UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 5, 2014
______________
PROPELL TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified in
its charter)
______________
| |
|
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| Delaware |
000-53488 |
26-1856569 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
1701 Commerce Street, 2nd Floor, Houston,
Texas 77002
(Address of Principal Executive Office) (Zip Code)
(713) 227-0480
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On December 5, 2014, Propell Technologies
Group, Inc. (the “Company”) entered into a new Employment Agreement (the “Employment Agreement”) with John
Huemoeller II, that superseded the Company’s existing Employment Agreement with Mr. Huemoeller that was previously entered
into on March 6, 2013 (the “Prior Agreement”).
Under the new Employment Agreement, which
has a stated term of three (3) years, for his continued service as the Chief Executive Officer and President of the Company, Mr.
Huemoeller will continue to receive the same annual base salary of $180,000 provided for under the Prior Agreement and will be
entitled to bonuses at the discretion of the Company based on performance. In connection with the entry into the new Employment
Agreement, Mr. Huemoeller received a restricted stock grant of 10,000,000 shares of the Company’s common stock, which will
vest as to 1,250,000 shares on January 1, 2015 and thereafter 1,250,000 shares will vest on each quarter anniversary, commencing
April 1, 2015 for seven (7) quarters. The Employment Agreement also provides that Mr. Huemeoller will receive a restricted stock
grant of 750,000 shares of stock on an annual basis commencing January 1, 2016, which will vest upon issuance. In the event of
a Change of Control (as defined in the Employment Agreement), termination without Cause (as defined in the Employment Agreement),
termination due to disability (as defined in the Employment Agreement), death or termination by Mr. Huemeoller for Good Reason
(as defined in the Employment Agreement”), Mr. Huemoeller will receive: (i) a severance payment equal to six (6) months
base salary together with payment of medical insurance or COBRA payments for six month after termination; and (ii) all restricted
stock grants that have been issued to Mr. Huemoeller will immediately vest. If Mr. Huemoeller terminates his employment at any
time prior to January 1, 2016 Without Good Reason (as defined in the Employment Agreement) or is terminated for Cause (as defined
in the Employment Agreement) then 5,000,000 of any restricted stock grants will immediately vest. The Agreement also includes customary
confidentiality obligations and inventions assignments by Mr. Huemoeller.
On December 5, 2014, the Company entered
into a two (2) year consulting agreement with John Zotos (the “Consulting Agreement”) which provides for a $5,000 per
month fee and the issuance to Mr. Zotos of a restricted stock grant of 3,000,000 shares of the Company’ common, which will
vest one-third (1/3) on each of March 15, 2015, September 15, 2015 and March 15, 2016. Upon termination of the agreement all unvested
shares become vested.
The information contained in this Item
1.01 regarding the Employment Agreement and Consulting Agreement is qualified in its entirety by the copy of the Employment Agreement
and Consulting Agreement attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The disclosure in Item 1.01 is incorporated
herein by reference thereto. In addition, on December 5, 2014, the Company approved the issuance of 50,000 shares of restricted
stock to each of its three independent directors and an aggregate 2,200,000 shares of stock to two consultants. The offer and issuance
of the shares of restricted stock issued to Mr. Huemoeller and Mr. Zotos were not registered under the Securities Act of 1933,
as amended, at the time of issuance, and therefore may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. For these issuances, the Company is relied on the exemption from federal registration
under Section 4(a)(2) of the Securities Act, based on the Company’s belief that the offer and sale of the shares has not
and will not involve a public offering as the recipients of the shares are “accredited investors” as defined under
Section 501 promulgated under the Securities Act or 1933.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 5, 2014 the “Company
entered into a new three year Employment Agreement with John Huemoeller II that superseded the previous employment agreement that
was entered into between the Company and Mr. Huemoeller on March 6, 2013. The Company also entered into a Consulting Agreement
with Mr. John Zotos. See Item 1.01 for a description of the terms of the new Employment Agreement with John Huemoeller and the
Consulting Agreement with John Zotos.
Item
9.01 Financial Statements and Exhibits.
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment to Employment Agreement, dated December 5, 2014 by and between John Huemoeller and the Company. |
|
10.2 |
|
Consulting Agreement, dated December 5, 2014 by and
between John Zotos and the Company. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
| |
PROPELL TECHNOLOGIES GROUP, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ John W. Huemoeller |
| |
Name: |
John W. Huemoeller |
| |
Title: |
Chief Executive Officer |
Date: December 9, 2014
Exhibit 10.1
PROPELL TECHNOLOGIES GROUP INC.
EMPLOYMENT AGREEMENT
This Employment Agreement
(this “Agreement”), made effective as of December 5, 2014 (the “Effective Date”), by and
between PROPELL TECHNOLOGIES GROUP, INC., a corporation organized under the laws of the State of Delaware with offices located
at 1701 Commerce Street, 2nd Floor, Houston, Texas 77002 (the “Company”), its subsidiaries, affiliates, successors
and assigns (collectively, “Affiliates”) and JOHN WALTER HUEMOELLER II, an individual residing at ______________ (the “Executive”).
RECITALS
A. The Agreement supersedes
the previous employment agreement between Propell Technologies Group, Inc and John Walter Huemoeller II signed March 6, 2013.
B. The Company desires
to continue to employ Executive as its President and Chief Executive Officer and to have Executive continue to serve on the Board
of Directors of the Company (the "Board") on the terms and conditions hereinafter set forth; and
C. Executive desires
to be employed by the Company as its President and Chief Executive Officer and to serve on the Board and to perform and to serve
the Company on the terms and conditions hereinafter set forth.
