EXHIBIT 10.19
CONSULTING AGREEMENT
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THIS AGREEMENT is made and dated for reference the first day of May, 1999.
DYNAMOTIVE TECHNOLOGIES CORPORATION
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105-1700 West 75th Avenue,
Vancouver, British Columbia V6P 6G2
(the "Company")
AND
RUSHWIND LTD.
Nightingale House
Plantation Curzon Street,
London W1Y 7PE
(the "Consultant")
AGREEMENTS
For good and valuable consideration, the receipt and sufficiency of which each
party acknowledges, the parties hereto agree as follows:
PART 1
APPOINTMENT
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1.01 The Company appoints the Consultant and the Consultant accepts the
appointment, to act as President & Chief Executive Officer ("Appointment") of
the Company upon the terms and conditions of this Agreement and the Consultant
agrees to diligently and faithfully carry out and perform its duties and
obligations described in this Agreement.
PART 2
TERM OF AGREEMENT
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2.01 This Agreement shall commence on the date first appearing in this Agreement
and shall continue for two years ending on April 30, 2001.
PART 3
NO AGENCY
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3.01 Except as specifically provided in this Agreement or authorized by the
Company in writing, the Consultant shall not be deemed to be the agent of the
Company and shall not be authorized or entitled to contract on behalf of or bind
the Company in any dealings with third parties with the exception that as
President & CEO of the Company, the Consultant may enter into contracts or bind
the Company within the authority granted to the President & CEO by the Board of
Directors of the Company, from time to time.
PART 4
DUTIES OF THE CONSULTANT
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4.01 In consideration of the Consulting Fee, the Consultant agrees to carry out
and perform the duties and responsibilities in respect to the Appointment that
would normally be expected in an organization of the size and nature of the
Company and such other services as the Company may from time to time require in
connection with the services named herein.
As President & CEO, the Consultant will be responsible for all the affairs of
the Company including the strategic direction, provison of appropriate
resources, appropriate financial plans, budgets and controls, custody and
efficient utilization of resources and keeping the Board and shareholders
appropriately informed.
PART 5
CONSULTING FEE
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5.01 In consideration of the performance by the Consultant of its obligations
under this Agreement, the Company shall pay to the Consultant a consulting fee
in the amount of (pound)5,000 per month adjusted as follows:
a) increase to (pound)6,500 per month upon completion of a further
U.S. $1 million funding (in addition to U.S.$750,000 first tranche
of private placement in progress) AND upon completion of financing
for a BioOil demonstration project with a minimum feed capacity of
500 kg./hr.
b) increase to (pound)8,000 per month upon completion
of a further U.S. $1 million funding AND upon completion of
financing for a second BioOil demonstration project with a minimum
feed capacity of 1,000 kg./hr. or completion of a definitive
agreement with an engine manufacturer (eg. credible worldwide such
as Allied Signal) for a full scale fuel and engine testing
program.
In addition, the Consultant will be granted stock options--as set
out in the Stock Option Agreement attached hereto--for the
purchase of 500,000 common shares of the Company at U.S. $1.50
each for five years. The options may be exercised on the following
basis:
a) 200,000 upon execution of this agreement, and
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b) an additional 150,000 on the first anniversary of this agreement,
and
c) the remaining 150,000 on the second anniversary of this agreement.
In addition, the Consultant will be granted 300,000 stock appreciation
rights: 200,000 ("SAR's") at an Initial Value per SAR of U.S. $.625 and
100,000 ("SAR's") at an Initial Value per SAR of U.S. $.40 with
termination 5 years from date of issue. Vesting of the SAR's must take
place either within the term of this contract or any extension or new
contract for continuing employment or involvement in the Company at a
senior management capacity. Vesting is subject to the following
specific performance criteria:
(a) 1/3 of all such issued SARs may only be redeemed upon the
Company achieving a Capitalized Stock Value of U.S. $30 million
for a consistent twenty (20) day trading period; and
(b) 1/3 of all such issued SARS may only be redeemed upon the
Company achieving a Capitalized Stock Value of U.S. $50 million
for a consistent twenty (20) day trading period; and
(c) 1/3 of all such issued SARS may only be redeemed upon the
Company achieving a Capitalized Stock Value of U.S. $100
million for a consistent twenty (20) day trading period.
Upon the Company achieving each aggregate Capitalized Stock
Value as set forth above, the Participant's corresponding SARs shall be
fully vested ("Vested SARs") at all times until expiration, and the
Participant shall be entitled to require the Company to redeem his SARs
in accordance with the provisions of Section 7. Any dispute as to
whether any of the above vesting benchmarks have been met shall be
conclusively settled in the good faith determination of the Company's
Board.
