CONSULTING AGREEMENT
This CONSULTING AGREEMENT dated June 25, 1999, by and among BASE TEN
SYSTEMS, INC., a New Jersey corporation having its principal offices located at
Xxx Xxxxxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000 ("Base Ten"), EURISKO a Belgium
corporation having its principal offices located at Xxxxxxx 00, 0000 Xxxxx,
Xxxxxxx ("Consulting Company"), and for limited purposes, XXXX XXXXXXXXXXXX.
1. Duties
Consulting Company shall be retained by Base Ten as the consultant
responsible for managing European operations. Consulting Company's duties
pursuant to this consulting agreement shall be fulfilled by Consulting Company's
managing director, Xxxx Xxxxxxxxxxxx ("Consultant"). Consulting Company shall be
responsible for all aspects of Base Ten's operations in Europe, including
without limitation existing and prospective business operations, products,
customers, personnel and other business activities of Base Ten throughout Europe
and company registration, tax returns and other administrative items. Consulting
Company will maintain certain customer accounts that are under Consultant's
direct control as well as oversee sales activities of Base Ten employees located
throughout Europe. Consulting Company will report to Xxxxxx X. Xxxxxxxxx
(President of Base Ten's Applications Software Division) on a regular basis,
unless Base Ten advises Consulting Company otherwise in writing. Services
performed by Consulting Company pursuant to this consulting agreement shall be
performed at Base Ten's office located in Mechelen, Belgium, or at such other
locations or offices as may be mutually agreed upon by the parties from time to
time. Consulting Company shall be entitled to use and will have access to office
space at Base Ten's office located in Mechelen, Belgium.
2. Term
The term of this consulting agreement is for a two-year period,
commencing from the date it is executed by all parties. This consulting
agreement will be automatically renewed for one-year terms unless written notice
is given by either Base Ten or Consulting Company to the other party 60 days
prior to the end of the then current term.
3. Consulting Fee, Commissions and Expenses
Base Ten will pay Consulting Company an annual consulting fee of
7,800,000 Belgian francs based upon 260 working days per year, of which 33 days
are excluded being vacation and national holidays. The consulting fee will be
paid in equal monthly installments of 650,000 Belgian francs at the end of each
month. The parties understand that the consulting fee was determined based upon
an allocation for services to be rendered, a car allowance and Consulting
Company's payment of premiums for insurance; Except for commissions and the
reimbursement of expenses (discussed below), Consulting Company will not be
entitled to any payments by Base Ten other than the consulting fee.
Base Ten will pay Consulting Company commissions on accounts for
which Consultant is directly responsible. Commissions will be paid according to
the Base Ten Commission Plan in effect at the time commissions are earned. A
copy of the 1999 Commission Plan is provided as Attachment A of this consulting
agreement.
Base Ten will reimburse Consulting Company for reasonable
out-of-pocket expenses incurred in the performance of services pursuant to this
consulting agreement for approved business-related travel and other expenses,
provided that such costs are incurred in accordance with Base Ten's standard
travel policy and that Consulting Company submits to Base Ten reasonably
detailed receipts with respect thereto.
Consulting Company shall be responsible for the payment of all taxes
and the filing of all tax returns and reports with respect to the consulting
fee, commissions and other amounts paid to it pursuant to this consulting
agreement.
4. Warrants
In consideration of Consulting Company's willingness to enter into
this consulting agreement and to perform the obligations and provide the
services referred to in this consulting agreement, Consulting Company, or its
assignee, will be nominated to receive a grant of warrants to purchase 100,000
shares of Base Ten Class A Common Stock, subject to approval of Base Ten's Board
of Directors (the "Board"). The exercise price of the warrants will be set at
the closing price on the last trading day immediately preceding the date of
approval of this consulting agreement by the Board.
5. Confidentiality
Consulting Company, including without limitation its officers,
directors, partners, shareholders, employees and managing director (including
Consultant), agrees to maintain as confidential and not to disclose to others
during or subsequent to performing services pursuant to this consulting
agreement, nor make use of for any purposes, any information disclosed to it
directly or indirectly by Base Ten and any information developed by it for Base
Ten in the performance of services pursuant to this consulting agreement except
any information which has been publicly disclosed by Base Ten. Consulting
Company, including without limitation its officers, directors, partners,
shareholders, and employees (including Consultant), agrees not to, directly or
indirectly, remove or retain any figures, calculations, letters, papers,
documents, instruments, drawings, designs, programs or any copies thereof, or
any information of any type or description, however such information might be
obtained or recorded and on whatever medium such information may be contained,
arising out of or in any way relating to the business of Base Ten or obtained as
a result of or in connection with Consultant's prior consultancy with Base Ten
or Consulting Company's current consultancy pursuant to this consulting
agreement.
