EXHIBIT 3.81
DATED: June 26, 2000
OPUS MINERALS INC.
- and -
CHRIS PAPAIOANNOU
THIS CONSULTING AGREEMENT made as of the 26/th/ day of June, 2000.
BETWEEN:
OPUS MINERALS INC. of
1 First Canadian Place
P.O. Box 369, Suite 745
100 King Street West
Toronto Ontario M5X 1E2
(hereinafter referred to as the "Corporation") OF THE FIRST PART
CHRIS PAPAIOANNOU of
1020 Hayrake Lane
Charlottesville, Virginia
28903
(hereinafter referred to as the "Consultant") OF THE SECOND PART
WHEREAS the Corporation wishes to retain the Consultant for its business and the
Consultant has agreed to provide such services to the Corporation.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, it is hereby agreed by and between the parties as follows:
ARTICLE 1
Definitions
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1.1 For the purpose of this Agreement, "Consulting Services" shall mean
operations, administrative and marketing services relating to the business,
products, and services of the Corporation, and in particular but without
restricting the generality of the foregoing, including computer related
support, satellite administration, remote operations, internal coordination
of administrative and operational activities, advisory committee support
and, subject to the control and direction of the Corporation, preparing
corporate and product related materials.
1.2 The terms "subsidiaries", "associates" and "affiliated corporations" as
used in this Agreement shall have the meanings ascribed thereto in the Business
Corporations Act of Ontario.
ARTICLE 2
Engagement of the Consultant and Its Duties
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2.1 The Corporation hereby engages the services of the Consultant and the
Consultant hereby accepts the engagement of its services by the Corporation,
subject to the terms and conditions hereinafter contained and subject to
obtaining the necessary regulatory approval hereto.
2.2 The Consultant shall provide the Consulting Services to the Corporation
in such manner as the Corporation and the Consultant may reasonably agree, and
shall devote such of its time as is necessary to properly render the Consulting
Services to the Corporation, and all its effort, skills, attention and energies
during that time to the performance of its duties as herein set forth.
2.3 The Corporation acknowledges that it is aware of the Consultant's many
outside activities, duties and financial interests and agrees that the
performance of such activities and duties and involvement of such financial
interests will not be construed as a breach of this Agreement, provided that the
Consultant provides the Consulting Services on a basis which does not impair the
activities and business interests of either the Corporation or the Consultant.
2.4 In providing the Consulting Services, the Consultant will be relying
upon information received from the Corporation, and will so disclose this fact
in all communications. The Corporation agrees to provide the Consultant with
such information, financial records, documents and product information as may
facilitate the performance of the Consulting Services by the Consultant.
2.5 In the event of any misstatements, misrepresentations or omissions in
information as provided by the Corporation to the Consultant and as utilized by
the Consultant in the performance of the Consulting Services that may result in
liability to the Consultant, the Corporation agrees to indemnify and save
harmless the Consultant against any such claims or liabilities.
2.6 The Consultant agrees that it will perform the Consulting Services in
accordance with all applicable laws including, but not limited to the Ontario
Securities Act, the rules and policies of the Canadian Dealing Network, the
Securities Exchange Commission Acts of 1933 and 1934, its rules and regulations,
the rules and policies of the NASD Stock Quotation Service and any other
regulatory bodies as applicable.
2.7 The Consultant agrees to indemnify and save the Corporation harmless
with respect to any claim, suit, proceedings or judgement, whether regulatory or
of a court of competent jurisdiction arising from any breach of the Agreement by
the Consultant.
2.8 The term of this Agreement shall be for a period of three (3) years
commencing on the 26/th/ day of June 2000. The indemnities provided herein at
sections 2.5 and 2.7 will survive the termination of this Agreement.
2.9 Notwithstanding section 2.8, either party may terminate this Agreement
by providing the other party with at least 30 days written notice.
