employees or consultants either employed
by or retained by the Corporation) concerning the business and
affairs of the Corporation including, without
limitation:
(a)
knowledge of all business or financial opportunities which are or
may be available to the Corporation;
(b)
all inventions and product enhancements and developments;
or,
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(c) the present
and contemplated plans, strategies, costs, prices, systems. pricing
policies and financial information used by the Corporation or its
affiliates in connection with its business and client lists and
information concerning the customers of the Corporation and/or its
affiliates, their names, addresses, needs and
preferences.
It
is understood, however, that Confidential Information shall not
include Confidential Information that becomes part of the public
domain by publication or otherwise, not due to any
unauthorized act or omission of the Executive.
"Corporation" shall have the meaning first set out above
and, where appropriate herein, shall include the subsidiaries and
affiliates of the Corporation.
"Effective Date" shall be the first day of
October, 2008.
"Incumbent Directors" means the members of the Board holding
office at the Effective Date and any additional directors appointed
by or with the consent of a majority of the Incumbent
Directors.
"Term" has the meaning set forth in Section
5.1.
ARTICLE 1
SERVICES
Section 1.1 Engagement.
Subject to any
other provisions of this Agreement, the Corporation hereby engages
Consultant Firm as an independent contractor to supply to the
Corporation such of the services specified in Section 1.2 of this
Agreement and any other services as may appear to the Corporation
from time to time to be necessary or appropriate (collectively, the
"Services") and Consultant Firm hereby agrees to supply or cause to
he supplied the Services for the duration of this Agreement on a
continuing and on-going basis. Consultant Firm reserves the right
to determine the assi g nment of its personnel to the
performance of the Services except that as a fundamental term of
this Agreement, John Shanahan, the Employee, shall perform the
Services on a full time basis, unless otherwise mutually agreed by
the parties hereto and subject to the following:
sickness, vacation
time and other reasonable absences from the provision of Services
including;
legal requirements
which prevent the provision of Services or
any
event outside of Consultant Firm's control which restricts
Consultant Firm's ability to comply with this provision.
Section 1.2 Services.
The
principal Services to be supplied by Consultant Firm shall
comprise:
(a)
the provision of executive management services as appropriate for
the position of a President and Chief Executive Officer of a
publicly traded and TSX listed mining company similar to the
Corporation.
(b)
the provision of the services of Employee in the position of
President and Chief Executive Officer of the Corporation from time
to time at the pleasure of the Board;
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