AGREEMENTS
NOW,
THEREFORE, in consideration of the premises and of the mutual promises, agreements and covenants set forth herein, the parties
hereto agree as follows:
1. Employment.
(a) Duties.
The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, as the Chief Executive Officer and
President of the Company. In his role as Chief Executive Officer and President of the Company, Executive shall be responsible for
such duties and functions of a supervisory or managerial nature as may be directed from time to time by the Board provided that
such duties are reasonable and customary for a Chief Executive Officer. Executive agrees that he shall, during the term of this
Agreement, except during reasonable vacation periods, periods of illness and the like, devote such commercially necessary portion
of his business time, attention and ability to his duties and responsibilities hereunder; provided, however, that
nothing contained herein shall be construed to prohibit or restrict Executive from (i) serving in other various business capacities
or serving as a director, officer or consultant of any corporation, except any business or corporation that is a “Competitor”
as defined in Section 7(a) below, with or without compensation therefor; (ii) serving in various capacities in community, civic,
religious or charitable organizations or trade associations or leagues; or (iii) attending to personal business; provided,
however, that no such service or activity permitted in this Section 1(a) shall materially interfere with the performance
by Executive of his duties hereunder.
(b) Term.
(i)
The term of this Agreement and Executive’s employment period shall be for a term commencing on the date of this Agreement
and ending on the third (3rd) anniversary of the Effective Date (the "Employment Period"); provided, however,
that commencing on the first day after the date of the Effective Date and on each day thereafter, the Employment Period shall be
extended for one (1) additional day so that a constant three (3) year Employment Period shall be in effect, unless (A) the Company
or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Sections
3(b) and 13 hereof, in which case, the term of this Agreement shall become fixed and shall end on the first (1st) anniversary of
the date of such written notice ("Notice of Non-Renewal"), or (B) Executive's employment terminates hereunder.
(ii) Notwithstanding
anything contained herein to the contrary, (A) Executive's employment with the Company may be terminated by the Company or Executive
during the Employment Period, subject to the terms and conditions of this Agreement; and (B) nothing in this Agreement shall mandate
or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions
as the Board and Executive may mutually agree.
(iii) If
Executive's employment with the Company is terminated, for purposes of this Agreement, the term "Unexpired Employment Period"
shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
2. Compensation.
Subject to the provisions of Section 8 hereof, the Company and its Affiliates shall each be responsible and have joint and several
liability for all compensation and benefits owed to Executive under this Agreement. A reference to a Company plan, program, obligation
or commitment shall also be considered an obligation or commitment of each of the Company and its Affiliates but shall not result
in duplicate benefits being paid or provided to Executive.
(a) Salary.
Executive shall receive an annual base salary of One Hundred Eighty Thousand Dollars ($180,000) which shall be payable on a bi-weekly
basis. The annual base salary payable to Executive pursuant to this Section 2(a), which may be increased but not decreased by the
Board or the Compensation Committee of the Board, as the case may be, shall be hereinafter referred to as the "Annual Base
Salary."
(b) Annual
Bonus.
(i) The
Executive shall be eligible for an annual bonus of a percentage of his base salary payable in cash or equity. Any bonus that may
be awarded, if any, will be in the sole and absolute discretion of both the Compensation Committee, if any, and the Board of Directors
of the Company, the “Discretionary Annual Bonus”. The amount of such bonus shall depend on the achievement by
the Executive and/or the Company of certain objectives to be established by the Board or the Compensation Committee in consultation
with the Executive, along with such other factors the Board and Compensation Committee deems relevant. Any bonus for a given fiscal
year shall be payable in one lump sum upon approval by the Board of Directors of the Company or the Compensation Committee, which
shall be obtained by the Company on or about December 31 of such year.
(c) Stock
Grant. The Executive shall receive 10,000,000 restricted shares of the Company’s common stock. The share grant will vest
as follows: 1,250,000 shall vest on January 1, 2015 and 1,250,000 shares shall vest on each quarter anniversary thereafter for
seven (7) successive quarters while Executive is employed by the Company. In addition, the Executive shall receive an additional
750,000 shares of the Company’s common stock on an annual basis commencing on January 1, 2016 and each one year anniversary
thereof, such shares shall vest immediately upon issuance. Notwithstanding the foregoing vesting schedule, in the event of either
a change of control (as defined in the next sentence), termination of Executive by the Company without “Cause” as defined
in Section 3(a)(v), termination of Executive due to disability as set defined in Section 3(a)(iii) or death or termination by Executive
for Good Reason, all shares that have been issued subject to this Agreement shall immediately vest . In the event Executive terminates
this agreement Without Good Reason or is terminated for ‘Cause” as defined in Section 3(a)(i) anytime prior to January
1, 2016 5,000,000 of the restricted shares that have been issued subject to this Agreement shall immediately vest. Change of Control
shall be defined as a sale of all or substantially all of the Company’s assets, or any merger or consolidation of the Company
with or into another corporation other than a merger or consolidation in which the holders of more than 50% of the shares of capital
stock of the Company outstanding immediately prior to such transaction continue to hold (either by the voting securities remaining
outstanding or by their being converted into voting securities of the surviving entity) more than 50% of the total voting power
represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction.
(d) Reimbursement
of Business Expenses. The Company shall promptly reimburse Executive for all reasonable out-of-pocket expenses incurred by
him pursuant to his employment hereunder during the Employment Period, including, but not limited to, all reasonable travel and
entertainment expenses. Executive may only obtain reimbursement under this Section 2(d) upon submission of such receipts and records
as may be initially required by the Board and, thereafter, as may be required under the reimbursement policies established by the
Company. Notwithstanding the foregoing, Executive shall be permitted to charge reasonable expenses delineated in this Section 2(d)
to Company charge cards or other credit accounts made available to Executive by the Board.
