MEMORANDUM OF UNDERSTANDING AND MODIFICATION AGREEMENT
THIS AGREEMENT, effective on the 1st day of September, 2001, is made by and
between XXXXXXXX X. XXXXXXX ("'Xxxxxxx"') and SOUTHERN STATES POWER COMPANY,
INC. (the Company" or SSPC).
RECITALS
X. Xxxxxxx has heretofore been hired and employed by the Company as a legal
representative, and as President, Chief Executive Officer and Director. To
induce Xxxxxxx to remain an employee of the Company, and to serve the best
interests of the Company, Xxxxxxx and SSPC entered into an Employment Agreement
on or about March 14, 2001 which is effective, binding and enforceable for a
period of three (3) years from the date executed by the parties.
B. For reasons personal to Xxxxxxx and beneficial to the Company, Xxxxxxx is
submitting his resignation as President, Chief Executive Officer and Director of
the Company, and has agreed to remain associated with the Company in the
capacity as a business and legal advisor when necessary and appropriate.
C. The terms of the Employment Agreement between the parties provide
specifically for such circumstance where there is a shift or reduction in title
and responsibility, and the consequence of same.
D. The purpose of this agreement is to modify the existing Employment
Agreement in the particulars noted below.
NOW THEREFORE, in consideration of the mutual promises and covenants
between the parties, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1.1 Modification of Employee Agreement
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Xxxxxxx hereupon agrees to waive any provision relating to reduction or
change in job title or responsibility as contained in said Employment Agreement
as an event which would trigger a severance under the terms of the Agreement.
2.1 Voluntary Resignation
----------------------
The voluntary resignation resulting in a reduction or change in job title
from President and Chief Executive Officer to business and legal advisor shall
not in any manner be construed nor intended to alter or modify any other terms
and conditions contained in said Employment Agreement, and said Employment
Agreement shall continue to remain in full force and effect for the period
stated notwithstanding such resignation as President and Chief Executive
Officer.
3.1 Continued Duties and Responsibilities
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As a condition of the Employment Agreement, Xxxxxxx shall continue to
devote and spend not less than 40 hours per week on matters benefiting the
Company, to include but not limited to legal transactional work (contracts,
document preparation, leases, employment agreements); legal representation of
any nature; coordination of various legal matters regarding firms and
individuals advising o SEC laws and regulations; assistance in preparation for
filing of 10Q's and 10K reports, and other legal filings necessary from time to
time; financial, fund raising activities for various projects; general business
counseling and advising, and such matters that may assist and help the Company
form time to time.
Services rendered to the Company shall be preformed at the Company's
corporate office in Ontario; at the home office of Xxxxxxx, or at such location
as deemed appropriate and requested by the Company from time to time.
4.1 Confirmation of Benefits and Reimbursements
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The parties hereby confirm and acknowledge the consideration and benefits
as contained in the existing Employment Agreement, and agree that Xxxxxxx shall
continue to receive the same compensation, benefits and perquisites as granted
to him before submission of his resignation.
5.1 Stock Options
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All options previously granted, whether vested or to be vested, and as
approved and granted by the Board of Directors at specially held meetings, shall
continue to be exercisable by Xxxxxxx in accordance with the terms originally
granted.
This memorandum of understanding shall also acknowledge and confirm that at
a prior specially held Board meeting the Board granted one million shares of
Preferred Stock in the Company, convertible to common stock, and which contained
the provision that each Preferred Share contained voting rights equal to ten
times (10X) that of each share of Common Stock, to Xxxxxxx in his capacity and
for recognition of his services as Director of the Company. The Transfer Agent
for the Company was previously instructed to issue the same amount of shares to
each of the Directors, but further instructed not to complete the issuance or
delivery until such time as the proper notice had been filed with the Securities
and Exchange Commission. This Notice has since been filed and lodged with the
SEC, and the Preferred Shares are ready to be issued.
In order to preclude the unnecessary issuance and immediate conversion of
said Preferred Shares to Common Stock to Xxxxxxx as previously approved by the
Board of Directors, the parties hereby agree it would be preferable to xxxxx
Xxxxxxx options to purchase one million shares of Common Stock at the exercise
price of $0.001 per share. This option shall be exercisable at any time within
one year from the date of execution of this Agreement and shall be in addition
to any other options that may be exercisable by Xxxxxxx. Further, these shares
shall be subject to Rule 144 and may be subject also to restrictions on trading
imposed on insiders. Consideration for such shares may be paid in cash at the
time of exercise, or may be evidenced by a Promissory Note for the full amount
due maturing one year form date of exercise and bearing interest at 10%.
6.1 Acknowledgement
---------------
All other terms and conditions contained in said Employment Agreement shall
remain unchanged.
IN WITNESS WHREOF, the parties have executed this Agreement on the dates
shown below.
/s/ Xxxxxxxx X. Xxxxxxx Date: September 1, 2001
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XXXXXXXX X. XXXXXXX
SOUTHERN STATES POWER COMPANY, INC.
By: /s/ Xxxxxxxx X. XxXxx III Date: September 1, 2001
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Xxxxxxxx X. XxXxx III, Director
By: /s/ Xxxxxxx X. Xxxxxxxx Date: September 1, 2001
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Xxxxxxx X. Xxxxxxxx, Director