6. Non-Competition; Non-Solicitation
Consulting Company, including without limitation its officers,
directors, partners, shareholders, employees and managing director (including
Consultant), agrees not to accept employment with, serve as a consultant to, or
act as officer, partner, principal or otherwise to, or invest in more than 10%
of the securities of, any other company (including without limitation POMS
Corporation and Propack Data GmbH) or other entity whose products or services
compete directly or indirectly with products or services offered by Base Ten for
a period of six months following the termination of this consulting agreement.
Consulting Company, including without limitation its officers,
directors, partners, shareholders, employees and managing director (including
Consultant), agrees that for a period of twenty-four months following the
termination of this consulting agreement not to (a) solicit any employee of Base
Ten to leave such employ to enter into employment with Consulting Company or
with any person, firm or corporation with which Consulting Company or Consultant
are then associated, and (b) solicit or handle on Consulting Company's own
behalf or on behalf of any other person, firm or corporation, the business
operations of any person or entity which is a client of Base Ten at the time of
such termination, which was a client or a potential client of Base Ten at any
time during the one-year period prior to the date of termination.
7. Termination
Base Ten may terminate this consulting agreement by giving thirty
days prior written notice to Consulting Company; Consulting Company may
terminate this consulting agreement by giving three months prior written notice
to Base Ten. Consulting Company will be entitled to receive six months of
consulting fees (3,900,000 Belgian francs) and any outstanding commissions and
unreimbursed expenses, whether pursuant to this consulting agreement or any
other applicable legal provision, solely in the event that this consulting
agreement is terminated by Base Ten without cause prior to the end of the then
existing term or if Base Ten does not renew the then current term of this
consulting agreement. If Base Ten terminates this consulting agreement for
cause, or if Consulting Company terminates this consulting agreement for any
reason, Consulting Company shall not be entitled to receive any amounts or
benefits from Base Ten pursuant to this consulting agreement or otherwise. For
purposes of this consulting agreement, `cause' shall mean, (i) Consulting
Company's or Consultant's willful failure to perform the consulting duties
pursuant to this consulting agreement, (ii) Consulting Company's or Consultant's
engagement in willful gross misconduct or willful gross neglect in carrying out
its consulting duties pursuant to this consulting agreement, (iii) Consulting
Company's or Consultant's engagement in an activity that constitutes a crime or
offence involving moral turpitude, or (iv) Consulting Company's or Consultant's
engagement in any activity that constitutes embezzlement, theft, fraud or
similar criminal conduct. No termination of this consulting agreement for cause
shall be effective unless the provisions set forth in the following three
sentences shall have been complied with. Base Ten shall give Consulting Company
written notice of its intention to terminate this consulting agreement for
cause, such notice (x) to state in detail the particular circumstances that
constitute the grounds on which the proposed termination for cause is based and
(y) to be given no later than 90 days after the Board is first advised of such
circumstances. Consulting Company shall then be entitled to a hearing before the
Board to be held within 20 days of its receiving such notice. If, within seven
days following such hearing, Base Ten gives written notice to Consulting Company
confirming that, in the reasonable good faith judgment of at least a majority of
the members of the Board, cause for termination on the basis set forth in the
original notice exists, this consulting agreement shall thereupon be terminated
for cause.
8. Assignment
Consulting Company's duties or obligations under this consulting
agreement are not assignable by Consulting Company. Base Ten may assign its
rights under this consulting agreement.
9. Applicable Law
This consulting agreement shall be governed by the laws of the State
of New Jersey.
10. Termination of Related Agreement
Reference is made to the consulting agreement dated June 3, 1996
between Base Ten and Consultant, in his individual capacity. Consultant is a
party to this consulting agreement in his individual capacity solely to
acknowledge and agree that upon the effectiveness of this consulting agreement,
the consulting agreement dated June 3, 1996 between Base Ten and Consultant
shall be terminated and Base Ten shall have no further obligations to Consultant
thereunder.
IN WITNESS WHEREOF, the parties have executed this consulting
agreement as of the day and year first set forth above.
BASE TEN SYSTEMS, INC.
XXXXXX X. XXXXXXX
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By: Xxxxxx X. Xxxxxxx
Chairman, President and
Chief Executive Officer
EURISKO
XXXX XXXXXXXXXXXX
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By: Xxxx Xxxxxxxxxxxx
Title:
INDIVIDUALLY AND SOLELY
WITH RESPECT TO PARAGRAPH 10:
XXXX XXXXXXXXXXXX
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XXXX XXXXXXXXXXXX
ATTACHMENT A
1999 Commission Plan