(e) Additional Benefits; General Rights.
During the Employment Period, Executive shall be entitled to:
(i) participate
in all employee stock option, pension, savings, and other similar benefit plans of the Company as the Company may designate from
time to time;
(ii) the
Company agrees to provide medical insurance for employee;
(iii)
participate in all other welfare plans established by the Company such as life insurance, dental, disability, and business
travel accident plans and programs as the Company may designate from time to time;
(iv) four
(4) weeks paid vacation per year;
(v) the
continued use of the Company’s apartment that is paid for by the Company at 15 N. Chenevert, Apt 511, Houston, TX 77002;
(vi) any
other benefits provided by the Company to its executive officers.
3.
Termination of Employment; Events of Termination.
(a) This
Agreement may be terminated during the Employment Period under the following circumstances:
(i) Cause.
Executive's employment hereunder shall terminate for "Cause" thirty (30) days after the date the Company shall have given
Executive notice of the termination of his employment for "Cause", unless a cure period applies, in which case the termination
date may not precede the expiration date of the applicable cure period. For purposes of this Agreement, "Cause"
shall mean acts of embezzlement or misappropriation of funds or fraud as determined by a non-appealable determination of a court
of law; conviction of a felony.
(ii) Death.
Executive's employment hereunder shall terminate upon his death.
(iii) Disability.
Executive’s “Disability”, meaning Executive’s incapacity, due to physical or mental illness, which results
in Executive having been absent from fully performing his duties with the Company for a continuous period of more than thirty (30)
days or more than sixty (60) days in any period of three hundred sixty-five (365) consecutive days. In the event that the Company
intends to terminate the employment of Executive by reason of Disability, the Company shall give Executive no less than thirty
(30) days’ prior written notice of the Company’s intention to terminate Executive’s employment. The
Executive agrees, in the event of any dispute hereunder as to whether a Disability exists, and if requested by the Company, to
submit to a physical examination in the state of the Company’s Executive offices by a licensed physician selected by mutual
agreement between the Company and the Executive, the cost of such examination to be paid by the Company. The written medical opinion
of such physician shall be conclusive and binding upon each of the parties hereto as to whether a Disability exists and the date
when such Disability arose. If Executive refuses to submit to appropriate examinations by such physician at the request of the
Company, the determination of the Executive’s Disability by the Company in good faith will be conclusive as to whether such
Disability exists. This Agreement shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities
Act (to the extent that it is applicable) and any other applicable laws regarding disability.
(iv) Good
Reason. Executive shall have the right to terminate his employment for "Good Reason." This Agreement shall
terminate effective immediately on the date Executive shall have given the Board notice of the termination of his employment with
the Company for "Good Reason." For purposes of this Agreement, "Good Reason" shall mean (A) any material and
substantial breach of this Agreement by the Company, (B) a diminution of Executive's responsibilities, loss of title or position
in which Executive currently serves, failure to reelect Executive to the Board, (C) a Change in Control (as defined in Section
2(c) occurs and Executive voluntarily quits at any time within the six (6) month period on or immediately following the Change
in Control, (D) the Company issues a Notice of Non-Renewal to Executive, (E) a reduction in Executive's Annual Base Salary or a
material reduction in other benefits (except for bonuses or similar discretionary payments) as in effect at the time in question,
or any other failure by the Company to comply with Section 2, hereof, or (F) this Agreement is not assumed by a successor to the
Company.
(v) Without Cause.
The Company shall have the right to terminate Executive's employment hereunder Without Cause subject to the terms and conditions
of this Agreement. In such event, this Agreement shall terminate, effective immediately upon the date on which the Company shall
have given Executive notice of the termination of his employment for reasons other than for Cause or due to Executive's Disability.
(vi) Without Good
Reason. Executive shall have the right to terminate his employment hereunder without Good Reason at any time for any reason
subject to the terms and conditions of this Agreement. This Agreement shall terminate, effective immediately upon the date as of
which Executive shall have given the Board notice of the termination of his employment without Good Reason.
(b) Notice
of Termination. Any termination of Executive's employment by the Company or any such termination by Executive (other than
on account of death) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of Executive's employment under the provision so indicated. In the event of the termination of Executive's employment on account
of death, written Notice of Termination shall be deemed to have been provided on the date of death.
4. Payments
Upon Termination.
(a) Without
Cause, For Good Reason or Disability. If Executive's employment is terminated by the Company without Cause or by Executive
for Good Reason, or by the Company due to Executive's Disability, Executive, or in the case of Executive's Disability, Executive's
legal representative (assuming Executive’s affairs are handled by a representative rather than Executive himself), shall
be entitled to receive from the Company a lump sum payment in an aggregate amount equal to the greater of (a) six months base salary
together with payment of the cost of Executive’s medical insurance or any COBRA payments for six months after the date of
termination; provided, however that if during such six months the Executive is employed by an employer that pays for Executive’s
medical insurance then the Company shall be relieved of its obligation to pay the cost of the medical insurance (the "Severance
Payment"); (ii) any bonuses which have been earned but not been paid prior to such termination ("Prior Bonus Payment")
and (iii) reimbursement of expenses incurred prior to date of termination (the "Expense Reimbursement"). The aforesaid
amounts shall be payable in cash without discount for early payment, at the option of Executive, either in full immediately upon
such termination or monthly over the Unexpired Employment Period (the "Payment Election"). Executive's additional
benefits specified in Section 2(e) shall terminate at the time of such termination other than the medical insurance which shall
continue as provided above. In addition, the stock issued to Executive shall vest as provided in Section 2 (c).
