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MANAGEMENT SERVICES
AGREEMENT
DIRECTOR
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THIS
AGREEMENT is made as of May 1,
2007, (the "Effective Date").
BETWEEN:
ELEMENT92
RESOURCES CORP. a company operating
pursuant to the laws of the State of Wyoming with a mailing address
of 250 H Street, #459 Blaine, WA 98230 (the "Company")
Daniel S. Mckinney
with a
mailing address of
114
Magnolia Street, Suite 400-115
Bellingham, WA 98225
(the
"Director") |
This management Services Agreement (the "Agreement") is
made and entered into effective as of May 1, 2007 (the "Effective
Date"), between Element92 Resources Corp. (the "Company") Daniel S.
Mckinney (the "Director").
WHEREAS:
| A.
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The Company is engaged in the business of mining
exploration and development |
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| B.
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The Company desires to retain Daniel S Mckinney to act as
Director and provide his services |
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to the Company as an Director on the terms and subject to
the conditions of this Agreement.
A. Daniel S Mckinney has agreed to act as Director to the
Company and to provide his services to the Company on the terms and
subject to the conditions of this Agreement.
THIS AGREEMENT
WITNESSES THAT in consideration of
the premises and mutual covenants contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be
legally bound hereby, agree as follows:
1.
DEFINITIONS
The following terms used in this Agreement shall have the
meaning specified below unless the context clearly indicates the
contrary:
| (a)
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"Board" shall mean the Board
of Directors of the Company. |
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| (b)
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"Cause" shall mean the
Director's (i) commission of an act of fraud, theft or
embezzlement |
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or other similar willful misconduct; (ii) conviction of
(or pleas of nolo contendere with respect to) a felony or other
crime involving moral turpitude; (iii) a serious neglect of his
material duties or failure to perform his material obligations
under this Agreement, or (iv) refusal to follow lawful directives
of the Board, provided however, that the Company shall give the
Director written notice specifying any actions alleged to
constitute Cause under clauses (iii) or (iv), and the Director
shall have 30 days from the date of receipt of the Company's
written notice in which to cure any such alleged Cause.
(c) "Service
Term" shall mean the period beginning on the Effective Date and
ending on the close of business on the effective date of the
Director's termination of service with the Company.
| (d)
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"Expiration
Date" shall have the meaning ascribed to such term in Section
2. |
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| (e)
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"Termination of
Service" shall mean the first to occur of the following
events: |
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| (i)
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the date of death of the Director; |
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| (ii)
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the effective date specified in the Company's written
notice to the Director of the Company's |
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termination of his service without Cause;
(iii) the effective date specified in the Company's
written notice to the Director of the Company's termination of his
service for Cause; and (iv) the occurrence of the Expiration
Date.
2. SERVICE
TERM
The Service Term shall become effective and begin as of
the Effective Date, and shall continue until the close of business
on the 3rd anniversary of the Effective Date (the "Expiration
Date"), unless the Director's services are terminated earlier
pursuant to a Termination of Service. The Director will serve the
Company subject to the general supervision, advice and direction of
the Board and upon the terms and conditions set forth in this
Agreement.
3. COMMENCEMENT
OF SERVICE
The Company hereby engages the Director and the Director
hereby agrees to such service on the terms and conditions described
in this Agreement. The Director is being engaged directly by the
Company as a Director who will be compensated for the services
rendered as herein provided. The Director’s service with the
Company will commence on May 1, 2007 (the effective date of this
contract).
4. DESCRIPTION
OF DUTIES and JOB TITLE
During the term of this Agreement the Director agrees to
devote his best efforts to perform all duties as shall be
determined by and at the reasonable discretion of the Company's
Board of Directors, and is charged with the responsibilities,
duties and functions necessary to assist the Company to meet all of
its obligations.
The job title is Director and the Director will report to
the Board. His main duties will be:
(a) To assist the President to manage the domestic and
international operations of the company;
(b) To assist with the supervision and administration of
the Company's mining projects worldwide;
| (c)
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To assist with the supervision and administration of the
Company's daily operations: |
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| (d)
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Assist the Company to raise capital for general and
project purposes; |
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| (e)
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To assist the Company in evaluation of potential expansion
into other mining areas. |
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| (f)
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To help assess joint venture proposals and work with legal
professionals; |
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| (g)
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to advise the board of directors as to the suitability of
properties for possible acquisition; |
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| (h)
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To work with geologists, engineers, prospectors and other
professionals on present and |
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(i) to work with various marketing personnel and assist
management to develop brochures, literature, news releases,
website(s) and other promotional or informational materials and
write such materials as required;
(j) to work with, and assist the Company to develop
contacts and relationships, in the brokerage community;
| (k)
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to assist the Company to develop and maintain proper
budgets and budgeting controls; |
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| (l)
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To assist with the management of the Company’s
day-to-day operations. |
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5. OTHER
INTERESTS
Apart from the above, the Director will devote his time,
attention and abilities to his duties, and to act in the best
interests of the Company at all times. The Director must not,
without the Company's written consent, be in any way directly or
indirectly engaged or concerned in any other business where this is
or is likely to be in conflict with the Company's interests or
where this may adversely affect the efficient discharge of his
duties. However, this does not preclude the Director holding
securities in any other company.
6. TRAVEL AND WORKING
OVERSEAS
The Director may be required to travel locally or
internationally from time to time. This may involve traveling
outside normal business hours and at weekends or public holidays
should the need arise.
In addition to the compensation provided for under this
Section, upon submission of proper vouchers in accordance with the
Company's expense reimbursement policies and procedures as may
exist from time to time, the Company will reimburse the Director
for all normal and reasonable travel and other expenses incurred by
the Director during the Service Term in performance of the
Director's responsibilities to the Company.
At the request of the Director, the Company may make an
advance of travel or expense funds to the Director against an
approved budget.
Due to the Director’s travel requirements on behalf
of the Company, and subject to the Company’s prior written
consent based on its ability to afford the protection herein
described, the Company agrees to provide additional Travel
Protection as follows:
(a) Medical Emergency Evacuation
In the event of a Medical Emergency as determined by the
Director, the Company will provide the necessary funds and other
resources for immediate evacuation to a destination specified by
the Director;
(b) Security Emergency Evacuation
In the event of Security Emergency as determined by the
Director, including, but not limited to civil unrest, terrorist
attack, acts of violence or threats to the Director or foreign
legal issues, the Company will provide the necessary funds and
other resources for immediate evacuation to a destination specified
by the Director;
(c) Family Emergency Evacuation
In the event of an emergency, as determined by the
Director, affecting the Director’s immediate family including
the spouse or child of the Director, parent or sibling, the Company
will provide the necessary funds and other resources for immediate
evacuation to a destination specified by the Director;
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(d) Personal Damage or Financial Emergency
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