EXHIBIT 4.3
CONSULTING
AGREEMENT
This AGREEMENT effective as
of October 17, 2007 between Carbon Credits
International, Inc., a Nevada corporation located in Las Vegas,
Nevada (the “Company”), and CARBON REDUCER INDUSTRIES,
SDN.BHD., a Malaysian corporation whose address is No. 2, Jalan
Pulai Perdana 2/9, Taman Sri Pulai Perdana, 81110, Kangkar Pulai,
Johor, Malaysia, (the “Executive”, or
Employee”).
W I T N E S S E T H:
WHEREAS, the
Company desires that Executive serve as the Company’s Chief
Technology Officer and Director of the Corporation
WHEREAS, in order to induce Executive to agree
to serve in such capacity, the Company hereby offers Executive
certain compensation and benefits of employment, as described
herein.
WHEREAS,
Executive is willing to serve in this position on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises
and of the mutual covenants contained herein, the Company and
Executive hereby agree as follows:
The Company
hereby agrees to employ Executive and Executive hereby agrees to be
employed upon the terms and conditions hereinafter set
forth.
During the term of this Agreement, Executive
shall serve as Chief Technology Officer and Director of the
Corporation and shall have such responsibilities and authority
consistent with such positions as may be reasonably assigned to him
by the Board. Executive shall devote his required time and
attention and best efforts to perform successfully his duties and
advance the Company’s interests. Employee shall abide by the
Company’s policies, procedures, and practices, as they may
exist from time to time. Executive shall be responsible to the
Board, rendering the services and performing the duties prescribed
by the Board
The Executive shall be employed at the
Company’s office in Las Vegas, Nevada, and his principal
duties shall be performed primarily in Samui, Thailand, except for
business trips reasonable in number and duration.
The employment of the Executive hereunder shall
begin on the date hereof and shall continue in full force and
effect for a period of three (3) years, and thereafter shall be
automatically renewed for successive one-year periods unless the
Company gives the Executive written notice of termination within
six (6) months prior to the end of any such period or until the
occurrence of a Termination Date, as defined in Section 6 (the
"Term").
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4.
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Compensation
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4.1
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As compensation for the Executive’s
services during the Term, the Company shall pay the Executive an
annual base salary at the rate of Ninety Thousand Dollars ($90,000)
for the first full year and shall increase by $60,000 for each of
the remaining two years, payable in accordance with the
Company’s reasonable policies, procedures, and practices, as
they may exist from time to time. Prior to the end of each year
during the Term, the Compensation Committee of the Company shall
undertake an evaluation of the services of the Executive during the
year then ended in accordance with the Company’s compensation
program at the date hereof (the “Program”). The Company
shall consider the performance of the Executive, his contribution
to the success of the Company and entities under common control
with the Company (collectively, “Affiliates”), and
other factors and shall fix an annual base salary to be paid to the
Executive during the ensuing year.
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4.2
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Notwithstanding the foregoing, the Company may
change the Program from time to time or institute a successor to
the Program, but the Executive’s annual base salary shall in
no event be less than his annual base salary in effect on the date
of change, adjusted regularly to reflect increases in the cost of
living and comparable compensation for like positions.
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4.3
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The executive shall participate in the Company
incentive compensation programs in accordance with the following
subparagraphs (i) and (ii):
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(i)
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Incentive
Plan - The executive
shall be covered by the cash bonus plan and shall be afforded the
opportunity thereunder to receive a target award of 25% of annual
base salary payable in cash and a target award of 25% of annual
base salary payable in Company Common Stock or options below, to be
awarded upon the achievement of reasonable performance goals;
provided that the Company may from time to time change the Program
or institute a successor to the Program, so long as the Executive
continues to be eligible to receive bonus awards of percentages of
annual base salary in amounts at least equal to those specified as
in effect on the date hereof.
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(ii)
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Stock Option
Plan - Executive shall be
entitled to participate in the Company’s stock option plan
when implimented. In accordance with this plan the Board may from
time to time, but without any obligation to do so, grant stock
options to the Executive upon such terms and conditions as the
Board shall determine in its sole discretion. If the Company no
longer has a class of stock publicly-traded by reason of a Change
in Control of the Company, as defined in Section 6.3, the
Company’s obligation under this Section 4.3 will be satisfied
through options granted by the issuer with public stock then in
control of the Company.
