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Exhibit 10C
Consulting Agreement with Mr. Stan Esecson
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into effective as of the
14th day of April, 2000 between SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC., a
Nevada corporation (the "Company"), and MR. STAN ESECSON (the "Consultant"),
with reference to the following facts:
A. The Consultant is a knowledgeable marketing executive who possesses
creativity, business contacts and initiative, and whose efforts in marketing of
the Company's products are expected to assist in the development and growth of
the Company and its business.
B. The Company is an innovative leader in the field of water
filtration, with a strong commitment to the development and use of proprietary
water filtration technology to eliminate disease and suffering resulting from
water-borne illnesses throughout the world.
C. The Company believes that the future growth, profitability and
success of the Company's business will be advanced by the engagement of the
Consultant to assist with the marketing of the Company's products. The Company
desires, therefore, to secure for the Company and its affiliates the benefit of
the Consultant's reputation, experience and ability on the terms set forth
herein.
NOW, THEREFORE, on the basis of the foregoing facts and in
consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:
1. Consulting Engagement
The Company hereby agrees to engage the Consultant and the Consultant
hereby accepts an engagement to assist with the marketing of the Company's
products, on the terms and subject to the conditions hereinafter set forth in
this Consulting Agreement (hereinafter the "Agreement").
2. Term
(a) Subject to the provisions and conditions of this Agreement, the
term of this Agreement shall commence on the effective date of this Agreement,
and shall continue through April 13, 2001 (referred to herein as the "Initial
Term"), provided that the term of this Agreement shall be subject to
extension(s) pursuant to the provisions of this Section 2 and to earlier
termination pursuant to Section 5 herein (which defines terminating events).
(b) On or before March 31, 2001, and on each March 31 thereafter, the
Board of Directors of the Company (the "Board") shall review this Agreement and
the Consultant's performance hereunder and shall determine whether to extend the
term of this Agreement for an
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additional calendar year. For purposes of this Agreement, a reference to an
"extension date" shall pertain to any such March 31 as of which this Agreement
is extended to an additional calendar year under the provisions hereof, and a
reference to the "term" of this Agreement shall be inclusive of the Initial Term
and any extension(s) under the operation of this Section. In the event of any
extension(s) hereunder all provisions and conditions of this Agreement shall
remain in effect.
3. Duties of Consultant
(a) Subject to the provisions and conditions contained herein, the
Company hereby engages the Consultant and the Consultant hereby agrees to render
services to the Company to assist the Company with the marketing of its
products. In that capacity, the Consultant agrees to assist the Company (i) with
the design and layout of a book on water quality, and agrees to print and
deliver the first 5,000 copies of that book; (ii) with the development of a
public relations campaign utilizing articles written and distributed to major
print outlets; (iii) in promoting Mr. Carl Palmer as an expert in the field of
drinking water quality, and arranging talk show interviews for Mr. Palmer to
promote and publicize his expertise in that area; (iv) with the creation of a
one minute television advertisement for the Company's portable filtration
products; and (v) with such graphics arts assistance as the parties shall
mutually agree, which shall include, without limitation, the design work on new
bottle labels and the design work for a point of purchase display for the
Company's counter top filtration units.
(b) The Consultant agrees that during the term hereof he shall devote
such time to the business of the Company as the parties shall mutually agree.
The Consultant agrees that except as the parties may otherwise agree in writing,
during the term of this Agreement he will not, directly or indirectly, provide
services on behalf of any competitive company a material part of the business of
which involves the manufacture or distribution of water purification products,
or on behalf of any subsidiary or affiliate of any such competitive entity, as
an employee, consultant, independent contractor, agent, spokesperson, sole
proprietor, partner, joint venturer, corporate officer or director; nor shall
the Consultant acquire by reason of purchase during the term of this Agreement
the ownership of more than 1% of the outstanding equity interest in any such
competitive entity. Nothing herein is intended to restrict the right of
Consultant to invest in or perform services on behalf of any company if by doing
so Consultant can in no way be perceived as supporting or endorsing a competing
water purification product or as supporting or endorsing any company or
affiliate of a company selling or manufacturing any competing water purification
product.