2.10 The Consultant shall at all times be an independent contractor and not
the servant or agent of the Corporation. No partnership, joint venture or
agency will be created or will be deemed to be created by this Agreement or by
any action of the parties under this Agreement. The Consultant is not an agent,
servant or employee of the Corporation, nor shall it represent itself to have
any such relationship with the Corporation. The Consultant shall be an
independent contractor with control over the manner and means of its
performance. Neither the Consultant nor its employees or agents shall be
entitled to rights or privileges applicable to employees of the Corporation
including, but not limited to, liability insurance, group insurance, pension
plans, holiday paid vacation and other benefit plans which may be available from
time to time between the Corporation and its employees.
2.11 The Consultant shall be responsible for the management of its
employees and without limiting the generality of the foregoing, shall be
responsible for payment to the proper authorities of all unemployment insurance
premiums, Canada Pension Plan contributions, Worker's Compensation premiums and
all other employment expenses for all of the Consultant's employees. The
Consultant shall be responsible for deduction and remittance of all income tax
due from itself and its employees.
ARTICLE 3
Compensation
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3.1 The Corporation agrees to pay the Consultant, in consideration of the
provision by the Consultant of the Consulting Services to the Corporation, the
sum of two thousand, one hundred and sixty six dollars and sixty seven cents US
(US $2,166.67) per month upon execution of this Agreement.
3.2 The Corporation agrees to reimburse the Consultant for all reasonable
disbursements, provided that the Consultant will not incur any single
expenditure without obtaining the prior written consent of the Corporation. The
Consultant agrees to provide the Corporation with receipts for disbursements and
expenses incurred where procurable.
The Corporation agrees to enter into an agreement to grant to the Consultant, or
its designate, upon terms and conditions as determined by the various Regulatory
Authorities governing the Corporation, the sole and exclusive right and option
to purchase all or any part of up to nine thousand (9,000) common shares of its
capital as fully paid and non-assessable shares, exercisable at the price of US
$2.55 per share for a period of five years (5) years vesting at a rate of 1/3
per year for three years. The first three thousand (3,000) shares vesting on
June 26, 2001, the second three thousand (3,000) shares vesting on June 26, 2002
and the third three thousand (3,000) shares vesting on June 26, 2003.
3.3 The Corporation shall cause to be filed, as soon as practicable, any
documentation including Registration Statement(s) Form S-1 or Form S-8 or a
demand registration statement under Form S-3 as applicable, for all applicable
jurisdictions to ensure that the shares to be issued under the provisions of
this Option shall be freely tradable.
ARTICLE 4
Confidentiality
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4.1 The Consultant will not, directly or indirectly, use, disseminate,
disclose, communicate, divulge, reveal, publish, use for its own benefit, copy,
make notes of, input into a computer data base or preserve in any way any
confidential information relating to the Corporation or its subsidiaries,
associates or affiliated corporations whether during the term of this Agreement
or thereafter, unless it first received written permission to do so from an
authorized officer of the Corporation.
4.2 For the purposes of this Agreement, "confidential information" is
information disclosed to or acquired by the Consultant relating to the business
of the Corporation, or its subsidiaries, associates or affiliated corporations,
their projects or the personal affairs of their directors, officers and
shareholders, including information developed or gathered by the Consultant
which has not been approved by the Corporation for public dissemination.
Confidential information does not include information in the public domain,
information released from the provisions of this Agreement by written
authorization of an authorized officer of the Corporation, information which is
part of the general skill and knowledge of the Consultant and does not relate
specifically to the business of the Corporation, and information which is
authorized by the Corporation to be disclosed in the ordinary course or is
required by law or applicable regulatory policy to be disclosed.
ARTICLE 5
Miscellaneous
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5.1 Any notice required or permitted to be given hereunder shall be given by
hand delivery, facsimile transmission or by registered mail, postage prepaid,
addressed to the parties at their respective addresses as previously set forth
and any such notices given by hand delivery or by facsimile transmission shall
be deemed to have been received on the date of delivery or transmission and if
given by prepaid registered mail, shall be deemed to have been received on the
third business day immediately following the date of mailing. The parties shall
be entitled to give notice of changes of addresses from time to time in the
manner hereinbefore provided for the giving of notice.
