CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT
(“Agreement”) is entered into as of April 1, 2007
(“Effective Date”), by and between Michael Porter, an
individual having an address at Calle Escorial 18, Valderrama,
Sotogrande, 11310 Cadiz, Espania (“Porter”), and
Composite Technology Corporation, a Nevada corporation, having a
principal place of business at 2026 McGaw Avenue, Irvine,
California 92614 (the “Company”).
Recitals
A.
WHEREAS, the Company is in the
business of (a) developing technology for wind power and wind
turbine applications and for electrical conductor applications, and
(b) manufacturing, marketing and selling wind turbines and
related items and composite reinforced materials for electrical
conductor applications (the “Business”);
B.
WHEREAS, prior to the Effective
Date of this Agreement, Porter has served the Company and many of
its Affiliates in one or more capacities of employee, director,
president and significant shareholder, and whereas Porter and the
Company are parties to an Executive Employment Agreement under date
of July 3, 2006 (“Employment Agreement”);
C.
WHEREAS, Porter wishes to resign
from all of his positions held with Company and its Affiliates
prior to the Effective Date of this Agreement; and whereas Porter
and Company wish to terminate the Employment Agreement; and
whereas, Company desires to retain Porter, and Porter is desirous
of serving Company, to render consulting services on the terms and
conditions set forth herein;
Agreement
Now, therefore,
in consideration of the mutual premises and covenants set forth
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1.
Resignation and
Termination. Porter and
Company hereby terminate the Employment Agreement. Porter hereby
resigns from all positions he held with Company and any and all of
its direct and indirect subsidiaries and affiliates immediately
prior to the Effective Date of this Agreement, including without
limitation all employee, director and officer positions, and
Company hereby accepts such resignations. Porter agrees to
cooperate with Company and its subsidiaries and affiliates with
regard to any formal actions to be taken to acknowledge these
actions. The actions taken by virtue of this Section 1 are
irrevocable, and shall survive the Term and any termination of this
Agreement by either Party for any reason.
2.
Consultancy and Term
. On the terms and subject to the
conditions set forth herein, the Company agrees to retain Porter,
and Porter agrees to serve as a Consultant to Company, for a term
commencing on the date hereof and ending on March 31, 2008
(“Term”). This term may be extended upon mutual
agreement of the parties. The Company and Porter desire to enter
into an independent contractor relationship as set forth in this
Agreement. It is the intent and purpose of this Agreement that
Porter shall at all times be an independent contractor of the
Company and nothing contained herein shall be construed to create
or establish the relationship of employer and employee, joint
venturer, or partner between the Company and Porter. Both parties
acknowledge that Porter is not an employee of Company for state or
federal tax purposes.
3.
Porter’s Representations
and Warrantees . Porter
acknowledges and agrees that as an independent, separate business,
Porter is responsible for whatever profit or loss Porter may incur
through performance of this Agreement. Porter represents that he
has the qualifications and ability to perform the Services in a
professional manner, without the advice, control, or supervision of
Company. Porter shall be solely responsible for the professional
performance of the services as set forth in Sections 4 and 5 below.
Porter further acknowledges and agrees that he shall have no
authority to bind the Company contractually or otherwise in any
manner. In executing this Agreement, Porter specifically
acknowledges that he has consulted or had a reasonable opportunity
to consult with counsel of his own choice and that he has executed
this Agreement after independent investigation and without fraud,
duress, coercion or undue influence.
4. Services. Porter shall provide management and business
advisory services to the Company in accordance with his
capabilities and at the request and the discretion of the
Company’s CEO (the “Services”). Porter will
report directly to the CEO, and will work with such other employees
of Company and its subsidiaries, affiliates, suppliers, customers,
prospective customers, consultants and the like as requested by the
CEO.
5. Scope . The Company acknowledges that the time
required for Porter to perform the Services will depend upon the
level of activity requested by the CEO. Porter shall devote such
time and effort to the performance of these services as is
reasonably necessary to fulfill his obligations hereunder. Any work
or task of Porter provided for herein which requires the Company to
provide information or assistance to Porter shall be excused
(without effect upon any obligation of the Company) until such time
as the Company has fully provided all information and assistance
necessary for Porter to complete the work or task. Porter cannot
guarantee results on behalf of the Company, but shall use
commercially reasonable efforts in providing the
Services.
6.
Porter’s Compensation .
(a) Annual Compensation . Porter shall be compensated in an amount of
$400,000 per year, payable monthly in arrears.
(b) During the Term, Porter and Porter’s
spouse shall be eligible to participate in and shall be covered by
the Company medical plan, as such plan may change from time to
time. Notwithstanding the foregoing, if the medical insurance
benefits cannot be arranged for Porter and his spouse by the
Company, then the Company agrees to reimburse Porter up to $1,000
per month for comparable medical insurance.
7.
Expenses . The Company shall reimburse Porter for all
direct out-of-pocket costs reasonably incurred by Porter in the
performance of Services; provided, however, that any expense in
excess of $1,000 for any item must be approved in advance by the
Company and that al
