Exhibit 10.15
EXECUTIVE SERVICES
AGREEMENT
THIS EXECUTIVE SERVICES AGREEMENT is made effective this 1
st day of February, 2007 (this "Agreement"), between
Global Green Solutions Inc. , a Nevada Corporation (the
"Client"); and Folaria Management Limited. a Cyprus
Corporation having its registered address at Gr. Xenopoulou, 17,
Totalserve House, P.C. 2106, Limassol, Cyprus. ("the Service
Provider") and James Douglas Frater (the "Executive").
RECITALS
A. The Client is engaged in the business of
developing and implementing technology internationally for
renewable energy and greenhouse gas emissions reduction.
B. An international corporate presence is required
and for that purpose, the Client requires an office in Europe and
an Executive to assume the position of President and Chief
Executive Officer;
C. The Service Provider has within the scope of
its contractual arrangements with the Executive and with the
consent of the Executive agreed to provide office premises in
Europe and the Services of the Executive to serve the client as
hereinafter provided; and the Service Provider and with the consent
of the Executive has agreed to provide the services of the
Executive to serve the Client as hereinafter provided.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the
parties agree as follows:
1. Services. The Service Provider agrees to
offer the services of the Executive, as the President and Chief
Executive Officer of the Client and to provide office premises for
the Client at an address selected by the Service Provider with the
consent of the client. The Executive will report to the Board of
Directors of the Client. The Executive shall assume fiduciary
obligations to the Client as prescribed by US corporate law and US
Securities legislation. The Executive will devote full time and
attention to achieving the purposes and discharging the
responsibilities indicated on Exhibit A to this Agreement. The
Executive will comply with all rules, policies and procedures of
the Executive as modified from time to time. The Executive will
perform all of the Executive's responsibilities in compliance with
all applicable laws and will ensure that the operations that the
Executive manages are in compliance with all applicable laws.
During the Executive's and the Service Provider's tenure with the
Client, the Executive will not engage in any other business
activity (unless otherwise agreed) which, in
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the reasonable judgment of the Board of Directors of the Client,
conflicts with the duties of the Executive under this Agreement,
whether or not such activity is pursued for gain, profit or other
pecuniary advantage.
2. Term of Engagement. The term of
engagement of the Service Provider will be for the five year period
commencing February 1, 2007 and ending the 31 st day of
January, 2012 ("the Term"), unless sooner terminated in accordance
with the terms and conditions of this Agreement. If the term
continues after the end of the Term, such term will continue on the
terms and conditions set forth in this Agreement, but will be
terminable by either party at any time with or without cause or
advance notice.
3. Compensation and Stock Options. For the
duration of the Service Provider's tenure's hereunder, the Service
Provider either alone or as directed by the Service Provider in
combination with the Executive will be entitled to compensation
which will be computed and paid pursuant to the following
subparagraphs.
3.1 Base Rate. The
Client will pay the Service Provider base compensation ("Base
Compensation") at an annual rate of 102,000 Euros payable in 12
monthly installments at the end of each calendar month and within
five (5) days after receipt of an invoice from the Service
Provider. The Service Provider's Base Compensation will be reviewed
annually by the Board of Directors of the Client during the term of
the Service Provider's tenure and may be adjusted in the sole
discretion of the Client effective February 1 of each year
commencing February 1, 2008, but will not be reduced by the Client
unless a material adverse change in the financial condition or
operations of the Client has occurred and as agreed with the
Service Provider and the Executive.
3.2 Office
Services. In addition to the Base Compensation, the client will
pay the Service Provider for the serviced office provided by the
Service Provider at the annual rate of 14,400 Euros payable in 12
monthly installments at the end of each calendar month and within
five (5) days after receipt of an invoice from the Service
Provider. The monthly service charge should be inclusive of costs
and expenses for office, sundries, phone and fax rental, internet
and non-international call charges.
3.3 Incentive
Bonus. The Service Provider will participate in the Client's
incentive bonus plan (the "Bonus Plan") and will receive annually
within 6 months after completion of each fiscal year a performance
bonus equal to 1% of the net profits of the Client as determined by
the Client's auditors annually in its financial statements prepared
under US GAP.The Service Provider and the Executive may also
participate in other bonus or incentive plans adopted by the Client
that are applicable to the Service Provider's position, as bonus
and incentive plans may be changed from time to time, but nothing
herein shall require the adoption or maintenance of any such
plan.