In the event Executive
is terminated by the Company Without Cause or due to Executive's Disability or Executive terminates his employment with the Company
for Good Reason, Executive shall have no duty to mitigate the amount of the payment received pursuant to this Section 4(a), it
being understood that Executive's acceptance of other employment shall not reduce the Company’s or the other Company' obligations
hereunder other than as set forth above with respect to the payment of medical insurance.
(b) Death.
If Executive's employment is terminated due to death of Executive, Executive's estate or beneficiary(ies), as the case may be,
shall be entitled to a lump payment in an amount equal to the Severance Payment, the Prior Bonus Payment and Expense Reimbursement.
(c) Termination
With Cause or Without Good Reason. If the Company terminates Executive's employment for Cause or in the event Executive voluntarily
terminates his employment Without Good Reason, Executive shall be entitled to (i) his Annual Base Salary through the date of the
termination of such employment and Executive shall be entitled to any bonuses which have been earned but not paid prior to such
termination and (ii) Expense Reimbursement. The aforesaid amounts shall be payable in cash without discount for early payment,
at the option of Executive, either in full immediately upon such termination or monthly over the Unexpired Employment Period (the
"Payment Election"). Executive shall not be entitled to any other bonuses. Executive's additional benefits specified
in Section 2(e) shall terminate at the time of such termination. In addition, the stock issued to Executive shall vest as provided
in Section 2 (c).
(d) Termination
by the Company Upon Change in Control. If the Company terminates Executive's employment for any reason in connection with a
Change in Control (as defined in Section 2(c)), Executive shall receive from the Company in one lump sum, payable on the consummation
of the Change in Control an amount equal to the Severance Payment, the Prior Bonus Payment and the Expense Reimbursement.
In the event Executive
is terminated by the Company in connection with a Change in Control which is not approved by the Continuing Directors of the Company,
Executive shall have no duty to mitigate the amount of the payment received pursuant to this Section 6(d), it being understood
that Executive's acceptance of other employment shall not reduce the Company’s obligations hereunder.
5. Confidential Information.
(a) Executive agrees that during the
course of his employment or at any time thereafter, he will not disclose or make accessible to any other person, the Company’s
products, services and technology, both current and under development, promotion and marketing programs, lists, trade secrets and
other confidential and proprietary business information of the Company or any Affiliates or any of their clients. Executive agrees:
(i) not to use any such information for himself or others; and (ii) not to take any such material or reproductions thereof from
the Company’s facilities at any time during his employment by the Company other than to perform his duties hereunder. Executive
agrees immediately to return all such material and reproductions thereof in his possession to the Company upon request and in any
event upon termination of employment.
(b) Except with prior written authorization
by the Company, Executive agrees not to disclose or publish any of the confidential, technical or business information or material
of the Company, its clients or any other party to whom the Company owes an obligation of confidence, at any time during or after
his employment with the Company.
(c) In the event that Executive
breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any other rights which the Company
may have, the Company shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions
contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 5, Executive
shall not urge as a defense that there is an adequate remedy at law, nor shall the Company be prevented from seeking any other
remedies which may be available. In addition, Executive agrees that in the event that he breaches the covenants in this Section
5, in addition to any other rights that the Company may have, Executive shall be required to pay to the Company any amounts he
receives in connection with such breach.
(d) Executive recognizes that in
the course of his duties hereunder, he may receive from the Company or others information which may be considered “material,
non-public information” concerning a public company that is subject to the reporting requirements of the United States Securities
and Exchange Act of 1934, as amended. Executive agrees not to:
(i) Buy or sell any security, option, bond or warrant while
in possession of relevant material, non-public information received from the Company or others in connection herewith, and
(ii) Provide the Company with information
with respect to any public company that may be considered material, non-public information, unless first specifically agreed to
in writing by the Company.
6. Inventions Discovered by Executive.
(a) Executive shall
promptly disclose to the Company any invention, improvement, discovery, process, formula, or method or other intellectual property,
whether or not patentable or copyrightable (collectively, "Inventions"), conceived or first reduced to practice
by Executive, either alone or jointly with others, while performing services hereunder (or, if based on any Confidential Information,
within one (1) year after the Term) (a) which pertain to any line of business activity of the Company, whether then conducted or
then being actively planned by the Company, with which Executive was or is involved; (b) which is developed using time, material
or facilities of the Company, whether or not during working hours or on the Company premises; or (c) which directly relates to
any of Executive’s work during the Term, whether or not during normal working hours. Executive hereby assigns to the Company
all of Executive’s right, title and interest in and to any such Inventions. During and after the Term, Executive shall execute
any documents necessary to perfect the assignment of such Inventions to the Company and to enable the Company to apply for, obtain
and enforce patents, trademarks and copyrights in any and all countries on such Inventions, including, without limitation, the
execution of any instruments and the giving of evidence and testimony, without further compensation beyond Executive’s agreed
compensation during the course of Executive’s employment. All such acts shall be done without cost or expense to Executive.
