NOVASTAR
RESOURCES LTD.
TECHNICAL
ADVISORY BOARD MEMBER AGREEMENT
TECHNICAL
ADVISORY BOARD MEMBER AGREEMENT, dated as of June 20, 2006 (the “Agreement”), by
and between NOVASTAR RESOURCES LTD., a Nevada corporation, having its principal
place of business at 8300 Greensboro Drive, Suite 800, McLean, VA 22102 (“the
Company”) and Dr. Joseph Sam Armijo, an individual residing at 6625 Aston
Circle, Spanish Springs, Nevada, 89436 (“the Advisor”).
BACKGROUND
The
Company desires to appoint Advisor as the Chair of the Company’s Technical
Advisory Board to perform the Services (as defined below) and the Advisor
desires to perform the Services for the Company subject to the terms and
conditions set forth below.
NOW,
THEREFORE, in consideration of the premises and mutual covenants hereinafter
contained, the parties hereto intending to be legally bound hereby agree as
follows:
1. THE
SERVICES.
Subject
to the terms of this Agreement, the Advisor agrees to become the Chair of the
Company’s Technical Advisory Board and to perform the following services ( the
“Services”):
Advisor
will chair the Company’s Technical Advisory Board. The Advisor will lead a
technical team to evaluate the work done by Kurchatov Institute in Moscow,
and
plan for future research & development efforts. Advisor will consult with
the Company on the development of an Intellectual Property (IP) portfolio
strategy. Advisor will assist the Company in the identification and recruitment
of technical employees. Advisor will assist the Company in the identification
and evaluation of new and emerging business opportunities. The Advisor will
make
himself available to discuss and review with management and the Company’s board
of directors technical matters relating to the Company’s business. In addition,
the Advisor will make himself available to attend meetings of the Technical
Advisory Board. The Advisor shall perform such other similar tasks as the
Company may request. The Services will be performed by the Advisor mostly from
the State of Nevada.
2. TERM.
The
initial term of this Agreement shall be for a period of three (3) years;
provided, however, that this Agreement shall automatically be extended for
additional periods of one (1) year by mutual agreement of the parties. The
Agreement may be terminated by either party by giving sixty (60) days written
notice prior to the end of the initial term or any extended term or otherwise
terminated in accordance with Section 5. In the event of the termination of
this
Agreement, the Advisor shall promptly return to the Company any and all
equipment, documents, or materials in his possession in whatever form or medium,
and all copies made thereof, which the Advisor received from the Company for
purposes of this Agreement, as well as all Work Product as defined and described
in Section 6 of this Agreement.
3. FEES
AND REIMBURSEMENT OF CERTAIN EXPENSES.
A. The
Company shall pay the Advisor a consulting fee (the “Fee”) equal to
Two-hundred-fifty dollars ($250.00) per hour for Services performed. The maximum
billing is expressly limited to no more than eight (8) hours in any calendar
day
unless the advisor is traveling at the request of the Company. The Advisor
is
entitled to bill the Company for a minimum of twenty (20) hours in any calendar
month whether or not the Company has actually requested the Advisor to provide
twenty (20) hours of Service in any such month. If the Advisor provides the
Company with more than twenty (20) hours of Service in any calendar month,
the
Fee shall be reduced by twenty percent (20%) to two-hundred dollars ($200.00)
for each hour of service performed by the Advisor in excess of twenty (20)
hours. Upon selection by the Advisor, the Company will pay all or a portion
of
the Fee in cash, stock, options or other securities of the Company. In addition,
the Company may from time to time request the Advisor to work on special
projects that require extensive time or travel arrangements. In such instances,
the Company and the Advisor shall mutually agree upon the compensation to be
paid to the Advisor in lieu of the Fee for services in connection with such
projects. The Fee shall be payable monthly, no later than the 10th business
day,
following the receipt by the Company from the Advisor of an invoice that sets
forth in reasonable detail the number of hours the Advisor worked and a
description of the work the Advisor performed.
