Contract
Exhibit 10.8
Agreement
(this “Agreement”) dated as of June 30, 2017 (the
“Effective Date”), by and between root9B Holdings,
Inc., a Delaware Corporation (the “Company”) and Xxxxxx
X. Xxxxx, Xx. (“Xxxxx”).
WHEREAS,
the Board of Directors (the “Board”) of the Company
have elected Xxxxx the non-executive chairman of the Board;
and
WHEREAS,
Xxxxx has agreed to become the non-executive chairman of the Board
based on the terms and conditions set forth herein as of the
Effective Date.
NOW
THEREFORE, in consideration of the terms and conditions described
in this Agreement the parties hereby agree as follows:
1.
Xxxxx
agrees to become the non-executive chairman of the Board, subject
to the terms and conditions set forth in this
Agreement.
2.
Xxxxx
shall perform such duties as non-executive chairman as may be
required by the Board and the Company.
3.
The
term of this Agreement will be one year, unless earlier terminated
by the Board.
4.
During
the term, the Company will provide Xxxxx with the following
consulting fees and other reimbursements.
4.1
The
Company will pay Xxxxx $120,000 per annum as a 1099 independent
contractor, payable at the rate of $10,000 per month.
4.2
Xxxxx
shall be entitled to receive up to $8,000 as reasonably determined
by the officers and directors of the Company for the reimbursement
of administrative expenses incurred in connection with his
position, which expense reimbursement will be applied to, among
other things, office space provided to the Company and other
business expenses. Xxxxx agrees to provide an office for officers
or employees of the Company that do business in New York City or
the surrounding area.
4.3
Xxxxx
shall not be entitled to participate in any benefit plans offered
by the Company and is eligible for COBRA effective June 1,
2017.
000 X. Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000
xxx.xxxx0XXxxxxxxx.xxx
5.
Neither
the Company nor Xxxxx may assign this Agreement, except the Company
may assign this Agreement in with the sale or other disposition of
all or substantially all of its assets and business.
6.
This
Agreement, constitutes and embodies the full and complete
understanding and agreement of the parties and supersedes all prior
understandings and agreements. This Agreement may be amended,
modified or changed only by an instrument in writing signed by the
Company and Xxxxx. The invalidity or partial invalidity of one or
more provisions of this Agreement will not invalidate any other
provision of this Agreement.
7.
All
notices or other communication, required or permitted under the
Agreement will be in writing and will be deemed to have been given
where delivered personally, by private overnight delivery service
to the party at the address on the signature page or to such other
address as either party may give notice of in accordance with the
provision of this section.
8.
This
Agreement will be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to such
State’s conflicts of laws and provisions. Each party consents
to the jurisdiction of the federal and state courts located at the
County of New Castle and the State of Delaware.
9.
This
Agreement may be executed in counterparts including those required
and delivered by electronic means, each of which will be deemed an
original, but all of which together will contribute one of the same
instruments.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
By: /s/Xxx
Wachtler________________
Xxx
Xxxxxxxx, President
000
X Xxxxxxxx Xxxxxx
Xxxxxxx,
XX 00000
By: /s/ Xxxxxx X. Xxxxx,
Xx._________
Xxxxxx
X. Xxxxx, Xx.
000 X. Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000
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