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Consulting Agreement

Consulting Services Agreement

Consulting Agreement | Document Parties: Big Sky Energy Corporation | M.H. Financial Management Limited You are currently viewing:
This Consulting Services Agreement involves

Big Sky Energy Corporation | M.H. Financial Management Limited

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Title: Consulting Agreement
Date: 4/4/2008

Consulting Agreement, Parties: big sky energy corporation , m.h. financial management limited
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Execution Copy


 

Big Sky Energy Corporation
Suite 311, 840-6th Avenue SW


 

Calgary, Alberta
Canada, T2P 3E5


Effective as of December 9, 2007

STRICTLY PRIVATE AND CONFIDENTIAL

 

M.H. Financial Management Limited
c/o Mr. Matthew Heysel P.Eng.


 

Re: Consulting Agreement

Dear Mr. Heysel, P.Eng.:


We wish to confirm our discussions concerning Big Sky Energy Corporation (referred to herein as the “Company”) retaining the services of M.H. Financial Management Limited (the “Provider”), through which you will fulfill the duties and accept certain positions as an Executive officer of the Company as more specifically described below in this Consulting Agreement (referred to herein as this “Agreement”) on the terms and conditions set forth below. Throughout this document, the term “Executive” shall mean Mr. Heysel P.Eng., whose time and services are provided by the Provider.

1. P OSITION AND R ESPONSIBILITIES

Executive shall serve the Company in the capacity of Executive Chairman and shall fully and faithfully perform such duties and exercise such powers as are incidental to such position including those duties set out in the following paragraphs in connection with the business of the Company, its affiliates and joint ventures and such other compatible duties and powers as may from time to time be assigned to the Executive by the board of directors of the Company (the “Board of Directors”).

Executive is to have responsibility for the supervision, and direction of the Company with the obligation, duty, authority, and power to do all acts and things as are customarily done by persons holding the position of Executive in companies/corporations of similar size to the Company and to do all acts and things as are reasonably necessary for the efficient and proper operation and development of the Company.

Such responsibilities shall include, but shall not be limited to, (i) reporting to the Board of Directors, (ii) supervising and directing the senior officers of the Company and the


officers of the Company’s joint ventures, (iii) working closely with the President and CEO, the Co-Chairman, the CFO and COO and senior officers to represent the Company’s interests in its existing joint ventures and to increase the Company’s global oil and gas portfolio, (iv) supported by the senior officers, developing work programs for Company’s existing oil and gas joint ventures and ensuring that these programs and budgets are met and the Company’s corporate policies and procedures are adhered to and (v) supported by the senior officers, increasing the Company’s stakes in its existing joint ventures and acquiring development/production assets that would increase the Company's reserves base in the short to medium term.

Executive shall fully and faithfully perform such duties and fulfill such obligations, as are commensurate with his appointment as Executive. Executive shall devote full attention using his best efforts to apply his skill and experience to perform his duties hereunder and promote the interests of the business and projects of the Company.

Executive places on record that he has other oil and gas interests and holds positions in other public and private oil and gas companies. The Executive further acknowledges that these interests and positions do not interfere with Executive’s ability to carry out his responsibilities hereunder and do not contravene the requirements of this Agreement.

The Executive acknowledges that he may be required to work beyond the normal work week for the proper performance of his duties, and that he shall not receive further remuneration in respect of such additional hours. The parties each agree that the nature of the Executive’s position is such that his working time cannot be measured and, accordingly, that the appointment falls within the scope of regulation 20 of the Working Time Regulations 1998.

The Executive shall perform his duties at the liaison office of the Company in Istanbul, Turkey or such other location as the Company may reasonably require for the proper performance and exercise of his duties. The Executive agrees to travel on the Company’s business both within Kazakhstan or anywhere else in the world as may be required for the proper performance of his duties under this Agreement.

2. T ERM

The term of this Agreement (the “Term”) shall be effective for a three-year period from December 9, 2007 and shall continue until December 8, 2010 or such earlier date as this Agreement may be terminated in accordance with the provisions of this Agreement or by Executive’s resignation. This Agreement and the continuation of Executive’s services to the Company, along with his positions and titles with the Company and its affiliates, may be renewed at the end of the said Term on conditions mutually acceptable to the Provider and the Company; however, if the same are not renewed, this Agreement shall terminate on December 8, 2010 without further requirement of notice or pay in lieu thereof. The Company will provide notice of at least ninety (90) days if it intends to renew this Agreement.

