Exhibit
10.23 Letter of Consulting Agreement with Xxxx X. Xxxxxx to serve as Acting
Chief Executive Officer beginning January 16, 2003 (12)
[LOGO] MAGNA-LAB INC.
0000 Xxxxxxx Xxxxxxxx, Xxxxx 000X
Xxxxxxx, XX 00000
000 000 0000
000 000 0000 (fax)
Xxxx X. Xxxxxx
00 Xxxxx Xxxx
Xxxxxxx, XX 00000
Dear Xxxx:
This letter will outline the arrangements for you to provide consulting services
to Magna-Lab Inc. (the "Company").
Commencing on January 16, 2003, you will serve as a consultant to the Company
taking your direction from the Board of Directors or their designee and your
role will be "Acting Chief Executive Officer". In such role you will be expected
to provide such functions and duties as are needed in order to assist the Board
in: (a) raising new capital or a strategic transaction for the Company, (b)
preserving the assets of the Company including intellectual and other intangible
property, (c) managing the liabilities of the Company and (e) assistance in
either restarting the Company's activities or winding them down, depending on
the outcome of the Company's efforts.
You will be compensated at the rate of $600 per day. Fractional days shall be
billed at an appropriate fraction of the full day rate. You will be paid based
upon invoices that you shall submit monthly. You will be paid within 10 days of
the end of the month. Since you are to take your direction from the Board, you
need to have close and continuous contact regarding your planned activities and
charges.
You will be operating as an independent contractor to, and not an employee of,
the Company and you are free to work on other situations when you are not
working for the Company or to seek other employment so long as neither conflicts
with your responsibilities to the Company for confidentiality or otherwise. In
that regard, you acknowledge that you continue to be bound by a duty to
confidentiality that continues beyond the term of your employment agreement with
the Company, which was terminated on January 15, 2003, and that you will not
compete with the Company in an endeavor involving "development, manufacture or
sale of MRI receiving coils for use in cardiac imaging" so long as you are
acting as a consultant pursuant to the term of this letter. With respect to any
employment commencing after the termination of your consulting arrangement, the
Company has agreed to waive the non-competition provisions set forth in Section
4 of the Employment Agreement between you and the Company dated as of January 1,
2001.
Should the Company's efforts to raise additional capital or secure a strategic
relationship be successful, you would be eligible to participate in a pool of
incentive compensation, if such a pool is possible given the parameters of such
transaction. If available, your participation in any such pool and the amount to
which you would be entitled would be in the sole discretion of the Board of
Directors, taking into account your efforts in (a) originating and/or (b)
closing such transaction and the availability of funds. Such incentive
compensation is by no means assured and may not be likely.
You are currently subject to an agreement in which the Company agrees to
indemnify you in certain matters and such obligation of the Company shall
continue in effect and shall cover acts under this agreement. You are vested in
options to purchase 1,950,000 shares of Company stock that would require
exercise within 90 days of termination of your employment. So long as you are
providing services under this agreement, the Company agrees to postpone the
start of the 90 day period to exercise your vested options.
You may terminate this agreement, at any time, upon thirty (30) days notice to
the Company.
This agreement shall be governed by the laws of New York (without reference to
its conflict of laws rules).
If this reflects our understanding, please sign below.
Sincerely,
MAGNA-LAB INC.
/s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
Chairman of the Board
Agreed and accepted:
/s/ Xxxx X. Xxxxxx
----------------------------
Xxxx X. Xxxxxx
Dated as of January 15, 2003