3.4 Equity
Subscription Option. In addition to other forms of compensation
provided for herein, the Service Provider for its own account or
for the account of the Executive or for the joint account of both
shall have a subscription option (the "Subscription Option") to
purchase in the aggregate 4,250,000 common shares of the Client at
the price of $0.00001 per share which Subscription
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Option shall vest as to 2,125,000
immediately. Thereafter the subscription option shall vest in two
equal installments of 1,062,500 shares each with the first
installment to vest on July 31, 2007 and the second and last
installment to vest on January 31, 2008. Any shares issued by the
Client pursuant to the exercise of the Subscription Option shall be
issued subject to securities resale restrictions prescribed under
Rule 144, promulgated under the 1933 Securities Act of the United
States of America.
4. Other Benefits.
4.1 Certain
Benefits. The Service Provider and the Executive will be
eligible to participate in all corporate benefit programs
established by the Client that are applicable to management
personnel such as medical, pension, disability and life insurance
plans on a basis commensurate with the Executive's position and in
accordance with the Client's policies from time to time, but
nothing herein shall require the adoption or maintenance of any
such plan. In addition, the Service Provider shall receive an
advance for the account of European social fees as incurred to a
maximum of 24,000 Euros in any one year.
4.2 Vacations,
Holidays and Expenses. For the duration of the Service
Provider's tenure hereunder, the Executive will be provided with
such holidays, sick leave and vacation as the Client makes
available to its European based management level employees
generally. The Client will reimburse the Service Provider or the
Executive in accordance with company policies and procedures for
reasonable expenses necessarily incurred in the performance of
duties hereunder against appropriate receipts and vouchers
indicating the specific business purpose for each such
expenditure.
5. Termination or Discharge by the
Client.
5.1 For Cause. The
Client will have the right to immediately terminate the Service
Provider's services and this Agreement for cause. "Cause" means:
any material breach of this Agreement by the Executive, including,
without limitation, breach of the Service Provider's or the
Executive's covenants in Sections 7, 8, 9 and 10; any failure to
perform assigned job responsibilities that continues unremedied for
a period of thirty (30) days after written notice to the Service
Provider by the Client; conviction of a felony or failure to
contest prosecution for a felony; violation of any statute, rule or
regulation, any of which in the judgment of the Client is harmful
to the business or to the Client's reputation; unethical practices;
dishonesty; disloyalty; or any reason that would constitute cause
under the laws of Nevada or the European Union. Upon termination of
the Service Provider's services hereunder for cause or upon the
death or disability of the Executive, neither the Service Provider
nor the Executive will have any rights to any unvested benefits or
any other compensation or payments after the termination date or
the last day of the month in which the Executive's death or
disability occurred. For purposes of this Agreement, "disability"
means the incapacity or inability of the Executive whether due to
accident, sickness or otherwise, as determined by a medical doctor
acceptable to the Board of Directors of the Client and confirmed in
writing by such doctor, to perform the essential functions of
Executive's position under this Agreement, with or without
reasonable accommodation (provided that no accommodation that
imposes undue hardship on the Client will be required) for an
aggregate of ninety (90) days during any period of one hundred
eighty (180) consecutive days.
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5.2 Without Cause.
The Client may terminate the Service Provider's tenure under this
Agreement without cause on 6 months notice; provided, however, that
the Client will continue to pay, as severance pay, the Service
Provider's Base Rate, Office Services and Social Compensation at
the rate in effect on the termination date through the expiration
of the six month notice period and including any unpaid expenses
claims. Upon termination, the Executive will have rights to any
Equity Subscription Option and other unvested benefits for the 6
month period following the 6 month notice period.
6. Termination by the Service Provider. The
Service Provider may terminate the Service Provider's tenure and
the services of the Executive under this Agreement for any reason
provided that the Service Provider gives the Client at least thirty
(60) days notice in writing. The Client may, at its option, relieve
the Service Provider and the Executive of all duties and authority
after notice of termination has been provided. Upon termination,
the Executive will have no rights to any unvested benefit
