EXHIBIT 10.1
January 31, 2002
CONSULTING AGREEMENT
This Agreement (this "Agreement") is entered into as of January 2, 2003, by and
between Capco Energy, Inc. ("Company") having as its principal place of business
located at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx 00000 and Xxxxxxxx X. Xxxxxxx an
individual , having as his principal place of business located at 0000 Xxx
Xxxxxx Xx Xxxxx , Xxxxxxxxxx 00000, ("Consultant").
The parties hereto agree as follows:
1. ENGAGEMENT. Company hereby engages Consultant and Consultant hereby agrees to
hold itself available to render, and to render at the request of Company,
independent financial, advisory and consulting services for Company and its
affiliates, to the best of its ability, upon the terms and conditions
hereinafter set forth.
2. TERM. The term of this Agreement shall begin as of the date of this Agreement
and shall terminate six (6) months from the date first entered above unless
terminated or extended by the parties named above by written notice sent to the
address identified in Paragraph 10 below.
3. COMPENSATION. As compensation for all services rendered by Consultant under
this Agreement, Company shall pay Consultant the following sums:
During the term of this Agreement Company shall (1) pay to
Consultant $2,500 upon signing this agreement, (2) pay to consultant
the sum of $2,500 per month thereafter commencing February 1, 2003 and
continuing until this agreement expires. All such compensation shall be
payable without deduction. In addition to the cash Company shall grant
to consultant an Option to purchase 300,0000 common shares of the
company's stock at $0.81 per share said option agreement to be valid
for three (3) years from the date this agreement is executed by the
parties. Company agrees to register said shares as S-8 shares
immediately upon execution of the stock option agreement by Consultant.
Company shall be responsible for drafting the option agreement. Said
agreement shall be completed and presented to Consultant no later than
5:00 P.M. Pacific Time on January 15, 2003.
4. DUTIES. Consultant shall hold itself available to render, and shall render at
the request of Company from time to time, consulting and strategic planning for
the Company. Consultant shall render such services conscientiously and shall
devote its efforts and abilities thereto, at such times during the term hereof,
and in such manner, as Company and Company shall mutually agree, it being
acknowledged that Consultant's services shall be non-exclusive and performed at
such places and at such times as are reasonably convenient to Consultant.
Consultant shall observe all policies and directives promulgated from time to
time by Company's Board of Directors or Officers.
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5. EXPENSES. Consultant shall be reimbursed by Company for all reasonable
business expenses which are deductible by Company for U.S. Federal income tax
purposes and which were incurred by Consultant during the performance of its
services hereunder; provided, any such reimbursement in excess of $1,000 in any
month, shall require Company's prior written approval. Company's obligation to
reimburse Consultant pursuant to this subparagraph shall be subject to the
presentation to Company by Consultant of an itemized account of such
expenditures, together with supporting vouchers, in accordance with Company's
policies as in effect from time to time.
6. INDEPENDENT CONTRACTOR. It is expressly agreed that Consultant is acting as
an independent contractor in performing its services hereunder.
7. DISCLOSURE OF INFORMATION.
Consultant shall not disclose or appropriate to its own use, or to the use of
any third party, at any time during or subsequent to the term of this Agreement,
any secret or confidential information of Company or any of Company's affiliates
or subsidiaries of which Consultant has been or hereafter becomes informed,
whether or not developed by Consultant, including, but not limited to,
information pertaining to customer lists, services, methods, processes, prices,
profits, contract terms or operating procedures, except as required in
connection with Consultant's performance of this Agreement, or as required by a
governmental authority. Company shall have the right to obtain injunctive
relief, without bond, for violation of the terms of this paragraph and the terms
of this paragraph shall survive the term of this Agreement.
8. ASSIGNMENT. This Agreement is a personal one, being entered into in reliance
upon and in consideration of the skill and qualifications of Consultant.
Consultant shall therefore not voluntarily or by operation of law assign or
otherwise transfer the obligations incurred on its part pursuant to the terms of
this Agreement without the prior written consent of Company. Any attempted
assignment or transfer by Consultant of its obligation without such consent
shall be wholly void.
9. MODIFICATION OF AGREEMENT. This Agreement may be modified by the parties
hereto only by a written supplemental agreement executed by both parties.
10. NOTICE. Any notice required or permitted to be given hereunder shall be
sufficient if in writing, and if sent by registered or certified mail, postage
prepaid, addressed as follows:
IF TO CONSULTANT: IF TO COMPANY:
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Xxxxxxxx X. Xxxxxxx Capco Energy, Inc.
0000 Xxx Xxxxxx 0000 Xxxxx Xxxxxx
Xx Xxxxx, XX 00000 Xxxxxx Xxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxx Attention: Xxxxx Xxxxxxxxx
or to such other address as the parties hereto may specify, in writing, from
time to time.
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11. WAIVER OF BREACH. The waiver by either party of any breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
12. TITLES. The titles of the Sections herein are for convenience of reference
only and are not to be considered in construing this Agreement.
13. GOVERNING LAW. This Agreement has been executed and delivered in the State
of California, and its interpretation, validity, and performance shall be
construed and enforced in accordance with the laws of such State without
reference to its statutes regarding conflict of laws.
14. ENTIRE AGREEMENT. This Agreement contains the entire contract of the parties
with respect to the subject matter hereof and supercedes all agreements and
understandings between the parties concerning the subject matter hereof.
Executed, as of the date first above written.
Xxxxxxxx X. Xxxxxxx CAPCO ENERGY
/s/ Xxxxxxxx X. Xxxxxxx By /s/ Xxxxx Xxxxxxxxx
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Xxxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx
President
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