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Consulting Agreement

Consulting Services Agreement

Consulting Agreement | Document Parties: Big Sky Energy Corporation | Hillgate Associates Ltd You are currently viewing:
This Consulting Services Agreement involves

Big Sky Energy Corporation | Hillgate Associates Ltd

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Title: Consulting Agreement
Date: 4/4/2008

Consulting Agreement, Parties: big sky energy corporation , hillgate associates ltd
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[Execution Copy]


 

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.

3.     C OMPENSATION  
     

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$

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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)       Stock Options:
 
  (1) In consideration of the Executive’s agreement to assume the responsibilities as
 

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)       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 (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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