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Exhibit
10.51
CONSULTANT
AGREEMENT
THIS
CONSULTANT AGREEMENT is made
effective
01 st
day of May,
2008 (this
“Agreement”), between Global Green
Solutions Inc. a Nevada
Corporation (the “Client") having its registered office at
789 West Pender Street, Suite 1010, Vancouver, BC, Canada, BC,
V6C1H2 and C&C
Technologies PTY LTD, (the Consultant)
resident at No 9, Fifth Avenue, Walmer, Port Elizabeth, South
Africa.
RECITALS
A.
The Client is engaged in the business of developing and
implementing technology internationally for renewable energy and
greenhouse gas emissions reduction.
B.
The Client requires the services of a General Manager for its South
and Southern Africa business operating as Global Green Solutions
PTY LTD.
C.
The Consultant represents that Clinton van Dyk has the skills and
expertise to serve the Client; and the Consultant and has agreed to
provide the General Manager services to serve the Client as
hereinafter provided.
AGREEMENT
NOW,
THEREFORE, in consideration of
the mutual covenants herein contained, and other good and valuable
consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree as follows:
1.
Services . The
Consultant agrees to provide Clinton van Dyk for the services of
general manager of the Client for its South and Southern Africa
business operating as Global Green Solutions PTY LTD. The
Consultant will operate under general guidelines provided by the
CEO and the Board of Directors of the Client, with responsibilities
generally as described in attachment A The Consultant will comply
with all rules, policies and procedures of the Client as modified
from time to time. The Consultant will perform all of the
Consultant’s responsibilities in compliance with all
applicable laws and will endeavor to ensure that the operations are
in compliance with all applicable laws. During the
Consultant’s tenure with the Client, the Consultant will not
engage in any other business activity without the reasonable
approval of the President and the Board of Directors of the
Client.
2.
Term of Engagement . The
term of engagement of the Consultant will be for the three year
period commencing 01 st
day of
May, 2008 and ending the 30 th
day of
April, 2011 ("the Term"), unless sooner terminated in accordance
with the terms and conditions of this Agreement. If the term
continues after the end of the Term, such term will continue on the
terms and conditions set forth in this Agreement.
3.
Compensation and Stock Options . For the duration
of the Consultant’s tenure’s hereunder, the Consultant
will be entitled to compensation which will be computed and paid
pursuant to the following subparagraphs.
3.1
Base Rate . The Client will
pay the Consultant base compensation ("Base Compensation") at an
annual rate of US$81,600.00 payable in 12 monthly installments at
the end of each calendar month and within five (5) days after
receipt of an invoice from the Consultant. The Consultant’s
base compensation will be reviewed annually by the Board of
Directors of the Client during the term of the Consultant’s
tenure and may be adjusted in the sole discretion of the Client
effective 01 st
May of
each year commencing 2009, but will not be reduced by the Client
unless a material adverse change in the financial condition or
operations of the Client has occurred and as agreed with the
Consultant.
3.2
Incentive Bonus. The Consultant will
participate in the Client’s incentive bonus plan (the
“Bonus Plan”) and will receive annually within 6 months
after completion of each fiscal year stock options based on,
on-plan and over-plan annual revenue and net profit performance
metrics of the Client as set by the Board of Directors of the
Client and determined by the Client’s auditors annually in
its financial statements prepared under US GAP. The Consultant may
also participate in other bonus or incentive plans adopted by the
Client that are applicable to the Consultant’s position, as
bonus and incentive plans may be changed from time to time, but
nothing herein shall require the adoption or maintenance of any
such plan.
3.3
Equity Subscription Option. In addition to
other forms of compensation provided for herein, the Consultant
shall have a subscription option (the “Subscription
Option”) to purchase in the aggregate 100,000 common shares
of the Client at the price of $0.00001 per share which Subscription
Option shall vest as of the effective date. Any shares issued by
the Client pursuant to the exercise of the Subscription Option
shall be issued subject to securities resale restrictions
prescribed under Rule 144, promulgated under the 1933 Securities
Act of the United States of America.
