Exhibit 10.7
ARS Networks, Incorporated
Consulting Agreement
FOR
President and CEO
Dear Xx. Xxxxxxx:
The following Consulting Agreement between ARS Networks, Incorporated (The
Company or ARS) and Ameri-can Equipment Leasing outlines the terms under which
Xxxxxx Xxxxxxx will perform the duties of President and CEO of the company.
1. Position:
Xxxxxx Xxxxxxx will be appointed as President and CEO of the Company.
2. Term:
The appointment shall be for a term of thirty six months (three years)
commencing on the 1st day of January 2001.
3. Compensation:
a) Annual compensation of $US 180,000 annually, to be invoiced by you
to the Company at the rate of $ 15,000 monthly. This compensation
rate will be reviewed from time to time by the Board of Directors.
b) You will be entitled to participate in the company's stock option
plan when grants are determined by the Board of Directors.
c) You will be entitled to a cash or stock bonus of up to 50% of your
annual compensation if and when granted by the Board of Directors
subject to the achievement of annual performance criteria as
approved by the Board.
d) You will invoice the company periodically for Xx. Xxxxxxx'x out of
pocket expenses such as travel, meals and entertainment and other
such expenses related to the execution of your duties.
e) You will be entitled to receive a payment of $1,000 per month as
an automobile allowance.
4. Non competition:
The Contract will contain the usual provision prohibiting you from
competing with the company anywhere in the world for a period of two
(2) years from the expiry or termination of your services.
5. Duties:
Your duties shall include:
o Day to day management responsibility for the company
o Management of VP Finance, VP Engineering, VP Operations and any and
all other senior managers o Developing customer relations and
awareness of the ARS products o Maintaining investor and public
relations o Any other duties as determined by the Board of Directors
6. Termination for any reason:
The Company shall have the right to terminate your contract at any time
with a payment of twice your existing compensation rate at the time of
termination, plus a cash settlement of $1,000,000. These payments will
be in the form of either cash or company stock or any combination
thereof as determined by the Board of Directors at that time.
7. Termination by Employee:
The Employee shall provide a minimum of two (2) months notice of his
desire to terminate the contract.
Please sign this letter below to indicate your agreement with the above terms.
Yours truly
Xxxxx Xxxxx
Chairman of the Board
ARS Networks, Incorporated
Agreed this 1st day of January, 2001.
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Xxxxxx Xxxxxxx
