Exhibit 10.1
__________
FURTHER AMENDED AND
RESTATED
EXECUTIVE SERVICES
AGREEMENT
Between :
URANIUM ENERGY
CORP.
And :
AMIR ADNANI CORP.
Uranium Energy
Corp.
9801 Anderson Mill Road, Suite 230,
Austin, Texas, U.S.A., 78750
__________
FURTHER AMENDED AND
RESTATED
EXECUTIVE SERVICES
AGREEMENT
THIS FURTHER AMENDED AND RESTATED EXECUTIVE SERVICES
AGREEMENT is made and dated for reference effective
as fully executed on July 23, 2009 .
BETWEEN :
URANIUM ENERGY CORP.
, a company incorporated
under the
laws of the State of Nevada, U.S.A., and having an executive
office
and an address for notice and delivery located at 9801 Anderson
Mill Road, Suite 230, Austin, Texas, U.S.A., 78750
(the " Company ");
OF THE FIRST PART
AND :
AMIR ADNANI CORP.
, a company incorporated
under the laws
of the Province of British Columbia, Canada, and having an
executive office and an address for notice and delivery located
at
Suite 320, 1111 West Hastings Street, Vancouver, British
Columbia, Canada, V6E 2J3
(the " Consultant
");
OF THE SECOND PART
(the Company and the Consultant being
hereinafter singularly also
referred to as a " Party " and collectively referred to as
the
" Parties " as the context so requires).
WHEREAS :
A.
The Company is a reporting company incorporated under the laws of
the State of Nevada, U.S.A., and has its common shares listed for
trading on the American Stock Exchange;
B.
The Consultant has experience in and specializes in providing
reporting and non-reporting companies with valuable management and
operational services, and the Consultant is owned and controlled by
Amir Adnani (Mr. " Adnani ") who is the current President,
Chief Executive Officer and a director of the Company;
C.
The
Company is involved in the principal business of acquiring,
exploring and developing various resource properties of merit
(collectively, the " Business "); and, as a consequence
thereof, the Company is hereby desirous of continuing to retain the
Consultant as a consultant to the Company and, through the Company,
the various consulting services being provided and to be provided
by Mr. Adnani through the Consultant to the Company, and the
Consultant is hereby desirous of accepting such position in order
to provide such related services to the Company (collectively, the
" General Services ");
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D.
In
accordance with the terms and conditions of each of a certain and
underlying "Executive Services Agreement", dated for reference
effective as at July 1, 2008, as amended by certain letter
agreements to the same, dated for reference effective as at July 1,
2007 and November 1, 2007, respectively, each as entered into
between the Company and Mr. Adnani (collectively, the "
Underlying Agreement "); a copy of which Underlying
Agreement being attached hereto as Schedule "A" and forming a
material part hereof; the parties thereby formalized the
appointment of Mr. Adnani as both the President, Chief Executive
officer and as a consultant to the Company together with the
provision for certain related management and operational services
to be provided by Mr. Adnani to the Company in accordance with the
terms and conditions of the Underlying Agreement;
E.
Since
the entering into of the Underlying Agreement, and as a consequence
of the Mr. Adnani's increasing and valuable role within the
Company, the Parties hereby acknowledge and agree that there have
been various discussions, negotiations, understandings and
agreements between them relating to the terms and conditions of the
General Services and, correspondingly, that it is their intention
by the terms and conditions of this "Further Amended and Restated
Executive Services Agreement" (the " Agreement ") to hereby
replace, in their entirety, the Underlying Agreement, together with
all such prior discussions, negotiations, understandings and
agreements with respect to the General Services; and
F.
