Attached files
Exhibit 10.1
SPECIAL ADVISOR CONSULTING AGREEMENT
This Agreement is made effective as of May 1, 2016, by and between Trident
Brands Incorporated ("Trident"), of 101-200 S. Executive Dr., Brookfield,
Wisconsin 53005, and Bromley Consulting & Advisory Inc. ("BROMLEYCO") and Steve
Bromley ("BROMLEY"), each of 36 Carlyle Crescent, Aurora, Ontario L4G 6P6.
WHEREAS:
A. Bromley is an officer and employee of BromleyCo and has a background in
senior management of public companies that operate in consumer goods and
food ingredients and is willing to provide services to Trident based on
this background;
B. Trident desires to have services provided by Bromley in the capacity of
Chairman of the Advisory Board and Special Consultant; and
C. BromleyCo has committed and agreed to make the services of Bromley
available to Trident as lead for purposes of this engagement.
THEREFORE, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Effective as of May 1, 2016, Trident hereby
engages BromleyCo, and BromleyCo hereby agrees to make Bromley available
to, provide the following services to Trident (collectively, the
"SERVICES"):
a. Provide nonbinding and informal guidance as Chair of the Advisory
Committee.
b. Provide access to networks in field of expertise. These networks can
be accessed for more specialized advice or, potentially, for direct
introductions to potential business partners and future advisory board
members.
c. Other Special Consulting services as indicated in January 4, 2016
memorandum from Bromley to Trident, attached as Appendix A.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Bromley shall be
determined by Bromley with the mutual agreement of the President and CEO.
3. FEES. Trident will pay fees to BromleyCo for the Services provided as per
attached Schedule A.
4. EXPENSE REIMBURSEMENT. BromleyCo shall be entitled to reimbursement from
Trident for reasonable "out-of-pocket" expenses including travel, meals and
other reasonable costs directly related to the Services provided, subject
to approval of the President and CEO.
5. TERM/TERMINATION. This Agreement shall be effective for a period of one (1)
year and shall automatically renew for successive terms of the same
duration, unless either party provides 30 days written notice to the other
party.
6. INDEMNIFICATION.
BromleyCo and Bromley agree to indemnify and hold harmless Trident from all
claims, losses, expenses, fees including attorney fees, costs, and judgments
that may be asserted against Trident that result from the willful misconduct,
gross negligence or fraudulent, dishonest or criminal acts of BromleyCo. or
Bromley.
Trident agrees to indemnify and hold harmless each of BromleyCo and Bromley from
all claims, losses, expenses, fees including attorney fees, costs, and judgments
that may be asserted against BromleyCo and/or Bromley that result from, are
related to or are in connection with the provisions of the Services, unless any
such claims, losses, expenses, fees, costs or judgments are determined by a
court of competent jurisdiction to have resulted from the willful misconduct,
gross negligence or fraudulent, dishonest or criminal act of BromleyCo or
Bromley.
7. CONFIDENTIALITY. Trident recognizes that Bromley will have access to the
following information:
- product specifications
- customer lists
- financial information
and other proprietary information (collectively, "INFORMATION") which are
valuable, special and unique assets of Trident and need to be protected from
improper disclosure. In consideration for the disclosure of the Information,
BromleyCo. and Bromley agree that neither BromleyCo. nor Bromley will at any
time or in any manner, either directly or indirectly, use any Information for
their own benefit, or divulge, disclose, or communicate in any manner any
Information to any third party without the prior written consent of Trident.
BromleyCo. and Bromley will protect the Information and treat it as strictly
confidential as per the terms of the Confidentiality Agreement between the
Bromley and Trident dated November 18, 2015. A violation of this paragraph shall
be a material violation of this Agreement.
8. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Wisconsin.
9. SIGNATORIES. This Agreement shall be signed on behalf of Trident by Don
MacPhee, President and CEO and on behalf of BromleyCo. by Steve Bromley,
Principal, and effective as of the date first above written.
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Party receiving services:
TRIDENT BRANDS INCORPORATED
By: /s/ Don MacPhee
-----------------------------------
Don MacPhee
President and CEO
Party providing services:
BROMLEY CONSULTING & ADVISORY INC.
By: /s/Steve Bromley
-----------------------------------
Steve Bromley
Principal
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SCHEDULE A
Year 1 Option package
Number of Options Strike Price Vesting
----------------- ------------ -------
50,000 $1.25 May 1, 2017
50,000 $1.50 May 1, 2018
Meeting Fee - US$1,000 per meeting
Annual Retainer /Consulting Fee - Annual retainer of US $30,000, payable US
$2,500 per month. Monthly fee to provide for services of approx. 2.5 days per
month. Services commence May 1, 2016 but payment deferred until June 1, 2016
Special Projects - services to be provided upon mutual agreement
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APPENDIX A
Trident Brands Inc.
Advisory Board Considerations
January 4, 2016
Strictly Private and Confidential
ADVISORY BOARD CONSIDERATIONS
* Key question is why establish an advisory board and what do we want
out of it?
What is the mandate - who is being advised? CEO, Chair?
* What sort of advice is being sought?
* Where can the advisory board bring the most value versus current
BOD and management resources?
* Broad or narrow focus?
* What is the right size for the advisory board?
* How often should the advisory board meet and what materials
should they be provided?
* Should there be a term for an advisory board member?
* How to effectively compensate?
* How to ensure the organization is aligned on the role of the
advisory board?
BENEFITS OF AN ADVISORY BOARD
* Can supplement existing expertise within organization
* Can provide industry contacts beyond those that exist
* Can support both management and the BOD in decision making processes
with a focus on specific business issues
* Can provide a "safe harbor" to test drive ideas
* Can serve as a feeder system for BOD as business grows
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SUGGESTED ADVISORY BOARD FOR TRIDENT BRANDS
* Small and focused with specific expertise provided to CEO and Chair
* Start with one and determine mandate, objectives, resource
requirements, etc.
* Limit initially to three with expertise in:
* Governance/Public Markets/Strategy/Financing/Risk
* Markets/Customers/Distribution
* Scientific Expertise/Product Development/Regulatory
* Grow as company grows and specific expertise required to support
business
* Engagement level appropriate to allow advisors enough "internal
knowledge" to be effective
* Advisory only - no fiduciary liability
* Compensate with combination of daily/meeting fee, plus option package
structured to align with BOD and management
* Needs to be appropriate to ensure retention of quality individuals and
proper level of attention
STEVE BROMLEY - ADVISOR AND SPECIAL CONSULTANT
* Serve as initial Chair of Advisory Committee
* Determine resources required for initial advisory committee
working in hand with the CEO and Chair
* Build committee carefully with eye on resources required and
costs
* Initially attend management meetings to gain better understanding
of organization and how skills can be best leveraged to support
business and build advisory committee
* Areas of expertise and potential support:
* Public Company Governance - internal processes, filings, risk
avoidance
* Public Markets Expertise - marketing, presentations, investor
relations
* Financial reporting and control - statements, projections,
certifications, controls
* Financing - debt, equity, other
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* Strategic Planning - long term planning, OGSM (objectives, goals,
strategies, measures), alignment and execution
* Industry contacts - supply side, distribution, customers
* Another set of hands wherever required