(c) Consultant 's relationship to the Company shall be that of an
independent contractor to the Company and not that of an agent, employee or
other representative of the Company.
(d) During and after the term of this Agreement, the Consultant shall
not disclose to any person (other than an employee or agent of the Company or
any affiliate entitled to receive the same) any confidential information
relating to the business of the Company or any affiliate and obtained by him
while providing services to the Company, without the consent of the Board, or
until such information ceases to be confidential. The term "confidential
information" as used herein shall
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include any information provided by either party which is not contained in
marketing or publicity materials or otherwise available to the public, and which
was not previously obtained by the other party from other sources. Confidential
information shall include, but not be limited to, any information with respect
to the business of the Company, its products, services, marketing plans,
research and development. Confidential information may be physically manifested
in any form, including, but not limited to, oral and written communications,
documents, drawings, films, photographs or magnetic storage. Notwithstanding the
foregoing, the Consultant shall not be precluded from disclosures respecting the
Company where made pursuant to compulsory legal process or when otherwise
required by an appropriate government agency, or to Consultant's attorneys as a
confidential communication and to the extent necessary to protect Consultant's
interests.
4. Compensation
As compensation for the performance of Consultant's services hereunder
the Company shall issue to the Consultant a nonqualified stock option to acquire
250,000 shares of the restricted common stock of the Company, containing such
terms and conditions, including vesting restrictions, as the parties shall
mutually agree. The option shall be for a term of three years, and the exercise
price for the shares subject to the option shall equal the market price of the
Company's common stock on the date the stock option is granted. In the event the
Company prepares and files a stock registration statement under which all or
part of the stock subject to the Consultant's stock option may be registered the
Company agrees to include within that registration statement and register that
number of shares of common stock as the parties hereto shall mutually agree, up
to one-third of the shares of stock subject to the Consultant' stock option
agreement.
5. Termination
(a) Terminating Events. This Agreement may be terminated or suspended
prior to the expiration of its term in accordance with the following:
(i) Death. This Agreement shall terminate upon the Consultant's
death.
(ii) Disability. In the event that the Consultant becomes
disabled within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended, this Agreement
shall terminate on the date upon which the Consultant is
determined to be disabled unless the Consultant resumes the
performance of substantially all of his duties under this
Agreement within 180 days thereafter.
(iii) Cause. This Agreement shall be subject to termination by the
Board for cause, which for purposes of this Agreement shall
mean a termination on the grounds of the Consultant's
personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit,
intentional failure to perform the stated duties under this
Agreement or willful violation of any law, rule or
regulation (other than traffic violations or similar
offenses), or in the event of a material breach by the
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Consultant of any provision of this Agreement. For purposes
of this Agreement, the Consultant shall not be deemed to
have been terminated for cause unless and until there shall
have been delivered to the Consultant a written notice
informing the Consultant that he has been found guilty of
misconduct of the type described in this Section 5(a)(iii)
and specifying the particulars thereof in detail, and, in
the case of misconduct that can be cured, the Consultant
shall have failed to cure the same within a reasonable
period of time thereafter.
6. Definition of "Affiliate"
The term "affiliate", as used in this Agreement, shall mean any person,
firm, corporation, association, organization, or unincorporated trade or
business that, now or hereinafter, directly or indirectly, controls, is
controlled by, or is under common control with the Company, including without
limitation, any subsidiary of the Company.
7. Nonassignment
(a) The obligations and duties of the Consultant under this Agreement
are personal and not assignable. This Agreement shall inure to the benefit of
and shall be binding upon the Company, its successors and its assigns. As used
in this Agreement, the term "successor" shall include any firm, corporation or
other business entity which at any time, whether by merger, consolidation,
conversion or other corporate reorganization involving the Company, acquires all
or substantially all of the assets or business of the Company. This Agreement
may not be assigned by the Company without the prior written consent of the
Consultant.