The
Parties hereto have agreed to enter into this Agreement which
replaces, in its entirety, the Underlying Agreement, together with
all such prior discussions, negotiations, understandings and
agreements, and, furthermore, which necessarily clarifies their
respective duties and obligations with respect to the within
General Services to be provided hereunder, all in accordance with
the terms and conditions of this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that, in
consideration of the mutual covenants and provisos herein
contained, THE PARTIES HERETO AGREE AS FOLLOWS
:
Article 1
DEFINITIONS, INTERPRETATION, SCHEDULE AND ENTIRE
AGREEMENT
1.1
Definitions . For all purposes of this Agreement,
except as otherwise expressly provided or unless the context
otherwise requires, the following words and phrases shall have the
following meanings:
(a) "
18-months Severance Fee " has the meaning ascribed to it in
section "3.5" hereinbelow;
(b) "
Adnani " means Amir Adnani who owns and controls the
corporate Consultant herein;
(c) "
Advance " has the meaning ascribed to it in section "3.6"
hereinbelow;
(d) "
Agreement " means this Further Amended and Restated
Executive Services Agreement as from time to time supplemented or
amended by one or more agreements entered into pursuant to the
applicable provisions hereof, together with any Schedules attached
hereto;
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(e) "
AMEX " means The American Stock Exchange, or any successor
stock exchange, however formed, whether as a result of merger,
amalgamation or other action;
(f) " Arbitration
Rules " means the Rules of the American Arbitration Association
, as amended from time to
time, as set forth in Article "9" hereinbelow;
(g) "
Benefits " has the meaning ascribed to it in section "4.9"
hereinbelow;
(h) "
Benefits Extension " has the meaning ascribed to it in
section "3.2" hereinbelow;
(i) "
Board of Directors " means the Board of Directors of the
Company as duly constituted from time to time;
(j) "
Bonus " has the meaning ascribed to it in section "4.4"
hereinbelow;
(k) "
Business " has the meaning ascribed to it in recital "C."
hereinabove.
(l) "
business day " means any day during which United States
Canadian Chartered Banks are open for business in the City of
Austin, State of Texas, U.S.A.;
(m) "
Change of Control " means, in relation to section "3.5"
hereinbelow, the occurrence of any of the following
events:
(i) the acquisition,
whether direct or indirect, of voting shares of the Company in
excess of 51% of the issued and outstanding voting shares of the
Company by a person or group of persons acting in concert, other
than through an employee share purchase plan or employee share
ownership plan and other than by persons who are, or who are
controlled by, the existing shareholders of the Company;
(ii) any change or changes in
the composition of the Board of Directors of the Company from the
Effective Date such that less than a majority of the current Board
of Directors continues to consist of directors who are continuing
directors (each a " Continuing Director "). In this regard
Continuing Director means an individual who is a member of the
Board of Directors as of the Effective Date, or who becomes a
member of the Board of Directors subsequent to the Effective Date
with the approval of a majority of the Directors who were
Continuing Directors as of the Effective Date;
(iii) a
merger of the voting shares of the Company where the voting shares
of the resulting merged company are owned or controlled by
shareholders of whom more than 51% are not the same as the
shareholders of the Company immediately prior to the merger; or
(iv) a sale by the Company of
substantially all of the assets of the Company to an entity that is
not controlled by either the shareholders of the Company or by the
Company;
(n) "
Company " means Uranium Energy Corp., a company incorporated
under the laws of the State of Nevada, U.S.A., or any successor
company, however formed, whether as a result of merger,
amalgamation or other action;
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(o) "
Company's Non-Renewal Notice " has the meaning ascribed to
in section "3.2" hereinbelow;
(p) "
Consultant " means Amir Adnani Corp., a company incorporated
under the laws of the Province of British Columbia, Canada, or any
successor company, however formed, whether as a result of merger,
amalgamation or other action, together with Mr. Adnani as the
context so requires;
(q) "
Effective Date " has the meaning ascribed to in section
"3.1" hereinbelow;
(r) "
Effective Termination Date " has the meaning ascribed to it
in each of sections "3.2" "3.3", "3.4", "3.5", "3.6", "3.7", "3.8"
and "5.3" hereinbelow;
(s) "
Exchange Act ", " Form S-8 Registration Statement ",
" SEC ", " Registration Statement " and "
Securities Act " have the meanings ascribed to them in
section "4.8" hereinbelow;
