Consulting
Agreement
This consulting
agreement (the “ Agreement ”), entered into on
June 30, 2009 and effective as of the Effective Date (as defined in
Section 1), is made by and between Longwei Petroleum Investment
Holding Limited, a Colorado corporation (together with any
successor thereto, the “ Company ”), and James
Crane, an independent provider of services (the “
Contractor ”).
RECITALS
A.
The Company desires to
assure itself of the services of the Contractor, as an independent
contractor, by engaging the Contractor to perform services under
the terms hereof.
B.
The Contractor desires
to provide services to the Company, as an independent contractor,
on the terms herein provided.
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing and of the respective covenants and
agreements set forth below the parties hereto agree as
follows:
1.
Certain
Definitions .
(a)
“ Stock
Award ” shall have the meaning set forth in
Section 3.
(b)
“ Board
” shall mean the Board of Directors of the
Company.
(c)
“ Company
” shall, except as otherwise provided in Section 6(f), have
the meaning set forth in the preamble hereto.
(d)
“
Contractor ” shall have the meaning set forth in the
preamble hereto.
(e)
“ Date of
Termination ” shall mean the date indicated in the Notice
of Termination or the date specified by the Company pursuant to
Section 4(b), whichever is earlier.
(f)
“ Effective
Date ” shall mean July 1, 2009, the date
Contractor’s consulting with the Company will be deemed to
commence hereunder, and in accordance with the
Agreement.
(g)
“ Notice of
Termination ” shall have the meaning set forth in
Section 4(b).
(h)
“ Term
” shall have the meaning set forth in
Section 2(b).
(i)
“ SEC
” shall mean the United States Securities and Exchange
Commission.
2.
Consulting
.
(a)
In
General .
The Company shall engage the Contractor and the Contractor
shall perform services on behalf of the Company upon the other
terms and conditions herein provided.
(b)
Term of
Agreement .
The initial term under this Agreement (the “ Initial
Term ”) shall be for the period beginning on the
Effective Date and ending on the three month anniversary thereof,
unless earlier terminated as provided in Section 4.
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(c)
Position and
Duties .
During the Term, the Contractor shall provide services to the
Company as defined in Exhibit A to the Agreement. The
Contractor will be subject to direction of the Board; shall report
directly to the Board; and agrees to observe and comply with the
Company’s rules and policies as adopted by the Company from
time to time.
3.
Compensation and
Related Matters .
(a)
Cash.
The Contractor will agree to provide
services to the Company on a monthly basis as outlined in Exhibit
A. The Contractor will receive a monthly retainer for $10,000
for each month within the term of the Agreement.
(b)
Stock
Awards .
On June 30, 2009, the Company and the Contractor agreed that
the Contractor should receive a stock award of 25,000 shares of the
Company’s common stock (the “Stock Award”).
Such shares of common stock are issued as compensation for
the performance of the Contractor's services over the Term and as
defined in Exhibit A.
(c)
Vesting
. The Stock Award will
be vested according to the following timeline:
1.)
25,000 shares of the
Company's common stock shall vest on a pro rata basis over the
three months subsequent to the Effective Date.
(d)
Expenses
. The Company
shall reimburse the Contractor for all reasonable travel and other
business expenses incurred by him in the performance of his duties
to the Company in accordance with the Company’s applicable
expense reimbursement policies and procedures. The travel
needs to be approved by the Company in advance.
4.
Termination
.
(a)
The Contractor’s
Consulting hereunder may be terminated by the Company or the
Contractor, as applicable, for any reason with or without cause,
without any breach of this Agreement.
(b)
Notice of
Termination . Any termination of the
Contractor’s Consulting by the Company or by the Contractor
under this Section 4 shall be at least 30 days following the date
of such notice (a “ Notice of Termination
”).
(c)
Termination due to
Death or Disability . If the Agreement is
terminated by reason of the Contractor's death or Disability, then
the Contractor or, as applicable, his estate or other legal
representative, shall be entitled to receive the amounts described
in Section 4(c), if the Contractor, or his legal representative,
executes and does not thereafter revoke, a General Release in a
form acceptable to the Company.
5.
Contractor
Obligations Upon Termination of Consulting
(a)
Contractor will deliver
to the Company any compositions, articles, devices, computer
software, computer diskettes and other storage media including all
copies or specimens thereof in their possession (whether at the
place of work, at home or elsewhere), that have been prepared or
made by the Contractor or others, and any other items which
disclose or embody Confidential Information, or reproductions of
any aforementioned items developed by the Contractor pursuant
to services provided by the Contractor or otherwise belonging to
the Company, its successors or assignees, including, but not
limited to, those records maintained pursuant to Section
2(c).
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6.
Governing
Law .
This Agreement shall be governed, construed, interpreted and
enforced in accordance with the substantive laws of the State of
New York.
7.
Dispute
Resolution. Any controversy or claim arising out
of or relating to this Agreement shall be resolved by arbitration
before a panel of one arbitrator in accordance with the
Commercial
