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Exhibit
10.1
INDEPENDENT CONTRACTOR AGREEMENT
THIS
INDEPENDENT CONTRACTOR AGREEMENT is made
effective this
1 st
day of March,
2007 (this "Agreement"),
between Global Green
Solutions Inc. a Nevada
Corporation (the "Client") having its re g
istered
office at 789 West Pender Street, Suite 1010, Vancouver, BC,
Canada, BC, V7Y 1G5 and Michael
Gilbert, (the Independent
Contractor) at resident at 105 Longview Avenue, White Plains,
NY10605, USA.
RECITALS
A.
The Client is engaged in the business of developing and
implementing technology internationally for renewable energy and
greenhouse gas emissions reduction.
B.
The Client requires the services of a vice president, strategy and
business development;
C.
The Independent Contractor represents he has the skills and
expertise to serve the Client; and the Independent Contractor and
has agreed to provide the vice president, strategy and business
development services 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 Independent
Contractor agrees to provide the services of vice president,
strategy and business development of the Client and to provide
office services for the Client at an address selected by the
Independent Contractor with the consent of the Client. The
independent Contractor will operate under general guidelines
provided by the CEO and the Board of Directors of the Client, with
responsibilities generally as described in attachment A The
Independent Contractor will comply with all rules, policies and
procedures of the Client as modified from time to time. The
Independent Contractor will perform all of the Independent
Contractor's responsibilities in compliance with all applicable
laws and will endeavor to ensure that the operations are in
compliance with all applicable laws. During the Independent
Contractor's tenure with the Client, the Independent Contractor
will not engage in any other business activity without the
reasonable approval of the President and the Board of Directors of
the Client.
2. Term of
Engagement. The term of
engagement of the Independent Contractor will be for the three year
period commencing March 1, 2007 and ending the 31
th
day of
February, 2010 ("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.
3.
Compensation and Stock Options. For the duration of
the Independent Contractor's tenure's hereunder, the Independent
Contractor 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 Independent Contractor base compensation ("Base Compensation")
at an annual rate of US$130,000.00 payable in 12 monthly
installments at the end of each calendar month and within five (5)
days after receipt of an invoice from the Independent Contractor.
The Client will pay the Independent Contractor 50% of the Self
Employment Tax (currently 15.3%) providing for 7.65% to be added to
the monthly invoice. The Independent Contractor's base compensation
will be reviewed annually by the Board of Directors of the Client
during the term of the Independent Contractor's tenure and may be
adjusted in the sole discretion of the Client effective March 1 of
each year commencing March 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
Independent Contractor.
3.2
Office and Other Services, In addition to the
Base Compensation, the Client will pay the Independent Contractor
for the home office and other service overheads related to the
Clients business at an annual rate of $8,000 payable in 12 monthly
installments at the end of each calendar month and within five (5)
days after receipt of an invoice from the Independent Contractor.
The monthly service charges should be inclusive of all costs and
expenses related to home office, sundries, office phone, fax and
Internet but shall exclude mobile communications, international
business calls, and the cost of acquiring and maintaining any
reasonable computer hardware and software used in connection with
Client's business, which shall be separately charged to, and
reimbursed by, the Client. At the sole discretion of the Client
effective March 1 of each year commencing March 1, 2008, the office
and other service fees may be adjusted but will not be reduced by
the Client.
3.3
Incentive Bonus. The Independent
Contractor 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 stock options based on, on-plan and
over-plan annual revenue and net profit performance metrics of the
Client as set by the Board of Directors of the Client and
determined by the Client's auditors annually in its financial
statements prepared under US GAP. The Independent Contractor may
also participate in other bonus or incentive plans adopted by the
Client that are applicable to the Independent Contractor'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 Independent
Contractor shall have a subscription option (the "Subscription
Option") to purchase in the aggregate 100,000 common shares of the
Client at the price of $0.00001 per share which Subscription Option
shall vest after satisfactory completion of a continuous twelve
(12) month period from the effective date. 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.
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3.5
Change of Control Provision. Upon a Change of
Control or a Hostile Takeover during the term of this Agreement,
Independent Contractor shall immediately become 100% vested with
respect to any options to purchase the Company's capital stock then
held and/or any restrictions with respect to restricted shares of
the Company's capital stock held by the independent contractor
shall immediately lapse.
4. Other Benefits.
4.1
Vacations and Holidays. For the duration of
the Independent Contractor's tenure hereunder, the Independent
Contractor will be provided with paid 10 days annual summer
vacation, Jewish holidays which are designated non-working and US
national holidays as designated by the Client. The Independent
Contractor shall try to
be
flexible in support of the Clients business needs and travel,
whilst the Client shall respect the Independent Contractors request
to honor mandatory non-working Jewish holidays.
4.2
Business Expenses. The Client will
reimburse the Independent Contractor 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 except as covered by item 3.2 office and
other services.
4.3
Medical and Disability Insurance Expenses. The Client will
reimburse the Independent Contractor reasonable commercial cost of
the Independent Contractor's obtaining and/or maintaining COBRA
coverage, or any alternate policy, providing [family] medical,
dental and Independent Contractor long term disability insurance
upon submission by Independent Contractor of invoices for payment
of premiums therefore. The Client reserves the right to provide or
nominate or approve the policy before commitment is made by the
Independent Contractor.
5. Termination or Discharge by the
Client.
5.1
For Cause. The Client will
have the right to immediately terminate the Independent
Contractor's services and this Agreement for cause. "Cause" means:
any material breach of this Agreement by the Independent
Contractor, including, without limitation, breach of the
Independent Contractor'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 Independent Contractor 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
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Independent
Contractor's services hereunder for cause or upon the death or
disability of the Independent Contractor, neither the Independent
Contractor nor the Independent Contractor 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
Independent Contractor's death or disability occurred. For purposes
of this Agreement, "disability" means the incapacity or inability
of the Independent Contractor 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 Independent
Contractor'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. Upon termination by the independent
Contractor, the Independent Contractor will have no rights to any
unvested benefits or any other compensation or payments from the
date of notice. All compensation, payments and unvested benefits
will cease after the sixty (60) day notice period.
5.2
Without Cause. The Client may
terminate the Independent Contractor's tenure under this Agreement
without cause on 3 months notice; provided, however, that the
Client will continue to pay, as severance pay, the Independent
Contractor's Base Rate and Office and Other Services at the rate in
effect on the termination date through the expiration of the notice
period and including any unpaid expenses claims.
6. Termination by the Independent
Contractor. The Independent
Contractor may terminate the Independent Contractor's tenure and
the services of the Independent Contractor under this Agreement for
any reason provided that the Independent Contractor gives the
Client at least thirty (60) days notice in writing. The Client may,
at its option, relieve the Independent Contractor of all duties and
authority after notice of termination has been provided. Upon
termination
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