(t) "
Expenses " has the meaning ascribed to it in section "4.5"
hereinbelow;
(u) "
Fee " has the meaning ascribed to it in section "4.1"
hereinbelow;
(v) "
General Services " has the meaning ascribed to it in section
"2.1" hereinbelow;
(w) "
Indemnified Party " has the meaning ascribed to it in
section "7.1" hereinbelow;
(x) "
Initial Term " has the meaning ascribed to it in section
"3.1" hereinbelow;
(y) "
Just Cause " means any act, omission, behavior, conduct or
circumstance of the Consultant that constitutes just cause for
dismissal of the Consultant at common law;
(z) "
Notice of Termination Date " has the meaning ascribed to it
in each of sections "3.3", "3.4", "3.5", "3.6", "3.8" and "5.3"
hereinbelow;
(aa) "
Option " has the meaning ascribed to it in section "4.7"
hereinbelow;
(ab) "
Option Plan " has the meaning ascribed to it in section
"4.7" hereinbelow;
(ac) "
Option Share " has the meaning ascribed to it in section
"4.7" hereinbelow;
(ad) "
Options Extension " has the meaning ascribed to it in
section "3.2" hereinbelow;
(ae) "
Outstanding Expense Reimbursements " has the meaning
ascribed to it in section "3.2" hereinbelow;
(af) "
Outstanding Vacation Pay " has the meaning ascribed to it in
section "3.2" hereinbelow;
(ag) "
Parties " or " Party " means, individually and
collectively, the Company, and/or the Consultant hereto, as the
context so requires, together with each of their respective
successors and permitted assigns as the context so
requires;
(ah) "
Property " has the meaning ascribed to it in section "5.4"
hereinbelow;
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(ai) "
Regulatory Approval " means the acceptance for filing, if
required, of the transactions contemplated by this Agreement by the
Regulatory Authorities;
(aj) "
Regulatory Authorities " and " Regulatory Authority "
means, either singularly or collectively as the context so
requires, such regulatory agencies who have jurisdiction over the
affairs of either of the Company and/or the Consultant
and including, without
limitation, and where applicable, the United States Securities and
Exchange Commission, AMEX and all regulatory authorities from whom
any such authorization, approval or other action is required to be
obtained or to be made in connection with the transactions
contemplated by this Agreement;
(ak) "
Renewal Period " has the meaning ascribed to it in section
"3.2" hereinbelow;
(al) "
Severance Package " has the meaning ascribed to it in each
of sections "3.2", "3.3", "3.5", "3.7" and "3.8"
hereinbelow;
(am) "
subsidiary " means any company or companies of which
more than 50% of the outstanding shares carrying votes at all times
(provided that the ownership of such shares confers the right at
all times to elect at least a majority of the directors of such
company or companies) are for the time being owned by or held for
that company and/or any other company in like relation to that
company and includes any company in like relation to the
subsidiary;
(an) "
Termination as an Executive Officer " has the meaning
ascribed to it in section "3.8"hereinbelow;
(ao) "
Underlying Agreement " has the meaning ascribed to it in
recital "D." hereinabove; and a copy of which Underlying Agreement
being attached hereto as Schedule "A" and forming a material part
hereof; and
(ap) "
Vacation " has the meaning ascribed to it in section "4.6"
hereinbelow.
1.2
Interpretation . For the purposes of this Agreement,
except as otherwise expressly provided or unless the context
otherwise requires:
(a) the
words " herein ", " hereof " and " hereunder "
and other words of similar import refer to this Agreement as a
whole and not to any particular Article, section or other
subdivision of this Agreement;
(b) any
reference to an entity shall include and shall be deemed to be a
reference to any entity that is a permitted successor to such
entity; and
(c) words
in the singular include the plural and words in the masculine
gender include the feminine and neuter genders, and vice
versa .
1.3
Schedule . For the purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise
requires, the following shall represent the Schedule which is
attached to this Agreement and which forms a material part
hereof:
|
Schedule
|
Description of
Schedule
|
|
Schedule "A":
|
Underlying Agreement.
|
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1.4
Entire agreement . This Agreement constitutes the
entire agreement to date between the Parties hereto and supersedes
every previous agreement, communication, expectation, negotiation,
representation or understanding, whether oral or written, express
or implied, statutory or otherwise, between the Parties hereto with
respect to the subject matter of this Agreement and including,
without limitation, the Underlying Agreement which is hereby
confirmed as superseded, in its entirety, by the terms and
conditions of this Agreement.
