S ERVICES A GREEMENT
T HIS
S ERVICES A GREEMENT (this “ Agreement ”) is made
and entered into as of June 29, 2007, by and between
F AST
C ASH (S T .
L UCIA
) L IMITED , a
corporation organized and existing under the laws of The
Commonwealth of Dominica (the “ Company ”), and
NBL T ECHNOLOGIES I NC ., a
corporation organized and existing under the laws of Belize
(“ NBL ”).
R ECITALS
WHEREAS,
the Company is engaged in the payday loan business of advancing
short term loans to borrowers secured by the pledge of the
respective borrowers’ expected salary payment (the “
Business ”); and
WHEREAS,
NBL, through the services of its authorized agent Robert Tonge (the
“ Executive ”), has expertise in managing and
operating businesses similar to the Business; and
WHEREAS,
the Company desires to engage NBL to manage and operate the
Business specifically through services to be provided by the
Executive to the Company through NBL and to perform other duties
which may be assigned from time to time by the Board of Directors
of the Company or its designee (the “ Board ”)
in its/his discretion; and
WHEREAS,
the parties desire to enter into this Agreement to be effective
from and after the date hereof.
NOW,
THEREFORE, in consideration of the foregoing, the mutual promises
herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1.
Engagement .
(a)
Agreement to Engage . Upon the terms and subject to the
conditions of this Agreement, the Company hereby engages NBL and
NBL hereby accepts such engagement by the Company.
(b)
Term of Engagement . Subject to Section 7, the term of this
Agreement shall commence as of the date hereof and end on the third
anniversary of the date hereof. Thereafter, the term of this
Agreement shall automatically renew for successive one-year periods
unless either party gives notice to the other at least 45 days
prior to the end of the then-current term. The period during which
this Agreement is effective, including any renewal thereof shall be
referred to as the “ Engagement Period.
”
2.
Position and Duties .
(a) During
the Engagement Period, NBL shall be responsible for personnel
management, sales goals and authority, facilities and equipment
management, and financial performance, subject to the discretion of
the Board, and such other reasonable duties not inconsistent with
such roles as may be directed to NBL by the Board. Without limiting
the generality of the foregoing, NBL shall be responsible for
determining the credit worthiness of customers of the
Company’s services.
(b) NBL
agrees that the Executive shall provide the services hereunder to
the Company on behalf of NBL and the Executive hereby agrees to act
in such capacity in accordance with the terms hereof. NBL shall
cause the Executive to, and the Executive, shall diligently and
conscientiously devote his full and exclusive business time and
attention and best efforts in discharging his duties hereunder and
to affiliates of the Company, as shall be determined by the Company
(the “ Affiliates ”), pursuant to the terms of
services agreements similar to this Agreement entered into with any
Affiliate, except for the Executive’s responsibilities to the
Tonge Group of Companies. Under no circumstances shall these
responsibilities interfere with or be to the detriment of the
Company or any Affiliate.
3.
Compensation .
(a)
Annual Fee . The Company shall pay NBL a base annual fee at
the rate of EC$12,000 per annum per office in which services
hereunder are provided (“ Annual Base Fee ”).
The Annual Base Fee will be subject to increase as from time to
time determined by the Board in its sole discretion. The Annual
Base Fee shall be payable monthly and shall be subject to all
applicable withholding amounts.
(b) [INTENTIONALLY
OMITTED]
(c)
Annual Bonus . In addition to the Annual Base Fee, for each
full year of the Engagement Period, NBL may receive an annual bonus
in the discretion of the Board. Any Bonus shall be subject to all
applicable withholdings.
4.
Benefits . During the Engagement Period, the Company,
together with the Affiliates which engage NBL to provide services
similar to the services provided hereunder, shall provide NBL and
the Executive with the following benefits:
(a) Participation
by the Executive in any group health plans, retirement plans,
disability income insurance and term life insurance policies
sponsored or arranged by the Company for its employees from time to
time in accordance with the Company’s personnel benefits
policies and to the extent allowed by such plans. Nothing herein
shall obligate the Company to continue any such benefit plan
currently offered to employees or offered to employees in the
future.
(b) The
Executive shall be allowed four (4) weeks per year of paid time off
in accordance with the Company’s policies.
(e) All
costs and expenses of a mobile phone for the Executive’s use
in connection with the performance of his duties, in accordance
with the terms and conditions that the Board shall determine from
time to time.
5.
Business Expenses . The Company shall pay or reimburse NBL
and the Executive for business expenses incurred by NBL or the
Executive during the Engagement Period in connection with the
Business in accordance with the Company’s policy from time to
time.
6.
Termination of Engagement . NBL’s engagement hereunder
and any obligations of the Company to the Executive will be
terminated in accordance with Sections 6(a) and 6(d), or may be
terminated in accordance with Sections 6(b), (c), (e) and (f), as
follows:
- 2 -
(a) NBL’s
engagement and any obligations of the Company to the Executive will
be terminated upon the last day of the Engagement Period without a
renewal.
(b) The
Company may terminate NBL’s engagement hereunder for Cause.
For purposes of this Agreement, the Company shall have “
Cause ” hereunder upon (i) the willful and continued
failure by NBL or the Executive to substantially perform their
respective duties hereunder, after written demand for substantial
performance is delivered by the Company that specifically
identifies the manner in which the Company believes such duties
have not been substantially performed, which is not cured within 30
days after notice of such failure has been given to the Executive
by the Company, or (ii) the willful engaging by NBL or the
Executive in misconduct which is materially injurious to the
Company, monetarily or otherwise (including conduct that
constitutes competitive activity pursuant to Section 9 hereof). For
purposes of this paragraph, no act, or failure to act, on
NBL’s or the Executive’s part shall be considered
“willful” unless done, or omitted to be done, not in
good faith and without reasonable belief that such action or
omission was in the best interest of the Company.
(c) NBL
may, without incurring liability or forfeiting any compensation or
benefit provided hereunder, terminate this Agreement for Good
Reason. For purposes of this Agreement, “ Good Reason
” shall mean a failure by the Company to comply with any
material provision of this Agreement which has not been cured
within 30 days after written notice of such noncompliance has been
given by the Executive to the Company.
(d) NBL’s
engagement and any obligations of the Company to the Executive will
terminate upon the death of the Executive.
&
