EXHIBIT 10.1
CONSULTING AGREEMENT EFFECTIVE AUGUST 22, 1996,
AS AMENDED, BETWEEN COMPANY AND XXXXXXX XXXXXX
AMENDED
CONSULTING AGREEMENT
This Amended Consulting Agreement ("Agreement") is made between Ontro, Inc.
(formerly known as Self-Heating Container Corporation ("Ontro") and C. Xxxxxxx
Xxxxxx (Xxxxxx) as of the date set forth by the last signing party. This
Amended Agreement is meant to modify the letter agreement between the parties
dated August 22, 1996. This Agreement was, and shall remain, originally
effective the 22nd day of August, 1996, and is entered into for the purpose of
setting forth the exclusive terms and conditions by which Ontro will retain the
services of Xxxxxx.
In consideration of the mutual obligations specified in this Agreement, and
any compensation paid to Xxxxxx for services, the parties agree to the
following:
1. WORK AND PAYMENT: A monthly retainer of $7,500 shall be paid to Xxxxxx
by the first day of each month. This monthly retainer shall be
increased to $10,000 upon the completion of an initial public offering
of Ontro's securities. Out-of-pocket expenses related to Xxxxxx'x
fulfillment of the obligations covered under this Agreement shall also
be billed to Ontro. These expenses shall be paid upon receipt.
2. STOCK OPTION: C. Xxxxxxx Xxxxxx has been issued a non-qualified option
on December 31, 1996 to purchase 198,000 shares of Ontro's common
stock for $.001 per share. Ontro will take whatever action is
necessary to ensure that any stock acquired by Xxxxxx, whether through
exercise of options or otherwise, are freely tradable no later than
one year after the closing of the first IPO.
3. TERM OF CONTRACT: This Agreement shall continue through December 31,
1999. On that date, the Agreement shall automatically renew for one
additional year unless either party elects to terminate the Agreement
by giving written notice to the other party prior to December 1, 1999.
4. SERVICES TO BE PROVIDED UNDER THIS AGREEMENT: Representation on the
Ontro Advisory Board, general management consulting services with
emphasis on overall planning, marketing, corporate communications,
strategic alliances/partnerships. It is anticipated this will require
a 5-6 day per month time commitment by Xxxxxx.
5. LEGAL AND ACCOUNTING FEES: All legal and accounting fees incurred by
Xxxxxx in reviewing and negotiating the proposed stock issuance to
Xxxxxx and this Amended and Restated Consulting Agreement and
resolving any dispute arising out of this Agreement will be paid by
Ontro. By paying for said services, Ontro shall not be considered the
client of any professional retained by Xxxxxx, and nothing herein
shall be deemed to waive the attorney-client or other privilege that
may exist between
AMENDED CONSULTING AGREEMENT - 1
Xxxxxx and his attorneys, or allow Ontro access to any communications
between Xxxxxx and his professionals.
6. INDEMNIFICATION: Ontro agrees to indemnify and hold harmless CRH and
Associates L.L.C. (CRH) and Xxxxxx from any claims or causes of action
asserted against them arising out of their relationship with Ontro
including, without limitation, the performance of any services on
behalf of Ontro under this Agreement. Said indemnification and hold
harmless shall include, without limitation, payment of all legal,
expert witness, consulting, or other fees and costs incurred in order
to defend any claim asserted against CRH or Xxxxxx to which this
indemnity and hold harmless agreement applies.
7. GENERAL: This Agreement shall be governed by the laws of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth next to their signature below.
ONTRO, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
By: /s/ C. Xxxxxxx Xxxxxx
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C. Xxxxxxx Xxxxxx
