CONSULTING AGREEMENT
This Agreement is made and entered into as of the 1st day of December,
1998, by and between Wolfgang Kossner ("Consultant"), an individual residing at
Schloss Freyenthurn, Klagenfurt Austria, and Eastbrokers International
Incorporated ("Company"), a Delaware corporation having offices at 00000 Xxxxx
Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000
WITNESSETH
WHEREAS, the Company wishes to retain the Consultant to render business and
financial advisory and consulting services on the terms and conditions herein
set forth; and
WHEREAS, Consultant wishes to render such service on the terms and
conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants agreements contained herein, the parties hereto agree as follows:
1. RETENTION. The Company hereby retains the Consultant, for the term
hereof (as set forth in Section 2), to act as Vice Chairman of the Board of
Directors of the Company. His responsibilities as such are to oversee and
implement strategy for the Company's operations in Europe. Mr. Kossner will be
responsible for representing the decisions of the Board of Directors at the
subsidiary operating entities.
2. TERM. The term of this Agreement shall commence as of January 1, 1999,
and shall continue for a period of twelve (12) months, terminating on December
31, 1999.
3. COMPENSATION.
3.1 The Company shall pay the Consultant compensation of 200,000 of
the Company's Class C Warrants, payable in equal installments on March 31, 1999,
June 30, 1999, September 30, 1999 and December 31, 1999. The value of the Class
C Warrants will be determined for compensation purposes using the Black Shole
method at the time of grant.
3.2 As additional compensation to the Consultant for his services
under the Agreement, the Consultant will receive a project success fees to be
determined.
4. REIMBURSEMENT FOR EXPENSES. The Company shall reimburse the Consultant
for all reasonable out-of-pocket expenses paid or incurred by him in the course
of his duties hereunder and approved in writing by the Company, upon
presentation by the Consultant of valid receipts or invoices thereof, utilizing
procedures as are reasonably established by the Company with regard to
reimbursement of employees and consultants for expenses.
5. TERMINATION OF SERVICES.
5.1 DEATH OR DISABILITY. This Agreement shall terminate upon the
death or disability of the Consultant. For purposes hereof, the term
"disability" shall mean physical or mental illness or injury which has prevented
the Consultant from performing his customary duties for the Company for a period
of (30) thirty consecutive days. In the event this agreement is terminated,
pursuant to this section, Consultant's estate shall be entitled to receive full
compensation and reimbursement of expenses as set forth in sections 3 and 4.
5.2 FOR "CAUSE". The Company shall have the right to terminate the
services of Consultant hereunder "for cause", as herein defined. The term "for
cause" shall mean:
(i) the commission by Consultant of an act of theft,
embezzlement, or fraud which is materially injurious to the Company or any
affiliate; or
(ii) the conviction of the Consultant in any jurisdiction
for a criminal offense constituting a felony.
5.3 WITHOUT CAUSE. In the event of the termination by the Company of
the Consultant's services under this Agreement prior to the scheduled expiration
date (as the same may be extended from time to time), for any reason other than
"for cause" pursuant to Section 5.2, the Consultant shall be entitled to the
remaining payments that would have otherwise been payable to the Consultant
under the terms of this Agreement had his services not been terminated.
6. INDEMNIFICATION. The Company shall indemnify and hold harmless the
Consultant, his heirs and legal representatives from and against all claims,
damages, losses, liabilities and expenses, including reasonable legal fees and
expenses (collectively "Losses"), arising out of or relating to his services
under this Agreement; provided, however, that the foregoing shall not apply to
the extent of any Losses resulting from the willful misconduct or negligence of
the Consultant. The Consultant shall indemnify and hold harmless the Company,
its officers, directors and agents, from and against all Loses arising out of
any misrepresentation made by the Consultant to any third party as to the scope
of his authority to act on behalf of or to bind the Company.
7. MISCELLANEOUS.
7.1 LEGAL RELATIONSHIP OF PARTIES. The Consultant shall render
services hereunder as an independent contractor and not as an employee and
nothing herein contained shall be deemed to constitute a partnership between or
a joint venture by the parties, nor shall anything herein contained be deemed to
constitute either the Consultant or the Company the agent of the other except as
is expressly provided herein.
7.2 NOTICES. All notices and communications hereunder shall be in
writing and delivered by hand or sent by registered or certified mail, postage
and other fees prepaid, return receipt requested, or by a nationally recognized
overnight delivery service. Such notice shall be deemed given when hand
delivered or three (3) business days after the date when mailed or one (1)
business day after delivery to an overnight delivery service.
7.3 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto with respect to the retention of the
Consultant by the Company during the term hereof, and the provisions hereof may
not be altered, amended, waived, terminated or discharged in any way whatsoever
except by subsequent written agreement executed by the party sought to be
charged therewith. This Agreement supersedes all prior agreements,
understandings and arrangements between the Consultant and the Company
pertaining to the subject matter hereof. A waiver by either of the parties of
any of the terms or conditions of this Agreement, or of any breach hereof, shall
not be deemed a waiver of such terms or conditions for the future or of any
other term or condition hereof, or of any subsequent breach hereof.
7.4 SEVERABILITY. The provisions of this Agreement are severable,
and if any provision of this Agreement is invalid, void, inoperative or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any circumstance, it shall nevertheless remain
applicable to all other circumstances.
7.5 SURVIVAL. The provisions of Section 6 shall survive any
termination of the Consultant's services under this Agreement.
7.6 MISCELLANEOUS. The Consultant shall be free to render service to
other persons or entities during the term of this Agreement so long as the same
do not unreasonably interfere with his services hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
EASTBROKERS INTERNATIONAL
INCORPORATED
/s/ Xxxxx X. XxXxxx
By:-----------------------------------
Xxxxx X. XxXxxx
CONSULTANT
/s/ Xxxxxxxx X. Kossner
--------------------------------------
Xxxxxxxx X. Kossner