B. Stock
Options. The Company agrees to grant the Advisor a nonqualified stock option
for
the purchase of one-hundred-fifty thousand (150,000) shares of the Company’s
common stock. The option’s exercise price will be equal to the fair market value
of the Company’s common stock on the date of grant. The grant date shall be the
same as the date that this agreement is signed by the Company. The options
shall
vest in equal monthly installments over a three (3) year period. If the Advisor
is terminated by the Company then all remaining unvested options shall vest
immediately. The Options will have a term of ten (10) years from the date of
grant. If the Company retains another advisor to serve on the Technical Advisory
Board and awards the new advisor a greater number of options as a retainer
(i.e., not as compensation for hours of service), the Advisor’s option grant
will be increased to match those offered the new advisor.
C. Upon
termination of this Agreement for any reason, the Advisor expressly understands
and agrees, notwithstanding paragraphs 3(B) of this Agreement, that the
Company’s sole obligation shall be to pay the Advisor the Fee for Services
rendered through the effective date of termination or expiration and any amounts
payable to the Advisor pursuant to paragraph 6(C) in connection with respect
to
Services performed through the date of termination.
D. Reimbursement
of any reasonable travel expenses, if any, shall be made according to the
Company’ corporate policy. The Advisor shall be reimbursed for travel time (less
overnight sleep time) at rates specified in paragraphs 3A and for other
reasonable and necessary expenses actually incurred or paid by the Advisor
during the term or any travel in the performance of the Services within twenty
(20) business days of the submission and approval by the Company of expense
statements, vouchers, or other supporting information reasonably acceptable
to
the Company.
E. The
Advisor shall not be entitled to participate in any fringe benefits or
privileges given or extended by the Company to its officers and employees,
including without limitation, medical benefits, retirement plans or stock
options, except as otherwise contained in paragraph 3(B) of this Agreement.
The
Advisor shall be responsible for the payment of all federal, state and local
taxes. The Advisor warrants and represents that during the term of this
Agreement or any extension thereof, the Advisor shall comply with all laws,
rules and regulations required by appropriate government authorities for
independent contractors, including the appropriate withholding, reporting and
payment of all required taxes
4. DUTIES
AND EXTENT OF SERVICES
The
Company recognizes that the Advisor will continue to serve on governmental
advisory committees, will continue to consult with utilities operating nuclear
power plants and will continue to serve as an adjunct professor at the
University of Nevada, Reno. Upon the execution of this Agreement and throughout
its term or any extension thereof, the Advisor shall assume the position of
the
Advisor to the Company and the Advisor shall be available as necessary or
appropriate in order for Advisor to effectively perform the Services. The
Advisor shall exert the Advisor’s best efforts and attention to the affairs of
the Company. The Advisor shall notify the Company promptly of any new engagement
or commitment which could reasonably be expected to interfere or conflict with
the performance of Services hereunder.
5. TERMINATION
The
Advisor’s engagement hereunder shall terminate at the end of the term or any
extension thereof as set forth in Section 2 hereof or sooner upon the occurrence
of any of the following events:
A. The
termination of the Advisor hereunder by the Company at its option, for any
reason or no reason, to be exercised by sixty (60) days written notice from
the
Company to the Advisor.
B. The
termination by the Advisor at his option, for any reason or no reason, to be
exercised by sixty (60) days written notice from the Advisor to the
Company.
C. The
Advisor’s death. In this event all moneys owed to the Advisor, as well as stock,
options and patent royalty rights will become the property of the Advisor’s
estate.
6. WORK
FOR HIRE
A. The
parties acknowledge and agree that with the exception of paragraphs 6C of this
agreement, all rights, including without limitation ownership, patent and
copyright, in any software, materials, reports (including, without limitation,
report books, reference materials and other literature relating to the Company’
products or services or otherwise related to the Services), memoranda, graphics,
logos or other work product prepared by the Advisor pursuant to the terms of
this Agreement, or otherwise for the Company (hereinafter the “Work Product”)
vest in the Company. The parties expressly acknowledge that the Work Product
was
specially ordered or commissioned by the Company and further agree that it
shall
be considered a “Work Made for Hire” within the meaning of the copyright laws of
the United States and that the Company is entitled, as sole author, to the
copyright and all other rights therein, throughout the world, including but
not
limited to, the right to make such changes therein and such uses thereof, as
it
may determine in its sole and absolute discretion. The Advisor also agrees
to
keep necessary records, made alone or with others during the course of
performing Services pursuant to this Agreement, and agrees to furnish the
Company, upon request, with all such records.
