They must have a compensation committee.
LOOK AT THE SWEET DEAL.THAT IS TWICE CEO AND THERE IS A BIG FIRST YEAR BONUS. THEN THERE IS 35% OF 10% O THE PRE TAX PROFITS. WHO APPROVED THIS DEAL.
On September 24, 2010, Wescorp Energy, Inc. ("Wescorp") enteredinto an Employment Agreement (the "Agreement") with Robert G. Power ("Power")for Power to serve as Executive Chairman of Wescorp. As Executive Chairman, Mr.Power will be responsible for the overall governance of Wescorp, and will share,with the Chief Executive Officer, responsibility for management, strategy,partner and license identification, relationship development, and technologylicensing agreements.
The term of the Agreement is four years from its effective dateof January 1, 2010, with an automatic three-year extension unless either partyprovides a termination notice at least 90 days prior to the end of the four-yearterm. The annual base compensation is CAD$300,000, which Power may elect, foreach year, to be paid in cash or in options to purchase Wescorp common stock. Onthe date of entering into the Agreement (September 24, 2010), Power elected tobe paid in stock options for 2010. The number of options is calculated as thecash amount multiplied by three, and then divided by the exercise price of theoptions. Except for 2010, the exercise price for the options being paid in lieuof cash salary is the volume-weighted, actual trading price (the "VWAP") forWescorp common stock on December 20 of the year prior to the year for which theelection is being made. For 2010, the date of election and the date fordetermining the exercise price is September 24, 2010, which is the date on whichthe Agreement was entered into. For 2011 and each subsequent year during theterm, the election shall be made on or before December 20 of the year prior tothe year for which the election is made, and the exercise price of the optionswill be the VWAP for such December 20. If December 20 is not a stock markettrading day, then the election and the establishment of the exercise price forthe option will occur and be based on the VWAP on the first stock market tradingday subsequent to December 20. The options will be fully vested on the date ofdetermination of the exercise price, and they will expire five years from thedate on which they vest.
Power, together with the Chief Executive Officer and the ChiefFinancial Officer of Wescorp, is entitled to participate in the WescorpExecutive Bonus Pool (the "Bonus Pool"). The Bonus Pool is ten percent of thepre-tax profit for each fiscal year of Wescorp. The Agreement provides thatPower will be entitled to not less than 35% of the amount of the Bonus Pool foreach full fiscal year during which the Agreement is in effect. A Bonus Poolpayment, if available, shall be made to Power on or before the date of filing ofWescorp's Form 10-K with the SEC, following the year for which the payment isbeing made. To the extent that Wescorp's Board Of Directors determines, actingreasonably, that Wescorp's cash position does not reasonably justify paying allor part of the Bonus Pool payments, those payments will be deferred until theBoard determines, acting reasonably, that it is appropriate for Wescorp to makethe payment. Wescorp does not anticipate that a pre-tax profit will occur in2010 so that there will not be any amounts in the Bonus Pool for 2010.
Also as part of the compensation, Power was entitled to receive a one-timeincentive payment of $150,000 on or before January 1, 2011. Power could electto receive this payment in cash, shares of Wescorp common stock, or optionsto purchase shares of Wescorp common stock. He chose cash, which had not beenpaid as of April 14, 2011.