5.2 Time shall be the essence of this Agreement.
5.3 The provisions of this Agreement shall inure to the benefit of and be
binding upon the Corporation and the Consultant and their respective successors
and assigns. This Agreement shall not be assignable by the Consultant.
5.4 This Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto in connection with the subject
matter hereof. No supplement, modification, waiver or termination of this
Agreement shall be binding, unless executed in writing by the parties to be
bound thereby.
5.5 This Agreement shall be governed by the laws of Ontario.
IN WITNESS WHEREOF this Agreement has been executed by the parties.
) OPUS MINERALS INC.
)
)
) Per:______________________________
)
) Authorized Signatory
)
)
) CHRIS PAPAIOANNOU
)
)
) __________________________________
OPTION AGREEMENT
THIS AGREEMENT made the 26th day of June, 2000
B E T W E E N:
OPUS MINERALS INC., a corporation incorporated pursuant to the
laws of the Province of Ontario,
(hereinafter referred to as the "Corporation")
OF THE FIRST PART
- and -
CHRIS PAPAIOANNOU an employee of the Corporation,
(hereinafter referred to as the "Purchaser")
OF THE SECOND PART
WHEREAS the Corporation desires to grant to the Optionee pursuant to the
terms of the Corporation's Stock Option Plan (the "Plan") options to purchase
common shares in the capital of the Corporation, pursuant to the Ontario
Securities Commission ruling of January 10, 1997under subsection 74(1) of the
Securities Act (Ontario).
AND WHEREAS the Purchaser is an employee of the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each parties hereto) the Corporation and the Optionee hereby agree as follows:
1. In this Agreement the term "share" or "shares" shall mean, as the case may
be one or more common shares in the capital of the Corporation as constituted at
the date of the Agreement.
2. The Corporation hereby grants to the Purchaser subject to the terms and
conditions hereinafter set out, an irrevocable option to purchase Nine Thousand
(9,000) shares of the Corporation (the said Nine Thousand (9,000) common shares
being hereinafter called the "Optioned Shares") at the exercise price of two
dollars and fifty five cents ($2.55 US funds) per Optioned Share vesting at a
rate of 1/3 per year for three years.
The first Three Thousand (3,000) shares vesting on June 26, 2001, the second
Three Thousand (3,000) shares vesting on June 26, 2002 and the third Three
Thousand (3,000) shares vesting on June 26, 2003.
3. The Purchaser shall, subject to the terms and conditions hereinafter set
out, have the right to exercise the Nine Thousand (9,000) options hereby granted
with respect to all or any part of the optioned shares from time to time after
the vesting dates hereof and prior to close of business on June 30, 2005
(Hereinafter called the "Expiry Date"). On the Expiry Date the options hereby
granted shall forthwith expire and terminate and be of no further force or
effect whatsoever as to such of the Optioned Shares in respect of which the
options hereby granted have not been exercised.
4. In the event of the death of the Purchaser on or prior to the Expiry Dates
while an employee of the Corporation, the option hereby granted to the Purchaser
may be exercised, as to such of the Optioned Shares in respect of which option
has not previously been exercised as the Purchaser would have then been entitled
to purchase, by the legal personal representatives of the Purchaser at any time
up to and including (but not after) a date of six (6) months following the date
of death of the Purchaser or to the close of business on the expiry date,
whichever is earlier.
5. In the event of the resignation or discharge of the Purchaser as an
employee of the Corporation prior to the Expiry Dates, the option hereby granted
and earned to the Purchaser shall after ninety (90) days following the Purchaser
ceasing to be an employee of the Corporation, cease and terminate and be of no
further force or effect whatsoever as to such of the Optioned Shares in respect
of which such option has not been previously exercised.
