Exhibit 10.1
CONSULTING AGREEMENT
AGREEMENT, dated as of July 1, 1997, by and between IKON
VENTURES, INC., a Nevada corporation (the "Corporation) and SIGMA LIMITED, S.A.,
a company organized under the laws of Switzerland ("Consultant").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in the Zeolite
manufacturing business (the "Business"); and
WHEREAS, the Corporation desires to use and the Consultant
wishes to supply consultancy services to the Corporation upon the terms and
conditions set forth herein,
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties.
(a) The Corporation hereby engages Consultant and
Consultant hereby agrees to render services as a consultant to the Corporation
for the term specified in Section 2 hereof and specifically procure Xxx Xxxx as
an employee of the Consultant to perform the Consultant's duties hereunder.
(b) Consultant shall at all reasonable times and as
reasonably required consult with and give advice to the directors, officers,
employees and representatives of the Corporation, its subsidiaries and
affiliates, concerning the Business and affairs of the Corporation. Consultant
shall provide such services to and shall devote such time and attention as in
the Corporation's reasonable discretion may be necessary or desirable for the
performance of its duties as a consultant when called upon to do so by the
Corporation, provided that (i) the Corporation shall not require that
Consultant's services be performed at any particular place or at any particular
time and (ii) it is expressly understood and agreed that Consultant's services
are of great value to the Corporation by reason of Consultant's prior experience
and knowledge and that telephonic advice and judgments of Consultant are as
valuable to the Corporation as written reports or physical attendance at any
particular place or at any particular time.
2. Term. The term of this Agreement shall commence on the
date hereof and shall continue for a period of three (3) years thereafter (the
"Term") unless sooner terminated pursuant to Section 6 of this Agreement.
3. Compensation. For all services to be rendered hereunder by
Consultant, the Corporation agrees to pay to Consultant an annual fee (the "Base
Fee") equal to Sixty Thousand Dollars ($60,000) payable in substantially equal
monthly installments.
4. Expenses. The Corporation shall pay or reimburse
Consultant for all reasonable and necessary expenses of Consultant for
entertainment, travel and similar items incurred in connection with the
performance of services rendered by Consultant to the Corporation hereunder. All
payments for reimbursement of such expenses shall be made to Consultant in
advance upon presentation to the Corporation of appropriate vouchers and bills.
5. Other Benefits. The employees of Consultant who provide
consulting services to the Corporation (the "Employees") shall be entitled to
receive such so-called "fringe benefits" as shall be provided by the Corporation
to its executive employees subject to the eligibility provisions or requirements
of any applicable plan pursuant to which such fringe benefits are provided.
6. Termination. Notwithstanding any provision of this
Agreement to the contrary, this Agreement may be terminated under any of the
following circumstances:
(a) The Corporation may terminate this Agreement at any
time for good and just cause by giving written notice thereof to the Consultant.
For purposes of this Agreement, the term "good and just cause" shall mean (a)
the inability of Consultant to provide consulting services to the Corporation,
(b) the death or permanent incapacity of Xxx Xxxx or (c) a determination by the
full board of directors of the Corporation at a meeting at which Consultant and
its attorney(s) are present throughout, that Consultant has been demonstrably
guilty of engaging in conduct justifying immediate dismissal as a result of acts
clearly against the best interests of the Corporation.
(b) Consultant may terminate this Agreement at any time
for good reason by giving at least one (1) month written notice thereof to the
Corporation. For purposes of this Agreement, Consultant shall have "good reason"
to terminate this Agreement if (i) the Corporation attempts to impose any change
of responsibility, assignment of duties or authority of Consultant without its
consent or (ii) the Corporation shall breach any of the material terms or
conditions of this Agreement.
(c) The Corporation or Consultant may terminate this
Agreement at any time by giving to the other no less than one (1) month prior
written notice.
(d) Upon termination of Consultant pursuant to this
Section 6, the Consultant shall be entitled to all amounts or benefits to be
paid or provided by the Corporation under this Agreement up to the date of
termination. In addition, and in lieu of any and all other rights or remedies
which Consultant would or might have, if this Agreement is terminated prior to
the end of the Term, either by the Corporation for any reason other than good
and just cause (as defined herein) or by Consultant for good reason (as defined
herein), Consultant shall also be entitled to receive, as its sole and exclusive
remedy, in a single lump sum, an amount equal to the total additional
compensation Consultant would have been entitled to receive had there been no
termination of its employment and in addition thereto, the Corporation shall
continue to provide the Employees with all fringe benefits then being enjoyed,
or the value thereof for the remainder of the Term.
7. No Set Offs, Etc. Except as expressly set forth in this
Agreement, no amounts agreed to be paid or benefits agreed to be furnished by
the Corporation under this Agreement shall be subject to any deduction,
diminution or set off of any kind whatsoever.
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8. Binding Effect and Assignment. This Agreement shall be
binding upon and insure to the benefit of the Corporation, its successors and
permitted assigns and the Consultant, its successors and assigns. No assignment
of this Agreement shall be valid unless consented to in writing by the
non-assigning party or parties.
9. Waivers. The failure of any party to this Agreement to
enforce its terms and provisions or covenants shall not be construed as a waiver
of the same or of the right of such party to enforce the same.
10. Entire Agreement. This Agreement sets forth the entire
Agreement among the parties with respect to its subject matter and merges and
supersedes all prior discussions, agreements and understandings of every kind
and nature among them, including, without limitation, any other agreement with
any third party for the supply of the Consultant's service to the Corporation.
No party hereto shall be bound by any term or condition other than as expressly
set forth or provided for in this Agreement. This Agreement may not be changed
or modified except by agreement in writing, signed by the party or parties to be
bound thereby.
11. Notices. All notices, requests, demands and other
communications provided for, under, or made in connection with this Agreement,
shall be in writing and shall be deemed to have been given by any party hereto
at the time when delivered by hand against the appropriate receipt, or sent by
facsimile transmission or mailed by registered or certified mail or the
equivalent thereof, addressed to the addresses of the respective parties stated
below, or as changed or added as any party may fix in accordance with this
Section 11.
If to the Corporation:
Ikon Ventures, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
with a copy to:
Xxxxx Xxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
If to the Consultant:
Sigma Limited, X.X.
Xxx-Xxxxx- Courvoisier 40
2300 La Chaux-de-Fonds
Switzerland
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12. Governing Law. This Agreement shall be governed by and
construed in all respects in accordance with the laws of the State of New York
without regard to its conflict of law principles.
IN WITNESS WHEREOF this Agreement has been entered into the
day and year first above written.
IKON VENTURES, INC.
By: /s/ Xxxxx Xxxxxx
________________________________
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
SIGMA LIMITED, S.A.
By: /s/ Xxx Xxxx
________________________________
Name: Xxx Xxxx
Title:
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