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Execution
Copy
Monday, December
24, 2007 |
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
Suntree
Limited c/o Adv. Barry Swersky
Re:
Consulting
Agreement
Dear Mr.
Swersky: |
We wish to confirm
our discussions concerning Big Sky Energy Corporation (referred to
herein as the “Company”) retaining the services of
Suntree 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. Barry Swersky., whose time and services are provided
by the Provider.
1.
P
OSITION
AND R
ESPONSIBILITIES
Executive shall
serve the Company in the capacity of Co-Chairman and Board Member
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”).
As Executive 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. In particular Executive shall supervise legal matters
and Corporate Governance.
Such
responsibilities shall include, but shall not be limited to, (i)
reporting to the Board of Directors of Big Sky, (ii) working
closely with the President and CEO, the Executive 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,
increasing Company's stakes in its existing joint ventures and
acquiring 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 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 does not have other oil and gas interests and does
not hold positions in other public and private oil and gas
companies. However should the Executive have other oil and gas
interests in the future, then full disclosure will be made to the
Company. The Executive further acknowledges that these other
interests will not interfere with the Executive’s ability to
carry out his responsibilities hereunder and will not contravene
the requirements of this Agreement. The Executive does have and may
have other business interests which do not interfere with his
ability to carry out his responsibilities.
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 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$ 175,000, 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$ 25,000 for
the first year, US$ 27,500 for the second year and US$ 30,000
for
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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.
| 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 Executive, the Company grants to the Provider
options to purchase 6 million shares of the Company’s common
stock at an exercise price of $0.10 per share (the
“Options”). The Options are in lieu of and replace any
stock options granted earlier to the Provider. The Options shall be
governed by the Company’s form of Stock Option Agreement,
which shall be executed either simultaneously herewith or shortly
thereafter. The Company and the Provider agree that the Options
shall be issued and deemed to be “non-qualified deferred
compensation," as such term is defined by Section 409A of the US
Income Tax Act.
| (2)
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The Options shall
vest in accordance with the following schedule: |
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(i)
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20% of the Options
shall vest immediately; |
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(ii)
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10% of the Options
shall vest upon the Company’s common stock achieving
a |
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per share price of
US$ 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 three (3) years from the date
of vesting and have an exercise price of $0.10 per
share.
4.
B
ENEFITS ,
P ERQUISITES AND B
USINESS E
XPENSES
a) The Provider
shall be entitled to participate in any future Stock Option Plan of
Company on such terms as may be determined by the Board of
Directors.
b) The Provider
shall be entitled to be reimbursed for all reasonable expenses
incurred by it or the Executive in connection with the conduct of
the business of the Company pursuant to this
3
Agreement. Such
expenses shall be reimbursed within thirty (30) days following
presentation of sufficient evidence of such expenditures, provided
such expenditures are in accordance with the Company’s Staff
Travel Policy as may be amended from time to time.
c) Executive shall
be entitled to air travel in accordance with the Company’s
Staff Travel Policy, as may be amended from time to time, whilst on
Company business.
d) The Company
shall provide the Executive with a comprehensive health insurance
and dental plan.
| e)
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The Executive shall
be entitled to 5 weeks of paid vacation per annum. |
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| f)
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The Executive shall
be entitled to US$ 5 000 per month for administrative
assistance. |
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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)
Terminat
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