C. The
Company
will pay the Advisor: (1) Five-hundred dollars ($500) in cash compensation
for
any patentable disclosure made by the Advisor to the Company; (2) Five-thousand
dollars ($5,000) in cash or equity, at the Advisor’s option, for each patentable
disclosure made by the Advisor to the Company for which the Company files a
patent application; and (3) a five percent (5%) royalty payment on any gross
proceeds received by the Company from the sale of any products or licenses
covered by the patented rights associated with any patent derived from Services
performed hereunder. Where the disclosures of patentable inventions are made
jointly, the Company will pay the Advisor and each other inventor, who is also
a
consultant to the Company, five-hundred dollars ($500) for disclosure. The
lead
inventor, as determined by the Technical Advisory Board, will be awarded
two-thousand-five-hundred dollars ($2,500) of the five-thousand dollars ($5,000)
in cash or equity of the patent filing bonus with the remainder being divided
pro rata among the other inventors. Any royalties will be allocated by assigning
two-and-one-half percent (2.5%) to the lead inventor and the remaining
two-and-one-half percent (2.5%) to be divided equally among any other inventors.
Notwithstanding the foregoing, the Company shall determine, in its sole and
absolute discretion, what constitutes a “patentable disclosure” and whether or
not to file any patent application. Nothing contained in this Agreement shall
be
construed to obligate the Company to file or prosecute any patent application,
maintain any patent, grant any license or make, use, or sell any product or
service under any patent or other intellectual property right. Any
patent applications or proposed patent applications, shall belong to the Company
and shall be treated as the Company's proprietary information under Section
7provided the Company files a patent application within two (2) years of the
date of disclosure. If
the
Company does not file a patent application within two (2) years of the patent
disclosure, the invention or inventions described in the disclosure will become
the property of the inventor or inventors.
Advisor
will execute any assignment or other documentation requested by the
Company, at the Company's expense, to effect the intent of this
Section.
7. PROPRIETARY
INFORMATION
A. For
purposes of this Agreement, “proprietary information” means information relating
to the business of the Company or any affiliated or subsidiary entity and shall
include (but shall not be limited to) information encompassed in all Work
Product, specifications, drawings, graphics, logos, designs, computer programs,
source code, object code, models, methodologies, algorithms, user documentation,
plans, formulas, proposals, marketing and sale plans, financial information,
costs, pricing information, customer information, and all methods, concepts
or
ideas in or reasonably related to the business of the Company or information
of
customers or clients of the Company which the Company is required to maintain
as
confidential.
B. The
Advisor agrees to regard and preserve as confidential, all proprietary
information, whether or not it has such information in writing, other physical
or magnetic form or such information is contained in the Advisor’s memory or the
memory of any of the Advisor’s agents or employees. The Advisor shall not,
without written authority from the Company to do so, directly or indirectly,
use
for the benefit or purpose, nor disclose to any other person or entity, either
during the term of the Advisor’s engagement hereunder or thereafter, except as
required by the conditions of the Advisor’s engagement hereunder, any
proprietary information.
C. The
Advisor shall not disclose any reports, recommendations, conclusions or other
results of the Services or the existence or the subject matter of this contract
without the prior written consent of the Company. In the Advisor’s performance
hereunder, the Advisor shall comply with all legal obligations the Advisor
may
now or hereafter have regarding the information or other property of any other
person, firm or corporation.
D. The
foregoing obligations of this Paragraph shall not apply to any part of the
information that (i) has been disclosed in publicly available sources of
information, (ii) is, through no fault of the Advisor, hereafter disclosed
in
publicly available sources of information, (iii) can be demonstrated to the
Company’ satisfaction that it is now in the possession of the Advisor without
any obligation of confidentiality, or (iv) has been or is hereafter lawfully
disclosed to the Advisor by a third party, but only to the extent that the
use
or disclosure thereof has been or is rightfully authorized by that third
party.