Article 2
GENERAL SERVICES AND DUTIES OF THE CONSULTANT
2.1
General Services . During the Initial Term and during
the continuance of this Agreement the Company hereby agrees
to retain the Consultant as a consultant to the Company, and the
Consultant hereby agrees to be subject to the direction and
supervision of, and to
have the authority as is delegated to the Consultant
by, the Board of
Directors consistent with such position, and the Consultant
also agrees to accept
such position in order to provide such related management and
operational services as the Board of Directors shall, from time to
time, reasonably assign to the Consultant and as may be necessary for the
ongoing maintenance and development of the Company's various
Business interests during the Initial Term and during the
continuance of this Agreement (collectively, the " General
Services "); it being expressly acknowledged and agreed by the
Parties hereto that the Consultant and, through the
Consultant, Mr. Adnani, shall initially commit and provide to
the Company the General Services on a reasonably full-time basis
during the Initial Term and during the continuance of this
Agreement for which the Company, as more particularly set forth
hereinbelow, hereby agrees to pay and provide to the order and
direction of the Consultant each of the proposed compensation
amounts as set forth in Articles "4" hereinbelow.
In
this regard it is hereby acknowledged and agreed that the
Consultant shall be
entitled to communicate with and shall rely upon the immediate
advice, direction and instructions of the Chairman of the Board of
Directors, or upon the advice or instructions of such other
director or officer of the Company as the Chairman of the Board of
Directors shall, from time to time, designate in times of the
Chairman of the Board of Director's absence, in order to initiate,
coordinate and implement the General Services as contemplated
herein subject, at all times, to the final direction and
supervision of the Board of Directors.
2.2
Additional duties respecting the General Services .
Without in any manner limiting the generality of the General
Services to be provided as set forth in section "2.1" hereinabove,
it is hereby also acknowledged and agreed that Consultant
and, through the Consultant, Mr. Adnani, will, during the Initial Term and
during the continuance of this Agreement, devote a reasonably
full-time portion of the Consultant's and Mr. Adnani's
consulting time to the
General Services of the Consultant as may be determined and required by
the Board of Directors for the performance of said General Services
faithfully, diligently, to the best of the Consultant's and
Mr. Adnani's abilities
and in the best interests of the Company and, furthermore, that
the Consultant's and Mr. Adnani's consulting time will be prioritized
at all times for the Company in that regard.
2.3
Adherence to rules and policies of the Company .
The Consultant and, through the Consultant, Mr. Adnani,
hereby acknowledges and
agrees to abide by the reasonable rules, regulations, instructions,
personnel practices and policies of the Company and any changes
therein which may be adopted from time to time by the same as such
rules, regulations, instructions, personnel practices and policies
may be reasonably applied to the Consultant as a consultant to the Company
.
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Article 3
INITIAL TERM, RENEWAL AND TERMINATION
3.1
Effectiveness and Initial Term of the Agreement . The
initial term of this Agreement (the " Initial Term ") is for
a period of three years commencing on July 23, 2009 (the "
Effective Date "), however, is subject, at all times, to the
Company's prior receipt, if required, of Regulatory Approval from
each of the Regulatory Authorities to the terms and conditions of
and the transactions contemplated by this Agreement within 30
calendar days of the due and complete execution of this Agreement
by both Parties hereto; failing said Regulatory Approval, if
required, this Agreement will be deemed null and void ab
initio .
3.2
Renewal by the Company after the Initial Term and Severance
Package if not renewed . Subject at all times to sections
"3.3", "3.4", "3.5", "3.6", "3.7", "3.8" and "5.3" hereinbelow,
this Agreement shall renew automatically if not specifically
terminated in accordance with the following provisions. The Company
agrees to notify the Consultant in writing at least 90 calendar
days prior to the end of the Initial Term of its intent not to
renew this Agreement (the " Company's Non-Renewal Notice
").
Should the Company fail to provide a Company's Non-Renewal Notice,
this Agreement shall automatically renew on a three-month to
three-month term renewal basis after the Initial Term until
otherwise specifically renewed in writing by each of the Parties
hereto for the next three-month term of renewal or, otherwise,
terminated upon delivery by the Company of a corresponding and
follow-up 90 calendar day Company's Non-Renewal Notice in
connection with and within 90 calendar days prior to the end of any
such three-month term renewal period (in each such instance a "
Renewal Period " hereunder). Any such Renewal Period on a
three-month basis shall be on the same terms and conditions
contained herein unless modified and agreed to in writing by the
Parties in advance.