3. C OMPENSATION

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a) Fees: For services rendered by Executive during the term of this Agreement, the Provider shall be paid a signing bonus of US$ 200,000, payable in three installments, one-third to be paid immediately upon execution of this Agreement, one-third to be paid by January 15, 2008, and one-third to be paid by February 15, 2008. In addition, the Provider shall be entitled to a monthly fee of US$ 34,500 for the first year, US$ 37,500 for the second year and US$ 40,000 for the third year. The monthly fee will be paid monthly on or around the 26 th day of the month into the Provider’s nominated bank account(s). Such fee shall be reviewed annually and may be increased at the sole discretion of the Board of Directors taking into account, among other things, individual performance and general business conditions.

Company and Executive acknowledge that the services of the Executive are to be supplied on the basis that the compensation paid to the Executive for services performed will be subject to applicable taxation, if any. GST, if applicable, will be paid by the Company.

b)       Stock Options:
 
 
 

(1) In consideration of the Executive’s agreement to assume the responsibilities as described above as the Company’s Executive Chairman, the Company grants to the Provider options to purchase 8 million shares of the Company’s common stock at an exercise price of $0.10 per share (the “Options”). The Options are in lieu of and replace any stock options granted earlier to the Provider. The Options shall be governed by the Company’s form of Stock Option Agreement, which shall be executed either simultaneously herewith or shortly thereafter. The Company and the Provider agree that the Options shall be issued and deemed to be “non-qualified deferred compensation," as such term is defined by Section 409A of the US Income Tax Act.

(2) The Options shall vest in accordance with the following schedule:

     (i)  20% of the Options shall vest immediately;

      (ii) 10% of the Options shall vest upon the Company’s common stock achieving a per share price of US$ 0.35 on the Over the Counter Bulletin Board quotation system (OTC/BB) for a minimum of five consecutive trading days;

      (iii) 25% of the Options shall vest upon the Company’s common stock achieving a per share price of US$ 0.50 on the Over the Counter Bulletin Board quotation system (OTC/BB) for a minimum of five consecutive trading days; and

      (iv) 45% of the Options shall vest upon the Company’s common stock achieving a per share price of US$ 1.00 on the Over the Counter Bulletin Board quotation system (OTC/BB) for a minimum of five consecutive trading days.

      (3) The Options shall be exercisable for a period of three (3) years from the date of vesting and have an exercise price of $0.10 per share.

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4. B ENEFITS , P ERQUISITES AND B USINESS E XPENSES

a) The Provider shall be entitled to participate in any future Stock Option Plan of Company on such terms as may be determined by the Board of Directors.

b) The Provider shall be entitled to be reimbursed for all reasonable expenses incurred by it or the Executive in connection with the conduct of the business of the Company pursuant to this Agreement. Such expenses shall be reimbursed within thirty (30) days following presentation of sufficient evidence of such expenditures, provided such expenditures are in accordance with the Company’s Staff Travel Policy as may be amended from time to time.

c) Executive shall be entitled to air travel in accordance with the Company’s Staff Travel Policy, as may be amended from time to time, whilst on Company business.

d) The Company shall provide the Executive with a comprehensive health insurance and dental plan.

e)       The Executive shall be entitled to 5 weeks of paid vacation per annum.
 
f)       The Executive shall be entitled to US$5,000 per month for administrative assistance.
 

 


5. T ERMINATION


a) Termination by the Company without cause: The Company shall be entitled to terminate this Agreement at any time without cause by giving the Provider one (1) month prior written notice of the termination but the Company shall be required to continue to pay the Provider’s monthly fee payments until the earlier to expire of 12 months from the date of such termination and the then current Term of this Agreement. In the event of termination of this Agreement hereunder without cause, Executive shall be immediately relieved of all of his responsibilities and authorities as an officer, director and employee of the Company and as an officer, director and employee of each and every affiliate in the Company effective as of the date of termination hereof fixed by the Company. In the event of termination without cause, rights and benefits of the Executive under the employee benefits plans and programs of the Company shall continue until expiry of the then current Term of this Agreement. If any such benefit or program cannot be so continued, Executive shall be entitled to receive a cash payment equal to the value of such benefits for such period.

b) Termination by the Company for cause: The Company shall be entitled to terminate this Agreement for cause at any time without notice and without any payment in lieu of notice. In the event of termination for cause, the Company’s obligations hereunder shall immediately cease and terminate and Executive shall be immediately relieved of all of his responsibilities and authorities as an officer, director and employee of the Company and as an officer, director and employee of each and every affiliate in the Company and in such an event there will be no continued monthly fee payments by the

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Company to the Provider. For


 
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