(b) Neither the Consultant nor his wife or his estate shall have any
right to alienate, pledge, hypothecate, encumber or dispose of the right to
receive payments under this Agreement, nor shall such payments be subject to
pledge, attachment or claims of creditors. Such payments and the rights thereto
are expressly declared to be nonassignable and nontransferable. In the event of
any attempted assignment or transfer, the Company shall not be bound thereby and
shall be relieved of its liability under this Agreement by making payments in
accordance with this Agreement to the parties designated to receive payments
under this Agreement.
8. Successors
This Agreement and all rights of the Consultant hereunder shall inure
to the benefit of and be enforceable by the Consultant's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devises and legatees. If the Consultant should die while any amounts are payable
to him hereunder, all amounts payable hereunder shall be paid in accordance with
the terms of this Agreement to the Consultant's estate, unless the Consultant
has provided written notice to the Company specifying a different beneficiary or
beneficiaries (which notices may be changed from time to time at the option of
the Consultant, subject to the consent of the Consultant's spouse if his spouse
then has an enforceable interest in such benefits).
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9. Waiver And Modification
Any waiver, alteration or modification of any of the terms of this
Agreement shall be valid only if made in writing and signed by the parties
hereto. No waiver by either of the parties hereto of their rights hereunder
shall be deemed to constitute a waiver with respect to any subsequent
occurrences or transaction hereunder unless such waiver specifically states that
it is to be construed as a continuing waiver.
10. Governing Law; Severability
This Agreement shall be governed by and construed in accordance with
the laws of California. Any provision of this Agreement which is prohibited or
unenforceable shall be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof.
11. Arbitration
Any action to enforce or interpret this Agreement, or to resolve
disputes with respect to this Agreement shall be submitted for arbitration in
accordance with Commercial Arbitration Rules of the American Arbitration
Association and shall be heard by the American Arbitration Association in Los
Angeles, California. Arbitration shall be the exclusive dispute resolution
process used by the parties hereto. Any party may commence arbitration by
sending a written demand for arbitration to the other parties. Such demand shall
set forth the nature of the matter to be resolved by arbitration. The
substantive law of the State of California shall be applied by the arbitrator to
the resolution of the dispute. The parties shall share equally all initial costs
of arbitration. The prevailing party shall be entitled to reimbursement of
attorney fees, costs, and expenses incurred in connection with the arbitration
and any judicial determinations relating thereto, including but not limited to
motions to confirm and appeals with respect to such judicial determinations. All
decisions of the arbitrator shall be final, binding, and conclusive on all
parties. Judgment may be entered on any such decision in accordance with
applicable law in any court having jurisdiction thereof. The arbitrator (if
permitted under applicable law) or such court may issue a writ of execution to
enforce the arbitrator's decision
12. Notices
All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered, or if mailed by United States certified or registered mail, prepaid,
to the parties or their permitted assignees at the following addresses (or at
such other address as shall be given in writing by either party to the other):
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TO THE COMPANY:
Seychelle Environmental Technologies, Inc.
32921 Calle Perfecto
San Juan Capistrano, California 92675
Attention: Mr. Carl Palmer
TO CONSULTANT:
Mr. Stan Esecson
P.O. Box 7735
Laguna Niguel, CA 92607
The date of personal delivery or the date three days after mailing
shall be deemed to be the effective date of such notice, demand or
communication.
13. Headings
Headings herein are for convenience only, are not a part hereof and
shall not be used in construing this Agreement.
14. Entire Agreement
This Agreement constitutes and embodies the entire understanding and
agreement of the parties hereto relating to the matters addressed herein. Except
as otherwise provided herein, there are no other agreements or understandings,
written or oral, in effect between the parties relating to the matters addressed
herein.
15. Counterparts
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one instrument.
16. Further Acts
The parties hereto agree to execute and deliver such papers, documents
and instruments and to perform such acts as are necessary or appropriate to
implement the terms of the Agreement and the intent of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
effective as of the day and year first above written.
Mr. Stan Esecson (the "Consultant")
/s/ Stan Esecson
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Stan Esecson
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC. (the "Company")
By: /s/ Carl W. Palmer
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Carl W. Palmer,
President and Chief Executive Officer
By: /s/ Paul H. Lusby
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Paul H. Lusby,
Secretary
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