Should the Company, however, provide a Company's Non-Renewal Notice
either during the Initial Term or during any Renewal Period
hereunder and within 90 calendar days prior to the end of such
Initial Term or Renewal Period as the case may be (the end of such
90-day period from such Company's Non-Renewal Notice being the "
Effective Termination Date " herein), the Consultant's
ongoing obligation to provide the General Services will continue
until the Effective Termination Date and, subject to the following
severance package (the " Severance Package " herein)
obligation of the Company, the Company's shall continue to be
obligated to provide and to pay to the Consultant and to Mr. Adnani
all of the amounts otherwise payable to the Consultant under
Article "4" hereinbelow until the Effective Termination Date. In
this regard, and in addition to all of the amounts otherwise due
and payable to the Consultant and Mr. Adnani under Article "4"
hereinbelow until the Effective Termination Date, the Company shall
also pay and provide to the Consultant and Mr. Adnani the following
amounts in the following manner, however, subject, at all times, to
the Consultant's ongoing compliance with the Consultant's
obligations under Article "5" hereinbelow, such ongoing
compensation representing the Consultant's clear and unequivocal
Severance Package for the non-renewal of this Agreement upon the
completion of the Initial Term or any Renewal Period of this
Agreement:
(a)
an additional severance cash payment equating to an aggregate of
four months of the then monthly "Fee" (as hereinafter defined) for
each full year, and any portion thereof, of the Initial Term and
any Renewal Period during which this Agreement was in force and
effect and during which General Services were rendered hereunder,
payable by the Company to the Consultant on the Effective
Termination Date; and payable within 14 calendar days of the
Effective Termination Date;
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(b)
any "Expense" (as hereinafter defined) payment reimbursements which
would then be due and owing by the Company to the Consultant to the
date of the Effective Termination Date and, subject to the
Consultant's prior compliance with the provisions of section "4.5"
hereinbelow, payable within 14 calendar days of the Effective
Termination Date (the " Outstanding Expense Reimbursements
");
(c)
any pro rata and unused "Vacation" (as hereinafter defined) pay
which would then be due and owing by the Company to Mr. Adnani to
the date of the Effective Termination Date and payable within 14
calendar days of the Effective Termination Date (the "
Outstanding Vacation Pay ");
(d) subject
to the provisions of sections "4.7" and "4.8" hereinbelow,
confirmation that all of the Consultant's and Mr. Adnani's then
issued and outstanding and vested "Options" (as hereinafter
defined) in and to the Company as at the Effective Termination Date
are exercisable for a period of one year from the Effective
Termination Date (the " Options Extension "); and
(e)
confirmation that all of the Consultant's and Mr. Adnani's then
"Benefits" (as hereinafter defined) coverage would be extended to
the Consultant and Mr. Adnani for a period ending two years from
the Effective Termination Date (the " Benefits Extension
").
3.3
Termination without Just Cause by the Company and Severance
Package . Notwithstanding any other provision of this
Agreement, this Agreement may be terminated by the Company without
Just Cause at any time after the Effective Date and during the
Initial Term and during the continuance of this Agreement upon the
Company's delivery to the Consultant of prior written notice of its
intention to do so (the " Notice of Termination " herein) at
least 60 calendar days prior to the effective date of any such
termination (the end of such 60-day period from such Notice of
Termination being the " Effective Termination Date "
herein).
In any such event the Consultant's ongoing obligation to provide
the General Services will continue until the Effective Termination
Date and, subject to the following severance package (the "
Severance Package " herein) obligation of the Company, the
Company's shall continue to be obligated to provide and to pay to
the Consultant and to Mr. Adnani all of the amounts otherwise
payable to the Consultant under Article "4" hereinbelow until the
Effective Termination Date. In this regard, and in addition to all
of the amounts otherwise due and payable to the Consultant and Mr.
