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EXHIBIT 10.17
CONSULTING SERVICES AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is made and entered effective
as of October 30, 2000, by and between Venus Exploration, Inc., a Delaware
corporation that is referred to hereinafter as "Venus" or the "Company" and
whose address is 1250 N.E. Loop 410, Suite 1000, San Antonio, Texas 78209, and
P. Mark Stark, who is referred to hereinafter as "Consultant" and whose address
is 7431 Dietz Elkhorn Road, Fair Oaks Ranch, Texas 78015.
FOR AND IN CONSIDERATION of the mutual covenants herein contained and
the mutual benefits to be gained by the performance thereof and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. TERM OF SERVICES. Venus hereby contracts for the services of
Consultant, and Consultant hereby agrees to provide services described below to
Venus for a six-month term beginning on October 30, 2000.
2. DUTIES AND RESPONSIBILITIES. Primarily, Consultant shall provide
financial analyses and accounting services for Venus. Consultant shall report to
John Y. Ames, President of Venus. Consultant shall, in the performance of
services hereunder, use his best efforts to serve and to advance the interests
of Venus well and faithfully. Consultant is responsible for completion of all
work assigned by Venus and accepted by Consultant. The time allotted for
completion will be determined by the parties when a project is assigned and
accepted.
3. COMPENSATION. The compensation to be paid to Consultant under this
Agreement is listed in paragraphs 3.01 and 3.02 below, and that compensation
shall constitute the full consideration to be paid to Consultant for all
services of whatever type to be rendered by Consultant to Venus.
3.01 As compensation for services rendered pursuant to this
Agreement, Consultant shall be entitled to receive from Venus a
consultant fee of $50,000 for the six-month term of this Agreement,
and it is payable in twelve equal installments beginning of November
15, 2000, and thereafter on the fifteenth day and the last day of
each month within the term of this Agreement, but not beyond April
30, 2001.
3.02 Subject to the terms of this Agreement, a separate Independent
Contractor Award Agreement for Non-Qualified Stock Options and
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pursuant to the 1997 Incentive Plan of Venus Exploration, Inc. (the
"Plan") for its key management employees, directors and independent
contractors, Venus grants to Consultant options ("Restricted
Options") to buy a total of $20,000 worth of shares of its common
stock based on the stock price of $1.1875 per share; i.e., the per
share stock price quoted by the NASDAQ SmallCap Market for such
common stock at the closing of business on October 30, 2000 ("Date
of Grant"). In that regard and without limiting the provisions of
the above-referenced documents, unless the Restricted Options or the
underlying Common Stock is issued to Consultant in a transaction
registered under applicable federal and state securities laws,
Consultant represents and warrants to the Company that all
Restricted Options and underlying Common Stock will be acquired by
the Consultant for investment purposes for his own account only and
not with any intent for resale or distribution in violation of
federal or state securities laws. Unless the Restricted Options or
underlying Common Stock is issued to him in a transaction registered
under the applicable federal and state securities laws, all
certificates issued with respect to the Restricted Options or the
underlying Common Stock shall bear an appropriate restrictive
investment legend.
4. CONFIDENTIAL INFORMATION. The term "Confidential Information," as
used herein, shall mean and include any and all documents, knowledge, data or
information (in whatever medium) known, communicated, provided or made available
to Consultant, whether before or after the execution of this Agreement, that
Consultant knows or reasonably should know constitute trade secrets of Venus or
information belonging to third parties to whom Venus may have an obligation of
confidentiality or that embody, comprise, relate to, are incorporated in or
constitute "Intellectual Property" (as herein defined) in any stage of
development; including, in each case, all trade secrets and other proprietary
ideas, concepts, methodologies and information incorporated therein; provided,
however, that Confidential Information shall not include any information or
materials that are or become generally available to the public other than as a
result of any breach of the provisions of this Agreement or any other agreement
between Consultant and Venus (or their respective successors, assigns or
affiliates). The term "Intellectual Property," as used herein, shall include any
and all information or materials, in any medium, of a technical or a business
nature relating to the actual or reasonably anticipated business of the Company,
including, without limitation, the work product of this Agreement or the
business plan of the Company.
