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Exhibit
10.29
| CONSULTING AGREEMENT |
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| To:
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NEW ENERGY FUND
LP |
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7
th
Floor
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527 Madison
Ave |
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NY, NY 10022
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IN CONSIDERATION for the mutual promises and covenants and the
terms and conditions set out in Sections 1 through 8 attached, the
Global Green Solutions Inc. (herein called the
“Company”) hereby offers and the Consultant hereby
accepts engagement with the Company upon the terms and conditions
set forth herein:
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Position:
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Consultant to the
Company to advise the Company on technologies, competing
technologies, industry trends and commercial applications of the
Company’s technologies including green steam and vertigro on
an as needed basis.
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Term
of Agreement:
Compensation:
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This
Agreement shall be for a term of 36 months.
As
consideration for the services of the Consultant hereunder, the
Company shall pay the Consultant an incentive stock option to
purchase 300,000 shares from the Company under its incentive stock
option plan at a price of US$1.00 per share. The options shall vest
quarterly commencing on the date hereof with the first portion
being exercisable at any time 30 days after the date of
grant.
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Executed and delivered by and behalf of the Company at Vancouver,
British Columbia, effective 17 th
day of
January, 2007.
GLOBAL GREEN
SOLUTIONS INC.
Per: J. DOUGLAS
FRATER
=========================================================================================================================================
Accepted, and
signed, sealed and delivered by the Consultant at New York, New
York, effective 17 th
day of
January, 2007.
MARK
COX
NEW ENERGY
FUND LP
Consulting Agreement
Page 2
IN CONSIDERATION for the mutual promises and covenants and the
terms and conditions contained in this Agreement, the Company
hereby offers and the Consultant hereby accepts engagement with the
Company upon the terms and conditions set forth herein.
| 1.00
Position |
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| 1.01 |
The
Consultant shall hold the position indicated on the first page
hereof as a part time, if, as and when needed consultant
and in such capacity, shall carry out the duties and
responsibilities commensurate with that position on a non exclusive
basis as such duties are more specifically defined from time to
time during the term of this Agreement by the Board of Directors of
the Company.
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| 2.00
Terms; Termination of Engagement |
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| 2.01 |
The term
of engagement pursuant to this Agreement shall be for the term
stated on the first page hereof and thereafter
the engagement shall continue until terminated by the Company or
the Consultant. Either party may terminate the Consultant's
engagement as follows:
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| a.
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the
Consultant may terminate his services at any time and for any
reason upon thirty days' written notice to the Company;
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| b.
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the
Company may terminate the Consultant's services at will on 30 days
notice after the expiry of the term; and
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| c.
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the
Company may terminate the Consultant's services for cause after
reasonable notice of any non-performance has been given by the
Company to the Consultant and an opportunity has been afforded to
the Consultant to remedy any instance of non-performance. For
purposes of the preceding sentence, "cause" shall include
dishonesty, fraud, conviction or confession of an indictable
offense or of a crime involving moral turpitude, destruction or
theft of the Company's property, physical attack resulting in
injury to a fellow employee, intoxication at work, use of narcotics
or alcohol to an extent which impairs performance of duties,
willful malfeasance or gross negligence in the performance of
duties, misconduct materially injurious to the Company, or any
breach or threatened breach of this Agreement.
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2.02 If the
Consultant's engagement is terminated, he shall continue to be
bound by the terms of Sections 4.00 and 5.00 of this
Agreement.
| 3.00
Compensation |
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| 3.01 |
During the
term of this Agreement, the Consultant shall be paid in accordance
with the payment provisions on the first page
hereof. This compensation may be increased from time to time
subject to the approval of the Board of Directors of the Company.
In the event this contract is terminated prior to the expiry of the
term any portion of the options that are unvested shall
expire.
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| 4.00
Covenant Not to Compete |
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| 4.01 |
In
consideration for the engagement granted to him under this
Agreement, the Consultant agrees that he will not directly
or indirectly compete with the Company during the term of his
engagement with the Company and for a period of two years from the
date on which his engagement with the Company terminates. The said
covenant not to compete shall include all geographical areas in
which the Company is actively marketing products during the term of
engagement or as of the engagement termination date and shall
prohibit
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