Executive shall be compensated for the giving of evidence or testimony after the term of Executive’s employment at the rate
of $1,000/day. Without limiting the foregoing, Executive further acknowledges that all original works of authorship by Executive,
whether created alone or jointly with others, related to Executive’s employment with the Company and which are protectable
by copyright, are "works made for hire" within the meaning of the United States Copyright Act, 17 U.S.C. (S) 101, as
amended, and the copyright of which shall be owned solely, completely and exclusively by the Company. If any Invention is considered
to be work not included in the categories of work covered by the United States Copyright Act, 17 U. S. C. (S) 101, as amended,
such work is hereby assigned or transferred completely and exclusively to the Company. Executive hereby irrevocably designates
counsel to the Company as Executive's agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents
and copyrights and to enforce the Company's rights under this Section. This Section 6 shall survive the termination of this Agreement.
Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights
that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such
Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries
where Moral Rights exist, Executive hereby waives such Moral Rights and consents to any action of the Company that would violate
such Moral Rights in the absence of such consent. Executive agrees to confirm any such waivers and consents from time to time as
requested by the Company.
7. Non-Compete; Non-Solicitation.
(a) Non-Compete. For
a period commencing on the Effective Date and ending one (1) year after the date Executive ceases to be employed by the Company
(the "Non-Competition Period"), Executive shall not, directly or indirectly, either for himself or any other person,
own, manage, control, materially participate in, invest in, permit his name to be used by, act as consultant or advisor to, render
material services for (alone or in association with any person, firm, corporation or other business organization) or otherwise
assist in any manner any business which develops, markets or sells products that are directly competitive with the products being
developed or sold by the Company at the time of termination (collectively, a "Competitor"). Nothing
herein shall prohibit Executive from being a passive owner of not more than five percent (5%) of the equity securities of a Competitor
which is publicly traded, so long as he has no active participation in the business of such Competitor.
(b) Non-Solicitation. During
the Non-Competition Period, Executive shall not, directly or indirectly (i) induce or attempt to induce or aid others in inducing
anyone working at or for the Company to cease working at or for the Company, or in any way interfere with the relationship between
the Company and anyone working at or for the Company except in the proper exercise of Executive’s authority; or (ii) in any
way interfere with the relationship between the Company and any customer, supplier, licensee or other business relation of the
Company.
(c) Scope. If,
at the time of enforcement of this Section 8, a court shall hold that the duration, scope, area or other restrictions stated herein
are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, area or other restrictions
reasonable under such circumstances shall be substituted for the stated duration, scope, area or other restrictions.
(d) Independent
Agreement. The covenants made in this Section 7 shall be construed as an agreement independent of any other provisions
of this Agreement, and shall survive the termination of this Agreement. Moreover, the existence of any claim or cause
of action of Executive against the Company or any of its Affiliates, whether or not predicated upon the terms of this Agreement,
shall not constitute a defense to the enforcement of these covenants.
8. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns. The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all its assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Company would
be required to perform if no such succession had taken place. Executive agrees that this Agreement is personal to him and may not
be assigned by him other than by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by Executive's legal representative.
9. Joint
and Several Liability.
(a) No
Duplication of Payments. The Company and its Affiliates shall be jointly and severally liable for any amounts payable to Executive
under this Agreement. Any amounts payable to Executive shall be paid in the first instance by the Company, and to the extent not
paid by the Company shall be paid by its Affiliates. In no event shall any amount payable pursuant to this Agreement be paid by
the Company and its Affiliates and Executive shall not be entitled to receive duplicate benefits or payments under any of the provisions
of this Agreement.
(b) New
Subsidiaries. Any subsidiary of the Company that is formed or acquired on or after the Effective Date shall be required to
become a signatory to this Agreement and shall become jointly and severally liable with the Company for the obligations hereunder.
(c) Sale
of Subsidiaries. Upon the sale of the stock or substantially all of the assets of any subsidiary of the Company, which is approved
by the Board, such subsidiary shall be automatically released from its obligations hereunder and shall not be considered as having
any continuing liability for the obligations hereunder, and Executive shall be released from his obligations to such subsidiary
hereunder.
10. Governing Law.
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware of the
United States of America without regard to principles of conflict of laws. The State of Delaware shall be the exclusive jurisdiction
for any disputes arising under this Agreement and the Parties hereby consent to such jurisdiction.
11. Entire
Agreement. This instrument contains the entire understanding and agreement among the parties relating to the subject matter
hereof, except as otherwise referred to herein, and supersedes all other prior agreements and undertakings, both written and oral,
among the parties with respect to the subject matter hereof. Neither this Agreement nor any provisions hereof may be waived or
modified, except by an agreement in writing signed by the party(ies) against whom enforcement of any waiver or modification is
sought.
12. Severability.
In case any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, or to any
extent, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected
or impaired thereby.
13. Notices.
Any notice required or permitted to be given under the provisions of this Agreement shall be in writing and delivered by courier
or personal delivery, facsimile transmission (to be followed promptly by written confirmation mailed by certified mail as provided
below) or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows:
| If to the Company: |
1701 Commerce Street |
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Second Floor |
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Houston, TX 77002 |
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| If to Executive: |
Mr. John W. Huemoeller II |
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If
delivered personally, by courier or facsimile transmission (confirmed as aforesaid and provided written confirmation and receipt
is obtained by the sender), the date on which a notice is delivered or transmitted shall be the date on which such delivery is
made. Notices given by mail as aforesaid shall be effective and deemed received upon the date of actual receipt or upon the third
business day subsequent to deposit in the U.S. mail, whichever is earlier. Either party hereto may change its or his address specified
for notices herein by designating a new address by notice in accordance with this Section 12.
14. No
Undue Influence. This Agreement is executed voluntarily and without any duress or undue influence. Executive acknowledges that
he has read this Agreement and executed it with his full and free consent. No provision of this Agreement shall be construed against
any party by virtue of the fact that such party or its counsel drafted such provision or the entirety of this Agreement.
