Exhibit 10.2
CONSULTING
AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into
effective as of February 1st, 2008 by GLOBAL GREEN SOLUTIONS
INC. , a Nevada corporation ("Corporation"), and WOODBURN
HOLDINGS LTD. (the “Consultant”)
WHEREAS, the Corporation desires to retain the services of a
corporate consultant and the services of its designated
representative and the Consultant has agreed to accept such
appointment on the terms and conditions herein contained:
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1 - Duties .
The Consultant agrees to the appointment hereunder and during
the term of this Agreement, the Consultant agrees to appoint its
sole shareholder, Robert Baker, to serve the Corporation as its
Corporate Secretary. The Consultant’s designated
representative shall provide such managerial, administrative and
other services as are customarily associated with or incidental to
the Corporate Secretary position and the representative shall
perform such other duties and responsibilities for the Corporation
as the Corporation may reasonably require, consistent with such
position. The services to be provided by the Consultant and its
designated representative shall be provided from the corporations
head office or chief place of business at Suite1010-789 West Pender
Street, Vancouver, Province of British Columbia. The Consultant
shall ensure that a substantial amount of time is devoted to the
business and affairs of the Corporation.
Section 2 - Term of Appointment and
Termination
2.1 Definitions . For the purposes of this Agreement the
following terms shall have the following meanings:
2.1.1 "Termination For Cause" shall mean termination by the
Corporation of the Consultant’s engagement by reason of any
representative or designated appointee of the Consultant engaging
in acts of willful dishonesty towards, fraud upon, or deliberate
injury or attempted injury to the Corporation.
2.1.2 "Termination Other Than For Cause" shall mean termination
by the Corporation of the Consultant’s engagement by the
Corporation (other than in a Termination for Cause) and shall
include constructive termination by reason of a material breach of
this Agreement by the Corporation, such constructive termination to
be effective upon notice from the Consultant to the Corporation of
such constructive termination.
2.1.3 "Voluntary Termination" shall mean termination by the
Consultant of its engagement other than (i) constructive
termination as described herein, (ii) "Termination Upon a Change in
Control," and (iii) termination by reason of the death or
disability of the Consultant’s representative as described
herein.
CONSULTING AGREEMENT
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2.1.4 "Termination Upon a Change in Control" shall mean a
termination by the Consultant of the Consultant’s engagement
with the Corporation within 120 days following a "Change in
Control."
2.1.5 "Change in Control" shall mean (i) the time that the
Corporation first determines that any person and all other persons
who constitute a group (within the meaning of § 13(d)(3) of
the Securities Exchange Act of 1934 ("Exchange Act")) have acquired
direct or indirect beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act) of twenty percent (20%) or more of
the Corporation's outstanding securities, unless a majority of the
"Continuing Directors" approve the acquisition not later than ten
(10) business days after the Corporation makes that determination,
or (ii) the first day on which a majority of the members of the
Corporation's board of directors are not "Continuing
Directors."
2.1.6 "Continuing Directors" shall mean, as of any date of
determination, any member of the Corporation's board of directors
who (i) was a member of that board of directors on the date of
commencement of this Agreement, or (ii) was nominated for election
or elected to the Corporation's board of directors with the
affirmative vote of the greater of a majority of the Continuing
Directors who were members of the Corporation's board of directors
at the time of such nomination or election.
2.2 Initial Term . The term of engagement of the
Consultant by the Corporation shall be for a period of 48 months
beginning with the Effective Date ("Initial Term"), unless
terminated earlier pursuant to this Agreement. At any time prior to
the expiration of the Initial Term, the Corporation and the
Consultant may by mutual written agreement extend the
Consultant’s engagement under the terms of this Agreement for
such additional period as may be agreed.
2.3 Termination For Cause . Termination For Cause may be
effected by the Corporation at any time during the term of this
Agreement and shall be effected by written notification to the
Consultant and its representatives.
2.4 Termination Other Than For Cause . Notwithstanding
anything else in this Agreement, the Corporation may effect a
Termination Other Than For Cause at any time upon giving written
notice to the Consultant of such termination. Upon any Termination
Other Than For Cause, the Consultant and its designated
representative shall promptly be paid all accrued salary, bonus
compensation to the extent earned, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under
any plans of the Corporation in which the Consultant or its
designated representative is a participant to the full extent of
the Consultant’s rights under such plans (including
accelerated vesting, if any, of awards granted to the Consultant
under the Corporation's stock option plan) and any appropriate
business expenses incurred by the Consultant in connection with its
duties hereunder, all to the date of termination, and all Severance
Compensation provided, but no other compensation or reimbursement
of any kind.
2.5 Voluntary Termination . In the event of a Voluntary
Termination, the Corporation shall promptly pay all accrued salary,
bonus compensation to the extent earned, vested deferred
compensation (other than pension plan or profit sharing plan
benefits which will be paid in accordance with the applicable
plan), any benefits under any plans of the Corporation in which the
Consultant or its designated representative is a participant to the
full extent of the Consultant's rights under such plans and any
appropriate business expenses incurred by the Consultant or its
designated representative in connection with their respective
duties hereunder,
CONSULTING AGREEMENT
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all to the date of termination, but no other compensation or
reimbursement of any kind, including without limitation, Severance
Compensation.
2.6 Termination Upon a Change in Control . In the event
of a Termination Upon a Change in Control, the Consultant and its
designated representative shall immediately be paid all accrued
salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension plan or profit