Adnani under Article "4" hereinbelow until the Effective
Termination Date, the Company shall also pay and provide to the
Consultant and Mr. Adnani the following amounts in the following
manner, however, subject, at all times, to the Consultant's ongoing
compliance with the Consultant's obligations under Article "5"
hereinbelow, such ongoing compensation representing the
Consultant's clear and unequivocal Severance Package for the early
termination by the Company without Just Cause under this Agreement
prior to the completion of the Initial Term or any Renewal Period
of this Agreement:
(a)
an additional severance cash payment equating to an aggregate of 24
months of the then monthly "Fee" (as hereinafter defined) payable
by the Company to the Consultant on the Effective Termination Date;
and payable within 14 calendar days of the Effective Termination
Date;
(b)
subject to the Consultant's prior compliance with the provisions of
section "4.5" hereinbelow, all Outstanding Expense Reimbursements
payable within 14 calendar days of the Effective Termination
Date;
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(c) all
Outstanding Vacation Pay payable within 14 calendar days of
the Effective Termination Date;
(d) subject
to the provisions of sections "4.7" and "4.8" hereinbelow,
the Options Extension commencing on the Effective Termination Date;
and
(e) the
Benefits Extension commencing on the Effective Termination
Date.
3.4
Termination by the Consultant . Notwithstanding any
other provision of this Agreement, this Agreement may be terminated
by the Consultant at any time after the Effective Date and during
the Initial Term and during the continuance of this Agreement upon
the Consultant's delivery to the Company of prior written notice of
its intention to do so (the " Notice of Termination "
herein) at least 90 calendar days prior to the effective date of
any such termination (the end of such 90-day period from such
Notice of Termination being the " Effective Termination Date
" herein). In any such event the Consultant's ongoing obligation to
provide the General Services will continue until the Effective
Termination Date and the Company's ongoing obligation to provide
and to pay to the Consultant and Mr. Adnani all of the amounts
otherwise payable to the Consultant and Mr. Adnani under Article
"4" hereinbelow will continue only until the Effective Termination
Date.
3.5
Termination by the Consultant for any Change of
Control and
Severance Package . Notwithstanding any other
provision of this Agreement, this Agreement may be terminated by
the Consultant at any time after the Effective Date and during the
Initial Term and during the continuance of this Agreement upon the
Consultant's delivery to the Company of prior written notice of its
intention to do so (the " Notice of Termination " herein) at
least 60 calendar days prior to the effective date of any such
termination (the end of such 60-day period from such Notice of
Termination being the " Effective Termination Date " herein)
if the Consultant determines that the occurrence of any event or series
of events constitute a Change of Control of the Company. In this
regard, and in order to be entitled to provide any such Notice of
Termination under this section, the Consultant shall be required to make a
determination that any such Change of Control has occurred within
30 calendar days of its occurrence; failing which the
Consultant will have been
deemed to have accepted such Change of Control without exception
and without the right of termination and "Severance Package" (as
hereinafter defined) as otherwise provided for in this
section.
Upon
receipt of such Notice of Termination the Company shall have until
30 calendar days prior to the Effective Termination Date to respond
to the Consultant respecting the Company's
determination of whether or not a Change of Control has occurred.
Any dispute as amongst the Parties respecting any such Change of
Control determination shall be determined by arbitration in
accordance with Article "9" hereinbelow.
Subject to the foregoing and, in particular, the Consultant's prior
and valid exercise of its right of Notice of Termination for a
determined Change of Control, in any such event the Consultant's
ongoing obligation to provide the General Services will continue
until the Effective Termination Date and, subject to the following
severance package (the " Severance Package " herein)
obligation of the Company, the Company's shall continue to be
obligated to provide and to pay to the Consultant and Mr. Adnani
all of the amounts otherwise payable to the Consultant and Mr.