15. Counterparts.
This Agreement may be executed in separate counterparts, each of which is deemed to be an original and both of which taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the
Company and Executive have executed this Agreement as of the date first above written.
| EXECUTIVE: |
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COMPANY: |
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Propell Technologies Group Inc. |
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a Delaware Corporation |
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By: |
/s/ John Zotos |
| John W. Huemoeller II |
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John Zotos, Secretary |
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Exhibit 10.2
PROPELL TECHNOLOGIES
GROUP, INC.
CONSULTING AGREEMENT
This Consulting Agreement
(“Agreement”), effective on the last date of execution (“Effective Date”), is made between Propell Technologies
Group, Inc. (hereinafter “the “Company”), having offices at 1701 Commerce Street, 2nd Floor, Houston, Texas 77002,
and John Zotos (hereinafter “Consultant”) an individual residing at the address set forth in the Company’s records,
and is for the purpose of obtaining the advice and consulting services of Consultant by Company.
WHEREAS, the Company desires
to engage Consultant to provide consulting services to it in connection with its business; and
WHEREAS, Consultant desires
to provide consulting services to the Company in connection with its business; and
WHEREAS, Consultant has
valuable expertise related to the oil and gas industry.
NOW THEREFORE, in consideration
of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company and Consultant hereto agree as follows:
Consultant hereby agrees to assist
the Company, as and when requested, in connection with its business development activities, which shall include (i) developing
an in-depth familiarization with the Company’s business goals; (ii) bringing to the Company’s attention potential opportunities
which meet those goals; (iii) identifying suitable merger or acquisition partners and aiding in any due diligence needed in connection
therewith; (iv) evaluating business strategies for the Company; (v) preparing and reviewing documentation and participation in
meetings as requested; and (vi) other related areas as requested by the Company (the “Services”). In rendering
the Services to the Company, Consultant shall act as an independent contractor and not as an employee of the Company.
| 2. | Prior or Other Work of Consultant |
| a. | Consultant hereby warrants that it is free to enter into this Agreement with the Company and to
provide the research, development and consulting Services required hereunder. |
| b. | Consultant represents that it is not a party to any existing agreement that would prevent it from
entering into this Agreement. |
| c. | Consultant represents that neither its rendering of the Services to the Company as described herein
nor performance of the terms of this Agreement will violate any agreements or obligations it may have to any other person or entity
and it further represents that it will not use the confidential proprietary information of any other person or entity in the course
of rendering Services to the Company nor will it disclose any such information to the Company. |
| d. | Consultant agrees that for the Term of the Agreement (as defined in Section 10) and after the Term
: |
| (i) | Neither it nor its officers, directors, shareholders or employees will disrupt, damage, impair,
or interfere with the business of the Company, whether by way of interfering with or raiding its employees, disrupting its relationships
with customers, agents, vendors, distributors or representatives, or otherwise: and |
| (ii) | Neither it nor its officers, directors, shareholders or employees will solicit any employees of
the Company to work for an employer which competes with the Company. |
| a. | The Company agrees to pay Consultant for the Services set forth in this Agreement as follows: Five
Thousand Dollars ($5,000) per month and a stock grant of 3,000,000 shares of common stock of the Company, such stock to be issued
on the date of this Agreement and the restrictions shall lapse as to 1/3 of the shares of common stock on each of March 15, 2015,
September 15, 2015 and March 15, 2016. Upon termination of this Agreement by either party, the Consultant shall be entitled to
receive the cash payments owed through the effective date of such termination in an amount equal to compensation up to the effective
date of the termination and all remaining shares of restricted stock shall become fully vested and all restrictions on such shares
shall lapse as of the effective date of such termination. |
| b. | The Company further agrees to reimburse Consultant for the costs of materials required by Consultant
for rendering the Services under this Agreement at a rate which is "at cost" to Consultant for all such materials provided
that Consultant obtains prior express approval of the Company if any such cost or series of related costs shall exceed $1,000 in
any given month. |
| c. | The Company further agrees to reimburse Consultant for the "at cost" actual reasonable
out-of-pocket travel expenses incurred by Consultant in the course of rendering Services to the Company hereunder and pursuant
to the express request of the Company, provided that Consultant obtains prior express approval of the Company if any such expense
or series of related expenses shall exceed $1,000 per month. Consultant will be reimbursed for coach class air travel when traveling
to render Services pursuant to this Agreement. |
| d. | Consultant will file its own tax returns on the basis of its status as an independent contractor
for the reporting of all income, social security, employment and other taxes due and owing on the consideration received by it
under this Agreement. Consultant shall be solely responsible for, and shall pay such taxes in accordance with applicable law. Similarly,
Consultant shall not be entitled to benefits specifically associated with employment status, such as medical, dental and life insurance,
stock or stock options of the Company and shall not be entitled to participate in any other Company benefit programs. |
| 4. | Ownership of Intellectual Property and Disclosure of Information to Company |
| a. | All writings, ideas, concepts, inventions, discoveries, methods, devices, developments, or improvements
produced, conceived, developed or reduced to practice by Consultant exclusively pursuant to this Agreement, either solely or jointly
with others, shall be solely owned by the Company and fully and promptly disclosed to the Company in writing. Without limiting
the foregoing, Consultant further acknowledges that all original works of authorship by Consultant, whether created alone or jointly
with others, related to Consultant’s consulting services to the Company and which are protectable by copyright, are "works
made for hire" within the meaning of the United States Copyright Act, 17 U.S .C. (S) 101, as amended, and the copyright of
which shall be owned solely, completely and exclusively by the Company. |
| b. | Consultant hereby assigns, and agrees to promptly grant and assign, to the Company all rights in
