MANAGEMENT CONSULTING SERVICES
AGREEMENT
THIS AGREEMENT
dated effective as of the 1
st day of September, 2009.
BETWEEN:
FRANK IDING
, of Hydethorpe Road 105, London,
England SW12 OJF, United Kingdom
(hereinafter called the
“Manager”)
OF THE FIRST PART
AND:
AQUA SOCIETY, INC.
, a Nevada corporation, having a
business address at Konrad-Adenauer Strasse 9-13, 45699, Herten,
Germany
(hereinafter called the
“Company”)
OF THE SECOND PART
WHEREAS:
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A.
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The Company wishes to retain the
services of the Manager to act as the Company’s Chief
Financial Officer and Treasurer; and
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B.
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The Manager has the business and
management experience and expertise to provide the desired services
to the Company,
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NOW THEREFORE THIS AGREEMENT
WITNESSES that, in
consideration of the following mutual covenants and agreements, the
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
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1.
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The Manager hereby agrees to act
as the Company’s Chief Financial Officer and Treasurer (the
“Management Services”).
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2.
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In consideration of the Manager
providing the Management Services to the Company, the Company
agrees to pay to the Manager a consulting fee equal to $9,000 US
per month (the “Consulting Fee”) payable on the 1
st day of each month, beginning on September 1,
2009.
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3.
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For each fiscal year of the
Company that started and completed during the term of this
Agreement (and for greater clarity, beginning with the
Company’s fiscal year ending September 30, 2010) (hereinafter
referred to as a “Qualifying Year”), the Company shall
pay to the Manager a bonus (the “Bonus”) equal to 2% of
the amount, if any, by which the Company’s net income before
taxes for the particular Qualifying Year exceeds $1,000,000 US. The
Bonus shall be paid by the Company on or before January 31 of the
year following the particular Qualifying Year.
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4.
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For the purposes of this
Agreement, “net income before taxes” shall mean the
Company’s net income before taxes as set out in the financial
statements of the Company as audited by the Company’s
auditors for the particular Qualifying Year. The amount so set out
in the Company’s audited financial statements for the
particular Qualifying Year shall be final and binding on the
Company and the Manager.
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5.
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In order to be entitled to
receive the Bonus, the Manager must provide the Management Services
to the Company for the entire Qualifying Year. If the Manger ceases
to provide the Management Services to the Company prior to the end
of the particular Qualifying Year for any reason whatsoever, the
Manager’s entitlement to the Bonus shall be forfeited, and
the Company’s obligation to pay the Bonus shall
cease.
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6.
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At the end of each Qualifying
Year, provided that a majority of the Company’s Board of
Directors, not including the Manager, determines that the Manager
has reasonably fulfilled his duties and obligations
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under this Agreement during that
particular Qualifying Year, the Company shall grant to the Manager
options (the “Options”) to purchase 200,000 shares of
the Company’s common stock, and exercisable at a price equal
to 80% of the market price of the Company’s common
stock.
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7.
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Any Options granted to the
Manager pursuant to this Agreement shall be exercisable for a
period of three years from the date such Options are granted,
except that:
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(a)
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Subject to subsection (b) below,
if the Manager ceases to provide the Management Services to the
Company for any reason other than a reason set out in subsection
(b) below, the Options shall cease to be exercisable thirty days
after the date the Manager ceases to provide the Management
Services to the Company; and
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(b)
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If the Manager ceases to provide
the Management Services to the Company as a result of a
breac
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