Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made as of the 1 st
day of January, 2009 by and between AMIR ELBAZ (the
“Consultant”), and GLOBAL ENERGY, INC. , a
Nevada corporation (collectively with its affiliates the
“Company”).
RECITALS:
WHEREAS , the Company wishes to engage the Consultant to
render financial advisory services to the Company and the
Consultant wishes to render such services, all as provided
below.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained in this Agreement, and of other
consideration (the receipt and sufficiency of which are
acknowledged by each Party), the Parties agree as
follows:
(a)
The Consultant shall provide the Company with such regular and
customary financial advice as is reasonably requested by the
Company, provided that the Consultant shall not be required to
undertake duties not reasonably within the scope of the financial
advisory services contemplated by this Agreement. It is understood
and acknowledged by the Parties that the value of the
Consultant’s advice is not readily quantifiable, and that the
Consultant shall be obligated to render advice upon the request of
the Company, in good faith, but shall not be obligated to spend any
specific amount of time in so doing. The Consultant’s duties
may include, but will not necessarily be limited to, providing
recommendations concerning the following financial and related
matters:
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1.
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Disseminating
information about the Company to the investment community at
large;
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2.
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Rendering
advice and assistance in connection with the preparation of reports
or other communications to shareholders or creditors;
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3.
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Assisting in
the Company’s financial public relations;
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4.
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Arranging, on
behalf of the Company, at appropriate times, meetings with
securities analysts or other representatives of major regional and
national investment banking firms;
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5.
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Rendering
advice with regard to any of the following corporate finance
matters:
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i.
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changes in the
capitalization of the Company;
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ii.
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changes in the
Company’s financial structure;
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iii.
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redistribution
of shareholdings of the Company’s stock;
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iv.
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offerings of
securities in public transactions;
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v.
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sales of
securities in private transactions;
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vi.
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alternative
uses of corporate assets;
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vii.
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structure and
use of debt; and
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viii.
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sales of stock
by insiders pursuant to Rule 144 or otherwise.
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(b)
In addition to the foregoing, the Consultant agrees to furnish
advice to the Company as reasonably requested by the Company in
connection with (i) the acquisition and/or merger of or with other
companies, divestiture of assets or any other similar transaction,
or the sale of the Company itself (or any significant percentage of
the Company or its assets, subsidiaries or affiliates thereof), and
(ii) bank financings or any other financing from financial
institutions, venture capitalists or others (including but not
limited to lines of credit, performance bonds, letters of credit,
loans or other financings).
(c)
The Consultant shall render such other financial advisory services
as may from time to time be agreed upon by the Consultant and the
Company.
(d)
The Agreement is entered in addition to the agreement signed
between the parties on May 22, 2008.
(a)
Termination Upon Notice. This Agreement may be terminated at
any time by the Consultant or by the Company by giving the other
party thirty (60) days’ advance notice in writing.
(b)
Expiration Date. This Agreement shall terminate on December
31, 2010, if not terminated earlier under Subsection (a)
above.
(c)
Fees and Expenses. Upon the termination of this Agreement
under Subsection (a) or (b) above, the Consultant shall only be
entitled to the accrued and earned portion of his fee and to
reimbursement of expenses which were incurred before the
termination becomes effective and which are reimbursable under
Section 3(b) below.
(a)
Fees.
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i.
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The Company
shall pay the Consultant a fee of $5,000 per month for services
rendered under this Agreement. Such fee shall be paid
monthly.
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ii.
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The Company
shall pay Consultant a lump sum of $6,000 on or before January 9,
2009 for services rendered during November and December
2008.
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iii.
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Consultant
agrees to defer up to eighty percent (80%) of the monthly fees due
to him as per this Agreement to a later date in which the Company
could afford paying him his earned fees. Such a deferral is made by
Consultant in good faith and the same is required by the Company to
the accrued fees.
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iv.
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The Company
shall issue Consultant 150,000 shares of its common stock as part
of additional consideration. Such shares shall be issued on or
before August 1, 2009.
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(b)
Expenses. Upon presentation by the Consultant of an invoice
accompanied by supporting documentation satisfactory to the
Company, the Company shall reimburse the Consultant monthly for
reasonable expenses, including (without limitation) travel
expenses, incurred directly on behalf of the Company in connection
with the performance of services hereunder.
The
Company recognizes and agrees that the Consultant may perform
services for other persons, provided that such services do not
represent a conflict of interest or a breach of the
Consultant’s fiduciary duty to the Company.
The
Consultant shall not be eligible to participate in any of the
Company’s employee benefit plans, fringe benefit programs,
group insurance arrangements or similar programs.
In
connection with Consultant’s activities on the
Company’s behalf, the Company will cooperate with Consultant
and will furnish Consultant with all information and data
concerning the Company which Consultant reasonably believes
appropriate to the performance of services contemplated by this
Agreement (all such information so furnished being the
“Information”) and will provide Consultant with
reasonable access to the Company’s officers, directors,
employees, independent accountants and legal counsel. The Company
recognizes and confirms that Consultant (i) will use and rely
primarily on the Information and on information available from
generally recognized public sources in performing the services
contemplated by the Agreement, without having independently
verified same, (ii) does not assume responsibility for the accuracy
or completeness of the Information and such other information and
(iii) will not make an independent appraisal of any of the
Company’s assets. The Information to be furnished by the
Company, when delivered, will be, to the best of the
Company’s knowledge, true and correct in all material
respects and will not contain any material misstatements of fact or
omit to state any material fact necessary to make the statements
contained therein not misleading. The Company will promptly notify
Consultant if it learns of any material inaccuracy or misstatement
in, or material omission from any information thereto delivered to
Consultant. Consultant agrees to keep the Information confidential
and only to release the Information with the consent of the
Company. Upon termination of this Agreement for whatever reason,
Consultant will return the Information (without keeping any copies
thereof) forthwith on demand by the Company. Consultant on its part
represents, warrants, and agrees that it has and at all times while
it is performing services under this Agreement it will comply with
all laws, rules, and regulations applicable to it in connection
with the services it performs under this Agreement.
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The
Company agrees to indemnify and hold harmless Consultant, to the
fullest extent permitted by law, from and against any and all
losses, claims, damages, liabilities, obligations, penalties,
judgmen