and to any and all copyrights, inventions, discoveries, and improvements resulting from or arising out of Consultant’s performance
in connection with this Agreement or pursuant thereto, which Consultant may make, conceive or reduce to practice, either solely
or jointly with any other person. Consultant further agrees that all letters patent that may be granted therefore, and all reissues
or reexaminations thereof, shall be for the sole use and benefit of the Company and it shall at once become entitled thereto. Any
assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that
may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights
cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral
Rights exist, Consultant hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral
Rights in the absence of such consent. Consultant agrees to confirm any such waivers and consents from time to time as requested
by the Company. |
| c. | Consultant shall promptly and at all times hereafter, execute, deliver, make oaths, sign all papers,
give evidence and testimony and, at the Company 's expense, perform any and all acts that may be necessary or proper in the opinion
of the Company to carry out the terms of the Agreement and to vest said copyrights, inventions, discoveries, patents, reissues
and improvements in the Company, as described above in Section 4b, so as to enable it to lawfully obtain and maintain full right,
title and interest thereto in any and all countries whatsoever, including all such descriptions, sketches, drawings, and other
papers relating thereto as the Company may need or call for, and to render to the Company for reasonable compensation all such
assistance and cooperation as the Company may require: (i) in the prosecution of applications for patents; or applications for
reissue or reexamination of patents; (ii) in the prosecution or defense of all interferences which may be declared involving any
of such applications; (iii) in applying for registrations of copyrights; and (iv) in any and all litigation in which the Company
may be directly or indirectly involved relating to such copyrights, inventions, discoveries, patents, reissues, and improvements. |
| d. | Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers
and agents as Consultant’s agents and attorneys-in-fact to act for and on behalf and instead of Consultant to execute and
file any documents pursuant to Section 4b and 4c and enforce the Company’s rights under this Agreement. |
| e. | Consultant shall not, without the prior written consent of the Company, use or make available to
others for any purpose, any of the writings, inventions, discoveries or improvements produced, conceived or made exclusively in
its role as consultant to the Company under this Agreement or pursuant thereto, and shall treat all information relating to said
writings, inventions, discoveries and improvements as being proprietary information of the Company, and the terms and obligations
of the Agreement titled ''Company Proprietary Information" shall apply thereto. |
| 5. | Propell’s Proprietary Information |
| a. | As used herein, "Company Proprietary Information" includes, but is not limited to, any
process, method, device, apparatus, manufacturing procedure, operating condition, database specifications, data, plans, drawings,
techniques, compositions, inventions (patentable or otherwise), improvements, business strategy, financial and business information,
product idea, formula, copyrightable or patentable material, schematic, biological material and techniques for their handling and
use, plans and procedures related to carrying out clinical trials, results of clinical trials, statistical analysis of clinical
trial data, and any other confidential information of the Company or its customers or clients which Consultant may learn of, or
be exposed to, from time to time prior to the Effective Date of the Agreement or during the Term of the Agreement. |
| b. | Consultant further acknowledges that the Company is engaged in a continuous program of research,
development and production and possesses or has rights to information (including information Consultant may develop exclusively
in the course of performing Services for the Company) which has commercial value in the Company’s business and constitutes
part of the Company Proprietary Information. |
| c. | During the Term of this Agreement and for a period of five (5) years after termination of this
Agreement, Consultant agrees to keep confidential, use only for purposes of performing Services under this Agreement and not to
disclose to any person, firm, partnership, association, corporation, or other entity nor use for Consultant's own use or benefit,
or for the benefit of third parties, any and all Company Proprietary Information furnished hereunder by the Company or developed
by the Company or Consultant during the Term of this Agreement and it will keep in strictest confidence any other information which
the Company has heretofore disclosed or may hereafter disclose to Consultant or permit Consultant to observe in connection with
the performance of the Agreement, including, but not limited to, confidential information of others with which the Company has
a business relationship. |
| d. | Consultant acknowledges that all Company Proprietary Information is the sole property of the Company
and its assigns, and the Company and its assigns shall be the sole owner of all trade secrets, patents, copyrights and other rights
in connection therewith. |
The foregoing obligations shall not
apply to any information which (i) Consultant can demonstrate was in its possession prior to the time of its disclosure by the
Company; (ii) is or becomes available to the general public through no fault of Consultant; or (iii) is disclosed to Consultant
by a third party who is not under a confidentiality obligation to the Company.
Consultant shall not download any
software, software library or database from the Internet for use in performing Services without the prior approval of the Company.
Such approval shall not be unreasonably withheld.
| 7. | Return of Proprietary Information |
Consultant hereby acknowledges that
all documents, devices, software, computer code, records, files, lists, apparatus, equipment, drawings, diagrams, models, data,
notes, memoranda, information, photographs, and/or copies made and other physical property, whether or not pertaining to Company’s
Proprietary Information (collectively, “Property”), furnished to Consultant by the Company or generated by Consultant
or at or under its direction or control for the purpose of carrying out any project or assignment under this Agreement or during
work performed on or during the performance of any project performed under this Agreement belong to and are the property of the
Company and all Property so made, modified, generated or obtained from the Company or from any of the Company’s suppliers
or customers by Consultant or at or under its direction or control during such work performed on or during the performance of any
project shall be promptly delivered to and turned over to the Company upon request of the Company or upon termination of any project
or service performed under this Agreement, whichever shall first occur. Consultant will not take with it any such Property or any
reproduction thereof upon such termination.
