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Big Sky Energy
Corporation
750, 440 –
2 nd
Avenue
SW |
Calgary,
Alberta
Canada, T2P
5E9 |
Effective as of
December 9, 2007
STRICTLY
PRIVATE AND CONFIDENTIAL
Hillgate
Associates Ltd. c/o Dr. Servet Harunoglu
Re:
Consulting
Agreement
Dear Dr.
Harunoglu: |
We wish to confirm
our discussions concerning Big Sky Energy Corporation (referred to
herein as the “Company”) retaining the services of
Hillgate Associates Ltd. (the “Provider”), through
which you will fulfil 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”) by on the terms and conditions set forth
below. Throughout this document, the term “Executive”
shall mean Dr. Harunoglu, whose time and services are provided by
the Provider.
1.
P
OSITION
AND R
ESPONSIBILITIES
Executive shall
serve the Company in the capacity of Chief Executive Officer and
President and shall fully and faithfully perform such duties and
exercise such powers as are incidental to such positions including
those duties set out in the following paragraph 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”).
In order to carry
out such responsibilities, Executive shall also be appointed as
President of the Company’s subsidiaries and indirect or
ultimate subsidiaries, or such other position as is mutually agreed
and shall be appointed or nominated for appointment as a director
of the Company and its subsidiaries and/or affiliates at each
meeting of shareholders at which directors are to be
elected.
Executive shall
have managerial supervision and responsibility for operational,
financial and strategic aspects of the business of the Company and
any of its subsidiaries and/or affiliates.
Such
responsibilities shall include, but shall not be limited to, (i)
reporting to the Board of Directors of Big Sky, (ii) supervising
and directing the senior officers of the Company and the
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other secondees to
the Company’s joint ventures, (iii) working closely with the
CFO and COO and leading those senior officers reporting directly
and indirectly to him, and being responsible for 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, to develop work programs for
Company’s existing oil and gas joint ventures, to ensure that
these programs and budgets are met and Company’s corporate
policies and procedures are adhered to and (v) supported by the
senior officers, to increase Company’s stakes in its existing
joint ventures and acquire development/production assets that would
increase Company’s reserves base in the short to medium
term.
Executive shall
fully and faithfully perform such duties and fulfil such
obligations, as are commensurate with his appointment as an officer
of the Company. 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. The Company acknowledges that the
Executive has other business interests and is holding positions in
other public and private companies. The Company further
acknowledges that these other interests and positions do not
interfere with Executive’s ability to carry out his
responsibilities hereunder, and do not otherwise contravene the
requirements of this Agreement and that the Executive shall not be
precluded from pursuing, acquiring or maintaining similar positions
or interests.
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 primarily 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 hereof 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 Dec. 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.
a)
Fees: For services rendered by
Executive during the term of this Agreement, the Provider shall be
paid a signing bonus of US$ 250,000, payable in three installments
of US$
2
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100,000 to be paid
immediately upon execution of this Agreement, US$ 75,000 to be paid
by January 15, 2008, and US$ 75,000 to be paid by February 15,
2008. In addition, the Provider shal be entitled to and a monthly
fee of US$ 42,000. 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.
| b)
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Stock
Options: |
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(1) In
consideration of the Executive’s agreement to assume the
responsibilities as |
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described above as
the Company’s CEO and President, the Company grants to the
Provider options to purchase 10 million shares of the
Company’s common stock at an exercise price of $0.10 per
share (the “Options”). The Options shall be governed by
the Company’s form of Stock Option Agreement, which shall be
executed either simultaneously herewith or shortly thereafter. [The
Company and the Provider agree that the Options shall be issued and
deemed to be “non-qualified deferred compensation," as such
term is defined by Section 409A of the US Income Tax Act and that
the exercise price for such options has been discounted from the
current market for the Company’s common stock to compensate
the Provider for services provided to the Company prior to
finalization and execution of this Agreement.]
| (2)
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The Options shall
vest in accordance with the following schedule: |
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(i)
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20% of the Options
shall vest immediately; |
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(ii)
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10% of the Options
shall vest upon the Company’s common stock achieving
a |
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per share price of
US$ 0.35 on the Over the Counter Bulletin Board quotation system
(OTE/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 (OTE/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 (OTE/BB) for a minimum of five consecutive
trading days.
(3) The Options
shall be exercisable for a period of two (2) 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 business class air travel at any time, in accordance
with the Company’s Staff Travel Policy, as may be amended
from time to time, whilst on Company business.
d) The Company will
provide Executive with a car and driver (fully serviced and
maintained, including petrol).
e) The Company
shall pay the fees associated with membership in a
businessman’s club in Kazakhstan.
f) The Company
shall provide the Executive with a comprehensive health insurance
and dental plan.
g) The Executive
shall be entitled to 5 weeks of paid vacation per annum.
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
pr
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