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EXHIBIT 10.8
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT is made effective as of the 1st day of May 2006 (the
"Effective
Date"),
BETWEEN:
Consorteum Inc
(hereinafter
referred to as the "Corporation")
- and-
James D. Beatty
& Associates Inc. (hereinafter referred to as the
"Associates"),
incorporated in the Province of Ontario. The services of
Associates shall
be provided to the Corporation by James D. Beatty, of
the City of
Toronto, in the Province of Ontario (hereinafter referred
to as the
"Executive"). Executive and Associates shall be understood to
be interchangeable
for the purposes of this Service Agreement.
ARTICLE
1
APPOINTMENT AND DUTIES
1.1 The Executive agrees to act as
Chairman of the Corporation.
1.2 The Executive hereby acknowledges
he is subject always to the
direction of the Corporation through the Board.
1.3 The Executive shall serve the
Corporation in the capacity as
Executive Chairman and provide such services as are
commensurate with such position and responsibility. He shall
also chair, when present all meetings of the Board, and, inter
alia, direct the financial and capital market strategies
necessary for efficient performance, and accept responsibility
for the implementation of financial controls necessary to
assume appropriate compliance.
ARTICLE 2
TERM OF SERVICE
2.1 Subject to earlier termination
pursuant to the terms hereof,
the initial term of this service agreement shall be from and
including the Effective Date up to and including June 30th,
2010 (the "Initial Term"), unless otherwise decided by
shareholders or the Board.
The service of the Executive shall, on the consent of both
parties, continue thereafter for an additional one year
period, but otherwise on the same terms and conditions
contained herein, or on revised terms and conditions as may be
established by the Board and agreed to by the Executive.
2.2 Notwithstanding the preceding
Section 2.1, this Agreement
shall be subject to early termination during either the
Initial Term, or any subsequent periods, in accordance with
the termination provisions of Article 4 hereof.
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ARTICLE 3
REMUNERATION AND BENEFITS
3.1 While in the service of the
Corporation, the Executive will be
paid an annual base fee in the amount of sixty thousand
dollars ($60,000), subject to applicable statutory deductions,
and contributions to employee benefit plans (the "Base Fee").
3.2 The Executive's Base Fee will be
payable monthly, in
accordance with the Corporation's practices and procedures as
they may exist from time to time.
3.3 The Base Fee will be reviewed by
the Board on an annual basis,
and may, in the sole discretion of the Board, be increased.
3.4 The Executive will be eligible to
participate in a bonus plan
to be established by the Corporation (the "Bonus Plan"). The
Bonus Plan will be based upon the pre-tax cash flow of the
Corporation.
3.5 The Executive will be eligible to
participate in any stock
option plan which the Corporation may establish in the future
for its employees to the extent determined by the Board in its
sole discretion.
3.6 The Executive will be eligible to
participate in all existing
and future benefit plans of the Corporation which it makes
available to its executive employees, including without
limitation, dental, vision and health care benefits, long-term
care, disability and life insurance.
3.7 The Executive will be provided
(This is subject to change)
with a home office allowance of $600.00 per month, ("the home
office allowance") to cover all home office expenses including
the purchase, leasing or maintenance of any equipment,
technology or supplies reasonably necessary or incidental
to
the Executive's responsibilities to the Corporation.
3.8 The Executive shall be solely
responsible for any and all
income tax liability including without limitation taxable
benefits from the receipt of the Auto Allowance, the
acquisition of common shares of the Corporation upon exercise
of stock option grants, and any other taxable benefits
received
by the Executive under his service with the
Corporation. All payments made by the Corporation to the
Executive or for the benefit of the Executive shall be less
applicable withholdings and deductions.
3.9 The Corporation shall pay to the
Executive an automobile
allowance of Cdn$ 800.00 per month. All reasonable and related
automobile expenses shall be reimbursed to the Executive or
Associates by the Corporation upon the provision of itemized
accounts and receipts.
ARTICLE 4
TERMINATION OF SERVICE
4.1 In the event the Executive
resigns, at any time, for any
reason, he shall provide a minimum of three (3) months advance
written notice to the Corporation. The Executive will not be
entitled
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to receive any further compensation or benefits whatsoever,
other than those which have accrued up to the Executive's last
day of active service with the Corporation in the event of
termination by the Executive. The Corporation may, at its
discretion, waive in whole or in part such notice, without
further payment to the Executive;
4.2 Notwithstanding the term of this
Agreement as set forth in
Section 2.1 hereof, the Executive hereby agrees that this
