Exhibit 10.10
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this "Agreement") dated as of November 2, 2005
between Euroseas Ltd. (the "Company"), Eurobulk Ltd. (the "Consultant").
W I T N E S S E T H :
WHEREAS, the Company desires to engage Consultant to provide the services
specified herein to the Company, and Consultant desires to be so engaged by the
Company, all subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the parties hereto do hereby agree as follows:
1. Duties of Consultant. During the term of this Agreement as provided
in Section 2 below, Consultant will be engaged as an independent contractor to
provide the services specified herein to the Company and its subsidiaries and
Consultant agrees to such engagement, upon the terms and conditions herein set
forth. During such term, Consultant shall render advice and provide executive
services to the Company from time to time, including, but not limited to, the
services of a Chief Executive Officer, a Chief Financial Officer and a Secretary
and such other matters as may be mutually agreed between Consultant and the
Company (the "Services"). The Services shall include (a) the authority and
responsibilities consistent with the foregoing executive positions and (b) such
other services as the Board of Directors of the Company may deem necessary and
relevant.
2. Term of Agreement. The engagement of Consultant hereunder shall
continue through June 30, 2010 (the "Initial Term"), and shall be automatically
renewed thereafter on an annual basis unless terminated by the Company or
Consultant by written notice to the other on or before the 90th day preceding
any scheduled termination date, unless sooner terminated as hereinafter provided
in Section 7 below.
3. Place of Performance. Consultant shall render the Services at one or
more suitable locations selected by the parties.
4. Staffing Requirement. The Services supplied by Consultant shall only
be performed by the following persons: President and Chief Executive Officer by
Xxxxxxxxx X. Xxxxxx; Chief Financial Officer and Treasurer by Xxxxxxxxxx
Xxxxxxx; and Secretary by Xxxxxxxxx Xxxxxxx. Any other person performing any of
the Services must first be approved by the Company in writing.
5. Compensation. In consideration of Consultant's services provided
hereunder, the Company agrees to pay Consultant a consulting fee at the rate of
$500,000 per anuum payable in advance in four quarterly installments. This
amount will be adjusted annually for inflation.
6. Expenses. In order to facilitate Consultant's carrying out its
duties hereunder, the Company shall promptly reimburse Consultant for all
reasonable expenses paid or incurred by it, its employees or agents in
connection with the performance of its duties hereunder, upon presentation by
Consultant of an itemized accounting therefor in accordance with the policies of
the Company.
7. Termination. (a) In the event of Consultant's willful misconduct
(not including negligence) in any material respect or its material breach of, or
material failure to perform, its duties or responsibilities hereunder, the
Company may terminate Consultant's engagement hereunder at any time for cause by
giving written notice to Consultant stating the cause for such termination.
(b) If Consultant is unable to perform its duties hereunder by reason of
mental or physical illness or other incapacity of its designated and approved
employees continuing for a period of twelve (12) consecutive months, the Company
may, at any time after the expiration of such twelve-month period and prior to
such employee's recovery from such illness or incapacity, elect to terminate
Consultant's engagement hereunder by giving written notice of such election to
Consultant.
(c) Either party may terminate this Agreement on at least 90 days'
written notice prior to the end of the Initial Term or prior to the expiration
of any applicable renewal term.
(d) The parties, by mutual agreement, may terminate this Agreement at
any time.
8. Confidential Information. Consultant agrees that, during its
engagement by the Company and at all times thereafter, it will not disclose to
others except to its employees, agents, advisors or representatives, directly or
indirectly, any confidential information, which is in the nature of trade
secrets, relating to the business, prospects or plans of any of the Company.
Upon termination of the engagement with the Company, Consultant shall surrender
to the Company any and all work papers, reports, manuals, documents and the like
(including all originals and copies thereof) in its or its agents or
representatives' possession which contain any such confidential information.
9. Nonexclusive Engagement. During the term of this Agreement,
Consultant shall be permitted to engage in such other business activities and
perform services for entities other than the Company; provided, however,
Consultant shall at all times provide sufficient staffing to satisfactorily
perform the Services to be provided hereunder and Consultant's engagement in
rendering services to entities other than the Company shall not substantially
interfere with or adversely affect its provision of the Services hereunder.
