Exhibit 10.2
INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENT
THIS INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENT ("Agreement") is
made, entered into and effective as of September 2nd, 2004 (the "Effective
Date"), between HQ Sustainable Maritime Industries Inc. (HQSM or the Company), a
Delaware corporation with its principal place of business located at ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Company"), and ▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇) Too
an individual residing ▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(the "INED").
WHEREAS, prior commencing to the Effective Date (the "Inception Date"),
the INED has been employed by, and has been performing executive services for,
the Company; and
WHEREAS, the Company and the INED wish to memorialize the terms and
conditions of the INED's employment by the Company in the position of Managing
Director;
NOW, THEREFORE, in consideration of the covenants and promises
contained herein, the Company and the INED agree as follows:
1. INED. The Company offers to retain the INED, and the INED agrees to
be retained by Company, in accordance with the terms and subject to the
conditions of this Agreement, commencing on the Effective Date and terminating
on the first anniversary of the Effective Date (the "Scheduled Termination
Date"), unless terminated in accordance with the provisions of paragraph 11
hereinbelow, in which case the provisions of paragraph 11 shall control,
provided however, that unless either party provides the other party with written
notice of his or its intention not to renew this Agreement at least six (6)
months prior to the Scheduled Termination Date, this Agreement shall
automatically renew for an additional five-year period commencing on the day
after the Scheduled Termination Date and terminating on the fifth anniversary of
the day after the Scheduled Termination Date. The INED affirms that no
obligation exists between the INED and any other entity which would prevent or
impede the INED's immediate and full performance of every obligation of this
Agreement.
2. Position and Duties. During the term of the INED's employment
hereunder, the INED shall continue to serve in, and assume duties and
responsibilities consistent with, the position of Independent non-executive
director, unless and until otherwise instructed by the Company. The INED agrees
to devote the necessary working time, skill, energy and best business efforts
during the term of his retainer with the Company . ▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇) Toofully
understands the role of INED in protecting minority shareholders' rights and in
supervising the audit committee during the various financial reporting periods
of the company.
Notwithstanding anything to the contrary contained herein, the INED may
hold officer and non-executive director positions (or the equivalent position)
in or at other entities that are affiliated and not affiliated with the Company.
The Company acknowledges that the INED currently holds, and acknowledges the
INED's right to continue to hold, such positions in such entities and to
continue to fulfill his obligations in connection with holding such positions in
such entities so long as it does not interfere with his ability to perform his
duties and responsibilities hereunder.
3. No Conflicts. The INED covenants and agrees that for so long as he
is retained by the Company, he shall govern himself in such a way as to avoid
any conflict with his duties in protecting the company and the interests of the
minority shareholders in the Company.
4. Compensation.
a. Base Remuneration. During the term of this Agreement, the Company
shall pay, and the INED agrees to accept, in consideration for the INED's
services hereunder, pro rata three payments of the annual salary of $15,000.00,
less all applicable taxes and other appropriate deductions. The INED's base
salary shall be increased annually, on January 1 of each calendar year, in
amount no less than ten percent (10%). In addition, the Company's Board of
Directors (the "Board") shall review the INED's base salary annually to
determine whether it should be increased more than ten percent (10%). The
decision to increase the INED's base more than ten percent (10%) and the amount
of any such increase shall be within the Board's sole discretion.
b. Annual Bonus. During the term of this Agreement, the INED shall be
entitled to an annual bonus in an amount no less than $15,000.00 in shares
calculated at the then trading value of the company at the anniversary of the
present agreement or at such other time as may be determined by the Board..
5. Expenses. During the term of this Agreement, the INED shall be
entitled to payment or reimbursement of any reasonable expenses paid or incurred
by him in connection with and related to the performance of his duties and
responsibilities hereunder for the Company. All requests by the INED for payment
of reimbursement of such expenses shall be supported by appropriate invoices,
vouchers, receipts or such other supporting documentation in such form and
containing such information as the Company may from time to time require,
evidencing that the INED, in fact, incurred or paid said expenses.
6. Termination of Employment.
Either the Company, HQSM or INED may terminate the present agreement with an
advance notice of at least 60 days, given in writing to the address hereinabove
mentioned, to wit
If to the Company:
HQSM.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
With a place of business at;
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▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ (465 FISH)
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the INED:
▇▇▇▇▇▇ ▇▇▇ Ming Too
▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
7. Miscellaneous.
a. Telephones, stationery, postage, e-mail, the internet and other
resources made available to the INED by the Company, are solely for the
furtherance of the Company's business.
b. All issues and disputes concerning, relating to or arising out of
this Agreement and from the INED's employment by the Company, including, without
limitation, the construction and interpretation of this Agreement, shall be
governed by and construed in accordance with the internal laws of the State of
New York, without giving effect to that State's principles of conflicts of law.
c. The INED and the Company agree that any provision of this Agreement
deemed unenforceable or invalid may be reformed to permit enforcement of the
objectionable provision to the fullest permissible extent. Any provision of this
Agreement deemed unenforceable after modification shall be deemed stricken from
this Agreement, with the remainder of the Agreement being given its full force
and effect.
d. This instrument constitutes the entire Agreement between the parties
regarding its subject matter. When signed by all parties, this Agreement
supersedes and nullifies all prior or contemporaneous conversations,
negotiations, or agreements, oral and written, regarding the subject matter of
this Agreement. In any future construction of this Agreement, this Agreement
should be given its plain meaning. This Agreement may be amended only by a
writing signed by the Company and the INED.
e. This Agreement may be executed in counterparts, a counterpart
transmitted via facsimile, and all executed counterparts, when taken together,
shall constitute sufficient proof of the parties' entry into this Agreement. The
parties agree to execute any further or future documents which may be necessary
to allow the full performance of this Agreement. This Agreement contains
headings for ease of reference. The headings have no independent meaning.
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THE INEDPENDENT NON-EXECUTIVE DIRECTOR STATES THAT HE HAS FREELY AND VOLUNTARILY
ENTERED INTO THIS AGREEMENT AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY
PROVISION THEREOF. THIS AGREEMENT IS EFFECTIVE UPON THE EXECUTION OF THIS
AGREEMENT BY BOTH PARTIES.
UNDERSTOOD, AGREED, AND ACCEPTED:
▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇) TOO HQ SUSTAINBLE MARITIME
INDUSTRIES, INC.
/s/ ▇▇▇▇▇▇ (Pak Ming Too) By: /s/ ▇▇▇▇▇▇▇ Sporns
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Name: ▇▇▇▇▇▇▇ Sporns
Title: CEO & President
Date: September 2, 2004 Date: September 2, 2004
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