| 8. | Restriction Against License |
Nothing contained in this Agreement
shall be deemed to grant Consultant any license under any of the Company’s copyrights, patents, trademarks, trade secrets,
or patent applications now or hereafter issued or filed, or any license to use any Company Proprietary Information, except in the
performance for the Company of the Services expressly required hereunder.
| a. | Consultant agrees that there will be no publication or other release of information about this
Agreement, or the contents or subject matter thereof, such as by press release or otherwise, without the prior written consent
of the Company. |
| b. | Consultant acknowledges that at the time of this Agreement it is under no other obligation to any
third party that would interfere with it rendering consulting services to the Company. |
| c. | The Company acknowledges that the Consultant is not a "Contract Research Organization"
or "Sponsor" as defined in Title 2.1 of the U.S. Code of Federal regulations, and the Company shall retain full responsibility
for the content of certain documents and regulatory submission, for interpretation of the data contained therein and for the timing,
preparation and processing of regulatory submissions. |
| d. | The Company acknowledges that the Consultant shall at all times during the Term of this Agreement
act as an independent contractor and not as an employee or agent of the Company, and shall not assume or incur any benefits, rights,
or obligations related to said employee or agent status. Neither party shall be authorized to act as the agent for the other, nor
shall either be bound by the acts of the other, except as otherwise specifically provided in this Agreement. Consultant further
agrees and understands that it is personally and solely responsible for acts of negligence, maintaining insurance, and payment
of personal taxes and social security |
| e. | Nothing contained in this Agreement shall be construed as prohibiting the Company from disclosing
the name of the Consultant and its relationship with the Company, in various documents used by the Company for capital raising
and financing or other purposes, including, without limitation, its website and in one or more press releases announcing or referencing
the Consultant’s affiliation with the Company. |
| a. | This Agreement shall terminate two years from the Effective Date of this Agreement unless extended
in writing upon mutual agreement of the parties for additional one year periods. The initial period and any extensions or renewals
thereof shall constitute the "Term." |
| b. | This Agreement may be terminated by the Company or the Consultant with 30 days’ prior written
notice, such notice to be sent by e-mail, registered mail or private courier. The Company shall pay Consultant for any authorized
Services provided prior to the end of the notice period. |
| c. | "Termination" as used herein shall in no way effect Sections 2, 4, 5, 7 and 9 herein,
and it is the desire of the parties hereto that these paragraphs survive the termination of this Agreement and be enforced regardless
of any termination, forfeiture of default by any party hereunder. |
| 11. | Sufficiency of Consideration |
Consultant hereby acknowledges the
sufficiency of the above stated fee as consideration of this Agreement.
A waiver of the breach of any term,
provision, or condition of this Agreement shall not constitute a precedent, nor bind either party to a waiver of any succeeding
breach of the same or any other term, provision, or condition.
| a. | This Agreement shall not be construed against the party preparing it, but should be construed as
if all parties jointly prepared this Agreement, and any uncertainties and ambiguities should not be interpreted against any party.
Paragraph captions are inserted for convenience only and will in no way be construed to define, limit or affect construction or
interpretation hereof. |
| b. | This Agreement shall be construed under, governed by, and the rights and obligations of the parties
determined in accordance with the law of the State of Texas, U.S.A., without giving effect to the principles of conflicts of law. |
If for any reason one or more provision
or provisions of this Agreement are decreed null, void, or illegal by a court of competent jurisdiction such decree will in no
way affect the remaining portions of the Agreement.
The Headings of the sections are
inserted for convenience or reference only and shall not affect any interpretation of this Agreement.
Any notices or other communications
under this Agreement shall be in writing and shall be deemed to have been given: when delivered personally against receipt therefore;
one day after being sent by Federal Express or similar overnight delivery; or three day after being mailed by registered or certified
mail, postage prepaid, to a party hereto at the address set forth on the first page hereof, or to such other address as such party
shall give by notice hereunder to the other party to this Agreement.
| 17. | Entire Agreement Modification |
This Agreement is the entire agreement
of the parties relating to the subject matter hereof and thereof, and the parties hereto and thereto have made no agreements, representations
or warranties relating to the subject matter of this Agreement which are not set forth herein or therein. No amendment or modification
of this Agreement shall be valid unless made in writing and signed by each of the parties hereto.
The rights, benefits, duties and
obligation under this Agreement shall inure to, and be binding upon the Company, its successors and assigns, and upon Consultant
and its legal representative. This Agreement constitutes a personal service agreement, and the performance of Consultant's obligations
hereunder may not be transferred or assigned by Consultant and any such purported transfer or assignment shall null and void ab
initio.
This Agreement and the rights and
duties hereunder may not be assigned by either party without first obtaining the written consent of the other, which consent will
not be unreasonably withheld. Any such purported assignment, without the written consent of the other party, will be null, void,
and of no effect. Notwithstanding the foregoing, the Company may assign this Agreement (i) to a purchaser, merging or consolidation
corporation, or acquirer of substantially all of the Company's assets or business and/or pursuant to any reorganization qualifying
under section 368 of the Internal Revenue Code of 1986 as amended, as may be in effect at such time, or (ii) to an Affiliate of
the Company without such prior written consent.
In Witness Whereof, the parties hereto, intending
to be legally bound thereby, have executed this Agreement as of the last day and year written below.
| PROPELL TECHNOLOLGIES GROUP, INC. |
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| By: |
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Date: |
12/05/2014 |
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| Name: |
John Huemoeller |
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| Title: |
Chief Executive Officer and President |
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| Consultant |
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| /s/ JOHN ZOTOS |
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| JOHN ZOTOS |
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Date: |
12/05/2014 |
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