10. Notices. Any and all notices or other communications required or
permitted to be given under any of the provisions of this Agreement shall be in
writing and shall be deemed to have been duly given and received when delivered
personally or three (3) days
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after mailing, if mailed by registered or certified mail, return receipt
requested. Either party may change its mailing address for the purposes of this
Agreement by notice to the other as herein provided.
11. Authority. The Company represents to Consultant that this Agreement
has been duly authorized on behalf of the Company by its Board of Directors.
Consultant represents to the Company that this Agreement has been duly
authorized on behalf of the Consultant by its Board of Directors, that it is
free to enter into this Agreement and that its entering into this Agreement does
not violate any obligation that it has to any other person or legal entity.
12. Separability. In the event that any provision of this Agreement
would be held to be invalid or unenforceable for any reason unless narrowed by
construction, this Agreement shall be construed as if such invalid or
unenforceable provision had been more narrowly drawn so as not to be invalid or
unenforceable. If, notwithstanding the foregoing, any provision of this
Agreement shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall attach only to such provision and shall not
affect or render invalid or unenforceable any other provision of this Agreement.
13. Miscellaneous.
(a) This Agreement sets forth the entire understanding of the Company
and Consultant with respect to the subject matter hereof and cannot be amended
or modified except by a writing signed by each of the parties hereto. No waiver
of any term, condition or obligation of this Agreement shall be valid unless in
writing and signed by the waiving party. No failure or delay by either the
Company or Consultant in exercising any right or remedy under this Agreement
will waive any provision of this Agreement, nor will any single or partial
exercise by either the Company or Consultant of any right or remedy under this
Agreement preclude any of them from otherwise or further exercising the rights
or remedies contained herein, or any other rights or remedies granted by any law
or any related document.
(b) The Section headings contained herein are for the purpose of
convenience only and are not intended to define or limit the contents of said
Sections.
(c) This Agreement shall be deemed to be a contract under the laws of
the State of New York and shall be construed and enforced in accordance with the
laws of said state.
(d) This Agreement may be executed in any number of counterparts each of
which shall be deemed an original and all of which, taken together, shall
constitute a single original document.
(e) It is understood and agreed among the parties that in rendering
services hereunder, Consultant is an independent contractor of the Company and
shall not be deemed to constitute a director, officer or employee of the Company
solely in respect of this Agreement.
(f) The Company shall have no obligation to any person entitled to the
benefits of this Agreement with respect to any tax obligation any such person
incurs as a result of
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or attributable to this Agreement or arising from any payments made or to be
made hereunder or thereunder.
(g) The provisions of this Agreement which by their terms call for
performance subsequent to termination of this Agreement shall so survive such
termination.
(h) This Agreement may not be transferred, assigned or delegated by any
of the parties hereto without the prior written consent of the other parties
hereto.
(i) (1) The Company hereby confirms to and agrees with Consultant with
respect to any and all matters arising out of or in connection with its
engagement as a consultant hereunder, that Consultant shall be entitled to
receive the benefits of all indemnification provisions contained in the bylaws
of the Company to the fullest extent permitted by applicable law at the time of
the assertion of any liability against Consultant. Without limiting the
generality of the foregoing, the Company hereby covenants and agrees that
Consultant shall be entitled to receive any and all indemnification to which
Consultant would have been entitled had it or they acted as an officer or
director of the Company, including, without limitation, such indemnification
benefits as may hereafter be extended or otherwise made available by the Company
to its executive officers.
(2) Consultant shall cooperate fully with the Company in the
prosecution or defense, as the case may be, of any and all actions, governmental
inquiries or other legal proceedings in which Consultant's assistance may be
requested by the Company. Such cooperation shall include, among other things,
making documents in Consultant's custody or control available to the Company or
its counsel, making itself available for interviews by the Company or its
counsel, and making itself available to appear as a witness, at deposition,
trial or otherwise. Any and all reasonable and necessary vouchered out-of-pocket
expenses incurred by Consultant in fulfilling its obligations under this
paragraph 13(i) shall be reimbursed by the Company.
(3) The provisions of this Section 13(i) shall survive the
termination or expiration of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Services Agreement as
of the date first written above.
Euroseas Ltd.
By: /s/ Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx
Title: Chief Executive Officer
Eurobulk Ltd.
By: /s/ Xxxxxx X. Vassilikos
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Name: Xxxxxx X. Vassilikos
Title: Managing Director
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