Welcome To the WIN!!! St. Elias Mines HUB On AGORACOM

Keep in mind, the opinions on this site are for the most part speculation and are not necessarily the opinions of the company WITHOUT PREJUDICE

Free
Message: Compensation Agreement to Lori

I have noticed in the Circular where Lori,s compensation paid to Senojoc is now at $ 7,500 per month as a result of a management agreement dated Oct 1st this year. I believe the particulars of any of these types of agreements are to be disclosed in the companies MD&A,s. A look at the April 25th 2012 MD&A doesnt fully disclose the particulars, but if I remember correctly in the past, the fee was $5000 per month before Oct 1st this year. A substantial increase of 50% if I am correct, and at a very questionable time in this companies operations. All directors would have to approve of this transaction and should question their duties toward shareholders by awarding such a substantial increase in compensation and maybe not in the best interests of shareholders, whereas a substantial PP was proposed shortly after which could have diluted current shareholders to the outrageous amount of ~80%!

There is more interesting facts of the compensation package (1) and what policy 3.1 states (2)

1)

Senojoc Management Inc.

Pursuant to a management agreement dated October 1, 2012 the (“

Management Agreement ”)

between the Company, Senojoc Management Inc. (“

Senojoc ”) and Lori L. McClenahan

(“

McClenahan ”), Senojoc agreed to provide the services of McClenahan as an independent

contractor in the role of President and CEO of the Company for a term of five years until

October 1, 2017. McClenahan must devote at least sixty percent of the business days during the

term of the Management Agreement, to the business and affairs of the Company.

The compensation to be paid to Senojoc under the Management Agreement is $7,500 per month,

exclusive of HST (the “

Remuneration ”), which amount will increase annually by the annual

percentage increase in the Consumer Price Index published by Statistics Canada for Vancouver.

Senojoc is responsible for the payment of all taxes and statutory deductions.

In the event of death, incapacity or disability of McClenahan, the Remuneration shall be payable

to Senojoc for a period of three months after such event. In the event of the temporary incapacity

or disability of McClenahan such that she is unable to reasonably perform her duties under the

Management Agreement, Senojoc shall be paid the Remuneration for the first three months

following such event which shall thereafter be reduced to $6,000, exclusive of HST, for the next

three months, after which period the Company may deem such condition to be permanent.

McClenahan shall be eligible for an annual cash bonus, pursuant to policies established by the

Board. In addition, McClenahan shall receive a bonus of four times the annual Remuneration (a

Milestone Bonus ”), on the completion of one either a “take-over bid” (as defined in the

Securities Act

(British Columbia)), the terms of which are negotiated by and supported by the

Board and where shareholders of the Company receive consideration of at least $5.00 per share,

or such other lower price as the Board may determine from time to time; or the disposition to an

arm’s length party of the assets of the Company for gross proceeds of at least $300,000,000, or

such other lower price as the Board may determine from time to time.

McClenahan or Senojoc may from time to time be granted Options in accordance with the

Company’s Option Plan. The Company shall reimburse Senojoc for all reasonable expenses

incurred in the performance of McClenahan’s duties pursuant to the Management Agreement and

will pay membership fees for McClenahan in such clubs and associations as are approved by the

Board in connection with her Management and activities on behalf of the Company.

McClenahan shall be entitled to four weeks annual paid vacation.

Senojoc and McClenahan are subject to certain standard obligations regarding non-competition

and confidentiality in the Management Agreement.

Upon termination by the Company with cause, the Company shall pay to Senojoc the full amount

of compensation accrued as of the date of termination. The Company may terminate Senojoc’s

engagement under the Management Agreement only where Senojoc or McClenahan commit an

act of gross negligence of wilful misconduct, where McClenahan is convicted of an offense

under criminal or securities laws, or where there is a breach or default of a material term of the

Management Agreement by Senojoc or McClenahan that is not remedied within 14 days.

Senojoc and McClenahan may terminate their obligations under the Management Agreement

after a change of control (as defined in the Management Agreement) at any time after the expiry

of 90 days of such change of control or where there is a breach or default of a material term of

the Management Agreement by the Company that is not remedied within 14 days. In the event

of such termination by Senojoc or McClenahan, the Company shall pay two times the annual

Remuneration, provided that Senojoc or McClenahan shall not be entitled to such payment where

the Company has paid, or becomes obligated to pay, a Milestone Bonus within the 12 months

prior, in which case the Company shall pay to Senojoc only the full amount of compensation

accrued as of the date of termination.

2)

19.4 Management Compensation

(a) The board of Directors of each Issuer must adopt procedures to ensure that all employment, consulting or other compensation arrangements between the Issuer and any Director or Senior Officer of the Issuer or between any subsidiary of the Issuer and any Director or Senior Officer are considered and approved by independent Directors.

(b) The Exchange considers golden parachutes, retirement bonuses and similar cash payments (other than reasonable severance payments) to be generally inappropriate for Issuers.

Share
New Message
Please login to post a reply