5. CONFIDENTIALITY. Consultant acknowledges and agrees that, in his
work with Venus pursuant to this Agreement, he occupies a position of trust and
confidence. Venus agrees to give him access to, and to allow him to become
familiar
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with, Venus's Confidential Information. Consultant further acknowledges and
agrees that the Confidential Information, including any and all copies thereof,
constitutes trade secrets of Venus and is confidential and proprietary
information of Venus and is the property of Venus in its entirety and to the
exclusion of all others, including Consultant. Consultant further acknowledges
and agrees that he has no right, title, interest or claim in or to any of the
Confidential Information or any copies thereof. Consultant agrees to maintain
the confidentiality of the Confidential Information and agrees that he will not
take, or permit to be taken, any action with respect to the Confidential
Information (or any portion thereof) that is inconsistent with the confidential
and proprietary nature of such information. Without limiting the generality of
the foregoing, Consultant agrees that he will not, directly or indirectly,
without the prior specific written consent of Venus, except as specifically
required in the course of his assignment:
(i) communicate, divulge, transmit or otherwise disclose any
Confidential Information to any person, firm, partnership,
corporation or other entity, or
(ii) use any Confidential Information in any manner except as
specifically required in connection with the performance of
services hereunder, or
(iii) copy, reproduce or otherwise duplicate any Confidential
Information in any fashion, in whole or in part.
Consultant agrees to take any and all steps reasonably necessary to
protect the confidentiality of the Confidential Information, and Consultant
shall, upon termination of this Agreement, immediately return to Venus all
Confidential Information in Consultant's control or possession, including,
without limitation, any and all copies thereof. Consultant shall not use any
knowledge or Confidential Information obtained pursuant to this Agreement to the
detriment of Venus, and without limiting the rights of Venus, Venus will have a
right of first refusal and prior right to buy any oil or gas prospect that
Consultant or his assigns may develop or identify within three years of the
termination of this Agreement or any extension hereof if any of such
Confidential Information was used by Consultant in that development or
identification. This Section shall survive the expiration or termination of this
Agreement.
6. RESTRICTIVE COVENANT AND NONCOMPETITION.
6.01 As an independent covenant, Consultant agrees that, for a period
of three (3) years commencing upon the termination of this Agreement by
Consultant , by Company if Consultant is terminated for cause, or the
expiration of this Agreement, Consultant will not, unless granted
express written permission by the Board of Directors of Company,
develop, work on or in any way advance, directly
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or indirectly, as an officer, director, stockholder, employee, advisor,
consultant, partner, owner, agent, representative or in any other
capacity, any competitor of Company or any other third party, any oil,
gas or mineral exploration or production from the prospects or prospect
leads on which he worked or to which he had access to the relevant
Confidential Information during his service; provided, however, that
the foregoing shall not prohibit Consultant from becoming a passive
shareholder owning less than five percent (5%) of the shares of a
competing corporation whose shares are publicly traded.
6.02 As an independent covenant, Consultant agrees, during the term of
this Agreement and, upon termination or expiration of this Agreement
for any reason, for a period of eighteen (18) months thereafter, not to
induce or to attempt to influence any employee or consultant of Company
to terminate his or her employment with, or service to, the Company.
6.03 As an independent covenant, Consultant agrees, during the term of
this Agreement and, upon termination or expiration of this Agreement
for any reason, for a period of eighteen (18) months thereafter, not to
solicit any investment in oil or natural gas projects by any of the
entities that have invested in the Company or any its projects during
the period of Consultant's service to the Company and its predecessors.
6.04 Consultant agrees that the covenants and agreements set forth in
this Section 6 are made to protect the legitimate business interests of
Company, including Company's interest in Confidential Information and
Intellectual Property, and not to restrict his mobility or to prevent
him from utilizing his skills. Consultant recognizes the necessarily
national scope of the market served by Company and agrees that the
restrictions set forth in this Section are reasonable.
6.05 This Section 6 shall survive the expiration or termination of this
Agreement. Any period of breach of the terms of this Section 6 shall
not count toward the specified time duration of the covenant, but
instead that period of breach shall be added to the specified time
period.
7. TERMINATION. This Agreement may be terminated by the Consultant or
by Venus by that party giving thirty days (30) days written notice of
termination to the other party. Such termination shall not prejudice any remedy
that the terminating party may have, either at law, in equity or under this
Agreement, nor shall it invalidate any rights or obligations of or to the other
party hereunder, which rights and obligations shall survive the termination. In
the event of the termination of this Agreement, the
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Consultant shall be entitled to the compensation earned by him prior to the date
of termination as provided for in this Agreement. The Consultant shall be
entitled to no further compensation as of the date of termination.
This Agreement may be terminated by Venus with cause at any time. If
Venus does not give Consultant notice of non-renewal before April 1, 2001, the
term of this Agreement shall be extended for another 6-month term. If extended,
no Stock Grant shall be included in the compensation for the extended term
unless and until the Compensation Committee approves of such additional
compensation.
8. NO OTHER AGREEMENTS. This Agreement contains the entire agreement of
the parties with respect to the matters referred to herein, and all prior
agreements and understandings of the parties are revoked. This Agreement may be
amended only by a written instrument executed by Venus and Consultant.
VENUS EXPLORATION, INC.
By: /s/ JOHN Y. AMES
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John Y. Ames,
President
CONSULTANT
/s/ P. MARK STARK
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P. MARK STARK
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