8. NO
SOLICITATION AND COVENANT NOT TO COMPETE
A. During
the period commencing on the date hereof and ending two (2) years after the
termination of the Advisor’s engagement for any reason (the “Restricted
Period”), the Advisor shall not directly or indirectly induce, solicit, persuade
or entice or attempt to induce, solicit, persuade or entice any of the
employees, the Advisors or agents of the Company to leave the employment of
the
Company to includes any subsidiaries or to terminate the consultancy or agency
relationship with the Company, as the case may be.
B. During
the Restricted Period, the Advisor shall not, without the written consent of
a
duly authorized officer of the Company: (i) directly or indirectly, whether
as
principal, agent, stockholder, or in any other capacity, have a financial
interest in any company or enterprise which is in competition with any business
actively conducted by the Company or any of its subsidiaries or affiliates;
provided, however, that this shall not be deemed to preclude the Advisor from
owning not more than 1% of the stock or securities of any corporation, the
shares of which are registered under Section 12 of the Securities Exchange
Act
of 1934, as amended or (ii) directly or indirectly, whether as principal, agent,
stockholder, employee, the Advisor or in any other capacity, provide any
services to any company or enterprise which would result in competition with
the
services, products and technologies sold, licensed or being developed or planned
or otherwise contemplated by the Company or any of its subsidiaries or
affiliates at the time of the termination of this Agreement.
C. During
the Restricted Period, the Advisor shall not, directly or indirectly, induce,
solicit, persuade or entice or attempt to induce, solicit persuade or entice
any
person who is then or has been within the preceding 12-month period a customer
or account of the Company or any of its affiliates, or any actual customer
leads
whose identity the Advisor learned of during the term of this Agreement or
any
extension thereof, to terminate or to adversely alter its contractual or other
relationship with the Company or any of its affiliates.
E. The
Advisor hereby agrees that each provision herein shall be treated as a separate
and independent clause, and the unenforceability of any one clause shall in
no
way impair the enforceability of any of the other clauses of the Agreement.
The
Advisor hereby further agrees that the language of all parts of this Agreement
shall in all cases be construed as a whole according to its fair meaning and
not
strictly for or against either of the parties.
10. NOTICES
Any
notice of other communication required or which may be given hereunder shall
be
in writing and shall be delivered personally, telecopied, telegraphed or
telexed, or sent by certified, registered or express mail, postage prepaid,
to
the parties at the addresses set forth in the preamble of this Agreement, or
at
such other addresses as shall be specified by the parties by like notice, and
shall be deemed given when so delivered personally, telecopied, telegraphed
or
telexed, or if mailed, two days after the date of mailing.
11. NO
RESTRICTIONS
The
Advisor represents to the Company, which relies on such representation, that
the
Advisor is free to enter into this Agreement in that the Advisor is not under
any restrictions from a former employer or business that would preclude the
Advisor’s from making these agreements. The Advisor understands that the Company
does not want the Advisor to disclose to it any confidential information that
the Advisor may have obtained from a former employer, although the Advisor
is
free to use the Advisor’s general knowledge and past experience in the
performance of the Services.
12. GENERAL
CONDITIONS
A. The
terms
and conditions of Paragraphs 3E, 6, 7, 8, 9, 10, 11, and 12A hereof shall
survive the termination of this Agreement or completion of the Services as
the
case may be.
B. The
Advisor shall not assign this Agreement or delegate the Advisor’s duties
hereunder and shall not subcontract any of the Services to be performed
hereunder without the prior written consent of the Company.
C. The
Advisor shall perform the Services as an independent contractor and shall not
be
considered an employee of the Company or partner, joint venturer or otherwise
related to the Company for any purpose. Accordingly, the Advisor may not bind
the Company to any contract, agreement or arrangement.
D. This
Agreement shall be governed by the laws of the Commonwealth of Virginia, without
regard to its conflicts of laws.
E. This
Agreement constitutes the entire understanding between the Advisor and the
Company respecting the Services described herein.
F. This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
G. Facsimile
execution and delivery of this Agreement is legal, valid and binding execution
and delivery for all purposes.
[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have duly executed this Consulting Agreement
as of the date first above written.
NOVASTAR RESOURCES LTD. |
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THE ADVISOR: |
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By: /s/ Seth
Grae
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/s/
J. S.
Armijo
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Name: J. S. Armijo |
Name: Seth
Grae
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Title: CEO and President |
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