3.4
Change of Control Provision. Upon a Change of
Control or a Hostile Takeover during the term of this Agreement,
Consultant shall immediately become 100% vested with respect to any
options to purchase the Company's capital stock then
held.
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4. |
Other Benefits . |
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4.1 Vacations and Holidays
. For
the duration of the Consultant’s tenure |
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Consultant will be provided with paid 15 days annual vacation plus
South African statutory holidays. |
4.2 Business
Expenses . The Client will
reimburse the Consultant in accordance with company policies and
procedures for reasonable expenses necessarily incurred in the
performance of duties hereunder against appropriate receipts and
vouchers indicating the
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specific business
purpose for each such expenditure except as covered by item 3.2
office and other services.
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5. |
Termination or Discharge by the Client. |
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5.1 For Cause. The Client will
have the right to immediately terminate the |
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Consultant’s
services and this Agreement for cause. "Cause" means: any material
breach of this Agreement by the Consultant, including, without
limitation, breach of the Consultant’s covenants in Sections
7, 8, 9 and 10; any failure to perform assigned job
responsibilities that continues unremedied for a period of thirty
(30) days after written notice to the Consultant by the Client;
conviction of a felony or failure to contest prosecution for a
felony; violation of any statute, rule or regulation, any of which
in the judgment of the Client is harmful to the business or to the
Client’s reputation; unethical practices; dishonesty;
disloyalty; or any reason that would constitute cause under the
laws of Nevada or the European Union. Upon termination of the
Consultant’s services hereunder for cause or upon the death
or disability of the Consultant, neither the Consultant nor the
Consultant will have any rights to any unvested benefits or any
other compensation or payments after the termination date or the
last day of the month in which the Consultant’s death or
disability occurred. For purposes of this Agreement,
“disability” means the incapacity or inability of the
Consultant whether due to accident, sickness or otherwise, as
determined by a medical doctor acceptable to the Board of Directors
of the Client and confirmed in writing by such doctor, to perform
the essential functions of Consultant’s position under this
Agreement, with or without reasonable accommodation (provided that
no accommodation that imposes undue hardship on the Client will be
required) for an aggregate of ninety (90) days during any period of
one hundred eighty (180) consecutive days. Upon termination by the
Consultant, the Consultant will have no rights to any unvested
benefits or any other compensation or payments from the date of
notice. All compensation, payments and unvested benefits will cease
after the sixty (60) day notice period.
5.2
Without Cause. The Client may
terminate the Consultant’s tenure under this Agreement
without cause on 3 months notice; provided, however, that the
Client will continue to pay, as severance pay, the
Consultant’s Base Rate and Office and Other Services at the
rate in effect on the termination date through the expiration of
the notice period and including any unpaid expenses
claims.
6.
Termination by the Consultant. The Consultant may
terminate the Consultant’s tenure and the services of the
Consultant under this Agreement for any reason provided that the
Consultant gives the Client at least thirty (60) days notice in
writing. The Client may, at its option, relieve the Consultant of
all duties and authority after notice of termination has been
provided. Upon termination by the Consultant, the Consultant will
have no rights to any unvested benefits or any other compensation
or payments from the date of notice. All compensation, payments and
unvested benefits will cease after the sixty (60) day notice
period.
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7.
Covenant Not To Compete. During the
Consultant’s tenure hereunder and for a period of one year
expiring after the termination of the Consultant’s tenure or
the Consultant’s active involvement with the Client, the
Consultant and the Consultant covenant and agree with the Client
that neither will:
7.1
.
Directly, indirectly, or otherwise, own, manage, operate, control,
serve as a consultant to, be employed by, participate in, or be
connected, in any manner, with the ownership, management, operation
or control of any business that directly competes with the
Client’s business.
7.2
Hire,
offer to hire, entice away or in any other manner persuade or
attempt to persuade any officer, employee or agent of the Client or
any of its affiliates to alter or discontinue a relationship with
the Client or to do any act that is inconsistent with the interests
of the Client or any of its affiliates;
7.3
Directly
or indirectly solicit, divert, take away or attempt to solicit,
divert or take away any customers of the Client or any of its
affiliates; or
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