Exhibit
10.9
CONSULTING
AGREEMENT
This Consulting Agreement is made by and
between Christopher d’Arnaud-Taylor
("Consultant”), with offices at 360 West 22
nd Street, Suite 16B, New York, NY 10011,
Waste2Energy Group Holdings PLC, (“Group Holdings”) an
Isle of Man company with its principal offices located at Stanley
House, Lord Street, Douglas, Isle of Man IM1 2BF, British Isles,
Maven Media Holdings, Inc., (“Maven”) a
Delaware corporation with offices located at 1185 Avenue of the
Americas, 20 th Floor, New York, New York 10036
and Waste2Energy, Inc. ("W2E"), a Delaware corporation,
with its principal offices located at 1185 Avenue of the Americas,
20 th
Floor, New York,
NY 10036.
1. Retention
as Consultant and the services of Consultant.
a. Group Holdings
hereby retains Consultant and Consultant hereby accepts such
engagement and agrees to perform the services for Group Holdings as
hereinafter set forth.
b. During the Term,
Consultant shall devote a reasonable amount of Consultant’s
business time (which shall not be less than 60% of his business
time), attention and efforts to the business of Group Holdings and
shall hold himself ready to and shall provide advice to Group
Holdings in connection with its business, including, without
limitation, evaluating particular contracts or transactions, as
requested by the officers of Group Holdings (the “Consulting
Services”). Should Consultant so desire, Group
Holdings shall provide him with adequate work space and
administrative support as are reasonably necessary for carrying out
the functions of his consulting work.
c.
Consultant, Group Holdings, Maven and W2E agree
that Consultant may render services to Group Holdings that are
outside the scope of this Agreement. Such services would
be the subject of separate agreements between the Consultant and
Group Holdings that would define the nature and scope of such
services and the compensation to be paid to Consultant for such
services.
a. For all services
to be rendered by Consultant pursuant to this Agreement, Consultant
shall, beginning on the Effective Date, be
paid by Group Holdings an annual fee of
$300,000 exclusive of business expenses as hereinafter defined
which shall paid on the first and the fifteenth of each
month in accordance with Group Holdings payment
policies. The payments to Consultant shall from time to
time be adjusted (upward, but not downward) at the discretion of
the Board of Group Holdings. The first such review shall
be no later than the first anniversary of this
Agreement.
b. Group Holdings
shall reimburse Consultant for his reasonable out-of-pocket
expenses incurred with respect to the performance of
Consultant’s consulting activities hereunder upon
Consultant's presentation of vouchers, receipts, and such other
evidence of expenses incurred as shall be reasonably required by
Group Holdings.
c. Maven may grant
Consultant such stock options and warrants at such times, in such
amounts and with such exercise prices as the Board of Directors of
Maven may from time to time determine.
d. Group Holdings
shall reimburse Consultant for the costs of Consultant’s
health insurance.
e. Maven and W2E
shall be jointly and severally liable for making any payments due
to the Consultant hereunder (including payments for expenses and
for the reimbursement of Consultant’s health insurance) on a
timely basis.
(a) The
term of this Agreement shall commence as of the date of the final
closing of the offering of up to 4,000,0000 Units (with an
over-subscription option of up to an additional 1,000,000 Units) of
Maven pursuant to the Confidential Private Offering Memorandum,
dated May 7, 2009, as amended by Amendment No. 1 dated May 26,
2008, “ Effective Date ”) and shall
end on the date which is the third anniversary of the Effective
Date unless Consultant’s retention is terminated earlier in
accordance with this Agreement (the “ Initial Term
”); provided, however, that the term of this Agreement shall
automatically be extended beyond the Initial Term for a one year
period, effective upon the third anniversary of the Effective Date
(the “ Renewal Term ”) unless either party
notifies the other by a date which is ninety (90) days prior to the
expiration of the Initial Term that such party desires not to
extend the Initial Term beyond the third anniversary of the
Effective Date. This Agreement shall continue for
successive one-year Renewal Terms unless and until either party
gives ninety (90) days notice to the other of its desire not to
extend further the term of this Agreement beyond the end of the
then-current Renewal Term, or this Agreement is otherwise
terminated. The term of this Agreement, whether during
the Initial Term or any Renewal Term, shall be referred to as the
“ Term .”
(b)
Death . The death of Consultant shall immediately
and automatically terminate Consultant’s obligations to
perform the Consulting Services under this Agreement. If
Consultant dies during the Term, any unvested equity compensation
granted to Consultant pursuant to an equity compensation plan
(“Plan”) shall immediately vest and any vested warrants
may be exercised on or before the earlier of (i) the
warrant’s expiration date or (ii) eighteen months after
Consultant’s death. Any warrant that remains
unexercised after this period shall be forfeited. Upon
Consultant’s death, Consultant’s legal representative
shall receive: (1) any compensation earned but not yet
paid and any unreimbursed business expenses, which amounts shall be
promptly paid in a lump sum, and (2) any other amounts or benefits
owing to Consultant pursuant to this Agreement (subsections (1) and
(2) shall be collectively referred to as, the “ Accrued
Amounts ”). Other than the benefits described
above, no further compensation or benefits shall be due or owing
upon Consultant’s death.
(c)
Disability . If as a result of incapacity due to
physical or mental illness or injury, Consultant shall have been
absent from Consultant’s duties hereunder for six months,
then thirty (30) days after receiving written notice (which notice
may occur before or after the end of such six month period, but
which shall not be effective earlier than the last day of such six
month period, Group Holdings may terminate this Agreement provided
Consultant is unable to substantially perform his duties hereunder
at the conclusion of such notice period (a “
Disability ”), as determined by a physician mutually
selected by the parties hereto. In the event this
Agreement is terminated as a result of Disability, Consultant shall
receive from Group Holdings, in a lump-sum payment due within ten
(10) days of the effective date of termination, an amount equal to
the Accrued Amounts. Additionally, if Consultant is
terminated due to a Disability, any unvested equity compensation
granted to Consultant pursuant to a Plan shall immediately vest and
any vested warrants may be exercised on or before the earlier of:
(i) the warrant’s expiration date or (ii) eighteen months
after Consultant’s termination due to the
Disability. Any warrant that rema
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