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4.4
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If the Executive is prevented by disability, for
a period of six consecutive months, from continuing fully to
perform his obligations hereunder, the Executive shall perform his
obligations hereunder to the extent he is able and after six months
the Company may reduce his annual base salary to reflect the extent
of the disability; provided that in no event may such rate, when
added to payments received by him under any disability or qualified
retirement or pension plan to which the Company, Affiliate, or
Executive contributes or has contributed, be less than $75,000. If
there should be a dispute about the Executive’s disability,
disability shall be determined by the Board of Directors of the
Company based upon a report from a physician, reasonably acceptable
to the Executive, who shall have examined the Executive. If the
Executive claims disability, the Executive agrees to submit to a
physical examination at any reasonable time or times by a qualified
physician designated by the Chairman of Board of the Company and
reasonably acceptable to the Executive. Notwithstanding any
provision in this Section, the Company shall not be obligated to
make any payments to Executive on account of disability after the
expiration of this Agreement.
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The Executive shall be entitled to participate
in all “employee pension benefit plans,” all
“employee welfare benefit plans” (each as defined in
the Employee Retirement Income Security Act of 1974) and all pay
practices and other compensation arrangements maintained by the
Company, on a basis at least as advantageous to the Executive as
the basis on which other executive employees of the Company are
eligible to participate and on a basis at least as advantageous to
the Executive as the basis on which he participates therein on the
date hereof. Executive shall, during the term of his employment
hereunder, continue to be provided with such benefits at a level at
least equivalent to the initial benefits provided or to be provided
hereunder. Without limiting the generality of the foregoing, the
Executive shall be entitled to the following employee benefits
(collectively, with the benefits contemplated by this Section 5,
the “Benefits”):
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5.1
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The Executive and Executive’s dependents
shall participate, at their option in any medical insurance plans
and programs comparable in scope to the coverage afforded on the
date hereof, with only such contribution by the Executive toward
the cost of such insurance as may be required from time to time
from other executive officers of the Company. If a Change in
Control of the Company, as defined in Section 6.3, shall have
occurred, the Company may not change the carriers providing medical
insurance immediately before the change without the consent of the
Executive, which consent will not be unreasonably
withheld.
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5.2
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Life Insurance.
Executive shall be entitled to group term life insurance coverage
of an amount equal to no less than $500,000, all premiums being
paid by the Company.
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5.3
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Long-Term Disability Insurance. The Company
shall maintain in effect long term disability insurance providing
Executive in the event of his disability (as defined in Section 4.4
hereof) with compensation annually equal to at least
$180,000.
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5.4
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The Executive shall be entitled to paid time off
(“PTO”) of no less than thirty nine (39) days each
year. Such PTO shall be accrued and taken in accordance with the
Company’s policies and practices, as they may exist from time
to time.
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5.5
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The Company shall reimburse the Executive from
time to time for the reasonable expenses incurred by the Executive
in connection with the performance of his obligations
hereunder.
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5.6
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During such times as the Company is eligible and
financially qualified to obtain the same, the Company shall
maintain directors and officers’ liability insurance
applicable to the Executive in amounts established by the Board of
Directors.
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Notwithstanding the foregoing, the Company may
from time to time change or substitute a plan or program under
which one or more of the Benefits are provided to the Executive,
provided that the Company first obtains the written consent of the
Executive, which the Executive agrees not unreasonably to withhold,
taking into account his personal situation.
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6.
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Termination Date; Consequences for Compensation
and Benefits
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6.1
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Definition of
Termination Date. The first to occur of the following events shall
be the Termination Date:
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6.1.1
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The date on
which the Executive becomes entitled to receive long-term
disability payments by reason of total and permanent
disability;
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6.1.2
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The
Executive’s death;
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6.1.3
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Voluntary resignation after one of the following
events shall have occurred, which event shall be specified to the
Company by the Executive at the time of resignation: material
reduction in the responsibility, authority, power or duty of the
Executive or a material breach by the Company of any provision of
this Agreement, which breach continues for 30 days following notice
by the Executive to the Company setting forth the nature of the
breach (“Resignation with Reason”);
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6.1.4
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Voluntary resignation not accompanied by a
notice of reason described in Section 6.1.3 (“General
Resignation”);
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6.1.5
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Discharge of the Executive by the Company after
one of the following events shall have occurred, which
event
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