Adnani under Article "4" hereinbelow until the Effective
Termination Date. In this regard, and in addition to all of the
amounts otherwise due and payable to the Consultant and Mr. Adnani
under Article "4" hereinbelow until the Effective Termination Date,
should it either be agreed by the Parties or determined
by arbitration in
accordance with Article "9" hereinbelow that a Change of Control
has in fact occurred, the Company shall also pay and provide
to the Consultant and Mr. Adnani the following amounts in the
following manner, however, subject, at all times, to the
Consultant's ongoing compliance with the Consultant's obligations
under Article "5" hereinbelow, such ongoing compensation
representing the Consultant's clear and unequivocal Severance
Package for the early termination by the Company for a Change of
Control under this Agreement prior to the completion of the Initial
Term or any Renewal Period of this Agreement:
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(a)
an additional severance cash payment equating to an aggregate of 18
months of the then monthly "Fee" (as hereinafter defined) payable
by the Company to the Consultant on the Effective Termination Date;
and payable within 14 calendar days of the Effective Termination
Date (the " 18-months
Severance Fee ") ;
(b)
subject to the Consultant's prior compliance with the provisions of
section "4.5" hereinbelow, all Outstanding Expense Reimbursements
payable within 14 calendar days of the Effective Termination
Date;
(c) all
Outstanding Vacation Pay payable within 14 calendar days of
the Effective Termination Date;
(d) subject
to the provisions of sections "4.7" and "4.8" hereinbelow,
the Options Extension commencing on the Effective Termination Date;
and
(e) the
Benefits Extension commencing on the Effective Termination
Date.
3.6
Termination for cause or Just Cause by any Party and
Advance . Notwithstanding any other provision of this
Agreement, this Agreement may be terminated by any Party hereto at
any time upon written notice to the other Party of such Party's
intention to do so (the " Notice of Termination " herein) at
least 14 calendar days prior to the effective date of any such
termination (the end of such 30-day period from such Notice of
Termination being the " Effective Termination Date "
herein), and damages sought, if:
(a) the other Party fails
to cure a material breach of any provision of this Agreement within
21 calendar days from its receipt of written notice from said Party
(unless such material breach cannot be reasonably cured within said
21 calendar days and the other Party is actively pursuing to cure
said material breach);
(b) the other Party is
willfully non-compliant in the performance of its respective duties
under this Agreement within 21 calendar days from its receipt of
written notice from said Party (unless such willful non-compliance
cannot be reasonably corrected within said 21 calendar days and the
other Party is actively pursuing to cure said willful
non-compliance);
(c) the other Party
commits fraud or serious neglect or misconduct in the discharge of
its respective duties hereunder or under the law; or
(d) the other Party
becomes adjudged bankrupt or a petition for reorganization or
arrangement under any law relating to bankruptcy, and where any
such involuntary petition is not dismissed within 21 calendar
days.
In any such event the Consultant's ongoing obligation to provide
the General Services will continue until the Effective Termination
Date and the Company shall continue to pay to the Consultant and
Mr. Adnani all of the amounts otherwise payable to the Consultant
and Mr. Adnani under Article "4" hereinbelow until the Effective
Termination Date. In this regard, and in the event that the Company
terminates this Agreement at any time for Just Cause by providing
30 calendar days' prior written Notice of Termination to the
Consultant with respect to either of paragraphs "(a)" or "(b)" only
hereinabove, the Company shall pay to the Consultant and Mr.
Adnani all of the amounts
otherwise due or payable to the Consultant and Mr. Adnani
by the Company pursuant
to Article "4" hereinbelow until the Effective Termination Date
(collectively, the " Advance ") ; and which Advance
may then be utilized by the Consultant to either cure or correct
any material breach or willful non-compliance consequent thereon;
failing which the Company may then offset or claim any such Advance
as against any other amounts which may then be due and owing by the
Company to the Consultant and Mr. Adnani under the terms and
conditions of this Agreement. In addition, and should it then be
either agreed by the Company or determined by arbitration in
accordance with Article "9" hereinbelow that the Consultant
had, in fact,
appropriately terminated this Agreement for cause, the Company
shall then be obligated to provide and pay to the Consultant
and Mr. Adnani all of the
amounts which comprise the Severance Package in the manner as set
forth in section "3.3" hereinabove.
- 11 -
3.7
Termination for disability or death and Severance
Package . Notwithstanding any other provision of
this Agreement, this Agreement will be deemed terminated at any
time after the Effective Date and during the Initial Term and
during the continuance of this Agreement on the 30 th
calendar day following
either the death or disability of Mr. Adnani as a without fault
termination (the resulting effective date of any such
termination being the " Effective Termination Date "
herein). For the purposes
of this Agreement the term " disability " shall mean that
Mr. Adnani shall have been unable
