This Engagement Agreement involves
Title: engagement agreement
Governing Law: New York Date: 8/13/2010
Industry: Misc. Financial Services Sector: Financial
June 12, 2010
VIA FACSIMILE 516-620-5988 and FIRST CLASS MAIL
Excelsior Wealth Group, LLC
100 Store Hill Road
Old Westbury, N.Y. 11568
Kindly accept the following letter engagement agreement which will cover our understanding of having Tire International Environmental Solutions, Inc. (“TRIE”) hire you as our interim Chief Operating Officer and Acting Chief Financial Officer for a period of four (4) months, beginning June 1, 2010.
If the following meets your understanding, kindly sign the agreement, scan and email it to my attention at firstname.lastname@example.org with hard copy to 1530-9 Avenue S.E. Calgary T2G0T7, Canada.
I look forward to working with you in gearing up TRIE as a dominant player in the North American tire recycling market.
/s/ Antonio Care
Tire International Environmental Solutions, Inc.
INTERIM EXECUTIVE MANAGEMENT AGREEMENT
AGREEMENT made effective as of the 1st day of June, 2010 between Tire International Environmental Solutions, Inc., a publicly traded company, registered as a Nevada Corporation having an office at 1530-9 Avenue S.E., Calgary TSG0T7, Canada (hereinafter referred to as the “CORPORATION”), and Dean Petkanas, an individual residing at 100 Store Hill Road, Old Westbury, N.Y. 11568 (hereinafter referred to as "PETKANAS").
IN CONSIDERATION of the premises and mutual covenants and conditions herein contained, the CORPORATION and PETKANAS hereby agree as follows:
The CORPORATION agrees to engage PETKANAS, and PETKANAS agrees to serve the CORPORATION as the interim Chief Operating Officer and Acting Chief Financial Officer for the CORPORATION upon the terms and conditions hereafter set forth. The duties of PETKANAS shall be consistent with his position as an executive, and shall be those duties customarily performed by an executive of his experience.
This Agreement becomes effective on June 1, 2010 and shall expire on
October 1, 2010 (the “Interim Period”) subject to an additional six (6) month renewal upon mutual written consent of the parties or as otherwise provided herein (the “Remaining Period”). The Remaining Period shall begin on November 1, 2010 and end on May 1, 2010 and shall be subject to an additional twelve (12) month renewal at the then going compensation rate upon mutual written consent of the parties.
3. COMPENSATION AND OTHER BENEFITS
(a) For his services to the CORPORATION during the TERM, the CORPORATION shall pay PETKANAS a fee ("Fee") at the annual base rate of Sixty Thousand Dollars ($60,000). This annual base rate will be increased to One Hundred and Forty Thousand Dollars ($140,000) upon the CORPORATION securing financing of at least Two and One Half Million Dollars ($2,500,000) (the “TRIE Financing”) during the Interim Period and automatically extend PETKANAS’ employment beyond the Interim Period through the Remaining Period.
(b) Upon the CORPORATION completing any merger that provides a going concern value to the CORPORATION whereby financing of at least Two and One Half Million Dollars ($2,500,000) is placed in the CORPORATION for purposes of internal growth, a merger, or consolidation with another going concern the CORPORATION will pay PETKANAS an additional bonus compensation in the sum of One Hundred ThousandDollars ($100,000.00), provided PETKANAS is instrumental in introducing and securing the TRIE Financing.
(c) The CORPORATION shall issue to PETKANAS, options to purchase One Hundred and Fifty Thousand (150,000) shares of Common Stock of the CORPORATION with an exercise price equal to $.03 and expiring five (5) years from date of issue for his engagement during the Interim Period and in the event, the Interim Period is extended through the Remaining Period, the CORPORATION shall issue to PETKANAS, options to purchase Three Hundred and Fifty Thousand (350,000) shares of Common Stock of the CORPORATION with an exercise price equal to $.03 and expiring five (5) years from date of issue for his engagement during the Interim Period.
(e) PETKANAS acknowledges and understands that (a) none of the Options (or the shares underlying the Options) have been registered under the Securities Act of 1933, as amended, or under the securities laws of any jurisdiction, including the State of New York, (b) the Shares and the Options (and the shares underlying the Options) are subject to restrictions on transfer, and PETKANAS may have to hold such securities for an indefinite period of time, (c) the CORPORATION is in the early stage of development and an investment in the securities of the CORPORATION poses a substantial degree of risk, and (d) there is a limited public market for the securities of the CORPORATION and there can be no assurance that a more fluid market will develop. PETKANAS agrees that he will be responsible for all tax consequences associated with the grant, vesting or exercise of the Options.
(d) The CORPORATION shall grant PETKANAS a bonus in each year that the
Board of Directors of the CORPORATION resolves to grant executive bonuses. Each bonus granted shall be a percentage of PETKANAS' annual base compensation, with the percentage being no less than ten percent (10%) of the then going annual cash compensation received by PETKANAS. The then going annual cash compensation received by PETKANAS shall not include compensation items covered under Sections 3 B & C herein.
PETKANAS agrees to serve the CORPORATION faithfully and to the best of his ability, and shall devote eighty-five percent (85%) of his business time, attention and energies to the business of the CORPORATION during the regular business hours and at any other t