Exhibit
4.2
CONSULTING
AGREEMENT
This AGREEMENT dated as of December
15, 2008 between Carbon Credits International, Inc., a Nevada
corporation located in Las Vegas, Nevada (the Company),
and BRAVERMAN INTERNATIONAL, P.C., a Colorado
corporation located at 1255 McDonald Drive, Prescott, Arizona (the
Executive, or Employee).
W I T N E S S E T H:
WHEREAS, the Company desires that Executive
serve as the Companys Chief Financial Officer; and
WHEREAS, in order to induce Executive to agree
to serve in such capacity, the Company hereby offers Executive
certain compensation and benefits of retention, 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
retained upon the terms and conditions hereinafter set
forth.
During the term
of this Agreement, Executive shall serve as Chief Financial
Officer, and as a member of the Companys Board of Directors (the
Board) 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 Companys interests. Employee shall abide by the
Companys 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 retained at the Companys office in Las Vegas, Nevada, and
his principal duties shall be performed primarily in Prescott,
Arizona, except for business trips reasonable in number and
duration.
The retention
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 Executives services during the Term, the Company shall pay
the Executive an annual base salary at the rate of TWO HUNDRED TEN
THOUSAND Dollars ($210,000) for the first full year and shall
increase by $60,000 for each of the remaining two years, payable in
accordance with the Companys 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
Companys 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 Executives 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 Companys stock option plan when
implemented. 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 Companys 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 Executives 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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Executive
Benefits
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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 retention
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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The Executive
and Executives 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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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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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 $120,000.
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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 Companys policies and practices, as they may
exist from time to time.
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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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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 Executives
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 shall be specified in writing to
the Executive by the
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