All other terms and conditions shall apply as set out in the Stock
Appreciation Rights Plan attached hereto.
PART 6
EXPENSES AND DISBURSEMENTS
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6.01 In addition to the Consulting Fee the Company shall pay to the Consultant
within thirty (30) days after receipt by the Company of invoices therefor, the
full amount of all reasonable expenses, disbursements and out-of-pocket costs
incurred by the Consultant on behalf of the Company in performing its duties
under this Agreement.
PART 7
INDEPENDENT CONTRACTOR
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7.01 Nothing in this Agreement shall create an employment relationship between
the Company and the Consultant and it is hereby understood and agreed that the
Consultant is and will at all times be an independent contractor in respect to
this Agreement.
PART 8
ROBERT ANDREW KINGSTON
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8.01 It is understood and agreed that the Company has entered into this
Agreement with assurances and representations of the consultant that the
particular talents of Robert Andrew Kingston will be available to the Company
full time. In the event that Mr. Kingston shall become physically or mentally
incapacitated for any reason whatsoever, shall leave the employ of or sell his
interest in or resign his position with the Consultant, then the Company shall
have the right to forthwith terminate this Agreement upon (30) days notice in
writing to the Consultant.
PART 9
CONFIDENTIALITY
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9.01 The Consultant shall not, either during the term of its appointment or at
any time thereafter, disclose to any person, firm or corporation any information
concerning the business or affairs of the Company which the Consultant may have
acquired in the course of or incidental to its Appointment hereunder or
otherwise, whether for its own benefit, or to the detriment, or intended or
probable detriment, of the Company. Further, as part of the consideration in
this agreement, the Consultant confirms and agrees with the obligations as set
out in the Confidentiality and Restrictive Covenant Agreement attached hereto.
PART 10
TERMINATION
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10.01 Either party may give 30 days written notice of intention to terminate
this Agreement, which shall terminate accordingly.
PART 11
NO FURTHER OBLIGATION
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11.01 Notwithstanding this Agreement and subject to sections 8.01 and 9.01,
either party shall be free to develop other business opportunities and
technology on its own or with other groups, partners, associates and
consultants, without obligation to include the other party in such technology
and projects.
PART 12
TERMINATION UPON DEFAULT
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12.01 In addition to Parts 8, 9 and 10 the Company shall be entitled to
terminate this Agreement upon ten (10) days notice in writing to the Consultant
in the event that any of the following events of default have occurred:
(a) the Consultant shall be in default in the observance or
performance of any term or condition of this Agreement
required to be done, observed or performed by the Consultant
and the default continues for a period of thirty (30) days
following receipt of written notice of such default from the
Company;
(b) an order shall be made or resolution passed or petition filed
for the winding-up of the Consultant; and
(c) the Consultant shall commit or threaten to commit any act of
bankruptcy or shall become insolvent or shall make an
assignment or proposal under the Bankruptcy Act or a general
assignment in favour of its creditors, or if a bankruptcy
petition shall be filed or presented against the Consultant.
PART 13
NOTICE
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13.01 Any notice required to be given hereunder by any party shall be given or
made in writing and either delivered personally or sent by registered mail,
postage prepaid, addressed to the Company at:
105-1700 West 75th Avenue,
Vancouver, B.C. V6P 6G2
or addressed to the Consultant at:
Nightingale House
Plantation Curzon Street,
London W1Y 7PE
or to such other address at which any of the parties hereto may from time to
time notify the others in writing. The time of giving or making such notice
shall be, if delivered, when delivered, and if mailed, then on the fifth (5th)
business day after the day of mailing thereof.
PART 14
HEADINGS
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14.01 The headings of this Agreement are inserted for convenience only and shall
not affect the construction of this Agreement.
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PART 15
TIME OF ESSENCE
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15.01 Time shall be of the essence of this Agreement.
PART 16
ENUREMENT
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16.01 This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their permitted successors and assigns.
PART 17
ASSIGNMENT
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17.01 Neither party to this Agreement shall be entitled to assign its benefits,
interests or obligations under this Agreement without the written consent of the
other party hereto.
TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement as
set out below.
DYNAMOTIVE TECHNOLOGIES CORPORATION
Per: /s/ Richard Lin
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Authorized Signatory
ROBERT ANDREW KINGSTON
Per: /s/ Andrew Kingston
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Authorized Signatory