6. If at any time when the option hereby granted remains unexercised with
respect to any Optioned Shares, (a) a general offer to purchase all of the
issued shares of the Corporation made by a third party or (b) the Corporation
proposes to sell all or substantially all of its assets and undertaking or to
merge, amalgamate or be absorbed by or into any other company (save and except
for a subsidiary or subsidiaries of the Corporation) under any circumstances
which involve or may involve or require the liquidation of the Corporation, a
distribution of its assets among its shareholders, or the termination of its
corporation existence, the Corporation shall use its best efforts to bring such
offer or proposal to the attention of the Purchaser as soon as practicable and
(I) the options hereby granted may be exercised, as to all or any of the
Optioned Shares in respect of which such options have not been previously
exercised, by the Purchaser at any time up to and including (but not after) a
date ninety (90 days following of the completion of such sale or prior to the
close of business on the Expiry Dates, whichever is the earlier; and (ii) the
Corporation may, at its option, require the acceleration of the time for the
exercise of the said option and of the time for the fulfilment of any conditions
or restrictions on such exercise.
7. Subject to the provisions of paragraph 4, 5 and 6 hereof, the options
hereby granted shall be exercisable (at any time and from time to time as
aforesaid) by the Purchaser or his legal personal representative giving a notice
in writing addressed to the Corporation at its principal office in the City of
Toronto, Ontario and delivered to the
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Secretary of the Corporation, which notice shall specify the number of optioned
shares in respect of which such notice is being exercised and shall be
accompanied by payment (by cash or certified cheque) in full of the purchase
price for such number of optioned shares so specified therein. Upon any such
exercise of options as aforesaid the Corporation shall forthwith cause the
transfer agent and registrar of the Corporation to deliver to the Purchaser or
his legal personal representatives (or as the Purchaser may otherwise direct in
the notice of exercise of option) within ten (10) days following receipt by the
Corporation of any such notice of exercise of option a certificate or
certificates in the name of the Purchaser or his legal personal representatives
representing in the aggregate such number of optioned shares as the Purchaser or
his legal personal representatives shall have then paid.
8. Nothing herein contained or done pursuant hereto shall obligate the
Purchaser to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Purchaser shall have exercised his options
hereunder in the manner hereinbefore provided.
9. In the event of any sub-division, re-division or change of the shares of
the Corporation at any time prior to the expiry date into greater number of
shares, the Corporation shall deliver at the time of any exercise thereafter of
the option hereby granted such additional number of shares as would have
resulted from such sub-division or change if such exercise of the option hereby
granted had been prior to the date of sub-division re-division or change.
In the event of any consolidation or change of the shares of the
Corporation at any time prior to the Expiry Dates into a lesser number of
shares, the number of shares deliverable by the Corporation on any exercise
thereafter of the option hereby granted shall be reduced to such number of
shares as would have resulted from such consolidation or change if such exercise
of the option hereby granted had been prior to the date of such consolidation or
change.
10. The Purchaser shall have no rights whatsoever as a shareholder in respect
of any of the Optioned Shares (Including any right to receive dividends or other
distribution therefrom or thereon) other than in respect of the Optioned Shares
in respect of which the Purchaser shall have exercised his option hereunder and
which the Purchaser shall have actually taken up and paid for.
11. Time shall be of the essence of this Agreement.
12. This Agreement shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Purchaser and his legal
personal representative to the extent provided in paragraph 4 hereof. This
Agreement shall not be assignable by the Purchaser or his respective legal
representative.
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13. This Agreement shall be construed in accordance with and be governed by
the laws of the Province of Ontario and shall be deemed to have been made in
said Province.
IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.
SIGNED, SEALED AND DELIVERED ) OPUS MINERALSINC.
(in the presence of) )
)
)
)
)
) By:__________________________________
) Frank Kollar, Chairman
)
)
)
)
)
)
)
)
) ________________________________
) Chris Papaioannou