September 7, 1999
Xxxxxx Xxxxxx
000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: Consulting Agreement
Dear Stuart:
iParty Corp. ("iParty") would like to engage you as a consultant, on an
independent contractor basis. This Letter Agreement sets forth all of the terms
of our consulting agreement.
1. The term of the consulting period shall be three years, commencing as
of the date of this Letter Agreement (the "Consulting Period"); provided,
however, that this Letter Agreement may be terminated by either party upon 90
days written notice to the other party.
2. In consideration of the consulting services rendered by you, iParty
shall issue you options (the "Options"), subject to board approval, to purchase
a total of 100,000 shares of iParty Common Stock, par value $.001 per share (the
"Common Stock"); provided that you are still providing consulting services to
the iParty on each vesting date, the Options shall vest as follows: 33,334
Options shall vest on September 6, 2000; an additional 33,333 Options shall vest
on September 6, 2001; and the remaining 33,333 Options shall vest on September
6, 2002. The exercise price of the Options shall be $2.00.
3. iParty will reimburse you for all travel or other reasonable expenses
incurred in connection with your rendering consulting services for iParty.
4. You agree that, during the Consulting Period and for a period of six
months following the termination of the Consulting Period, you will not,
directly or indirectly, be employed by, or act as a consultant or lender to, or
be a director, officer, employee, owner or partner of, any other business or
organization that is or shall then be competing with iParty, provided that you
may own up to five percent (5.0%) of the outstanding capital stock of a
corporation, if, at the time of its acquisition by you, such stock is listed on
a national securities exchange, is reported on NASDAQ, or is regularly traded in
the over-the-counter market by a member of a national securities exchange.
5. You agree that all confidential information which you may now and/or
during the Consulting Period possess, obtain or create, relating to the business
of iParty or of any customer or
supplier of iParty shall not be published, disclosed, or made accessible by you
to any other person or entity without the prior written consent of iParty.
IN WITNESS WHEREOF, the parties have executed this Letter Agreement
as of the date first written above.
iPARTY CORP.
By: /s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx, CEO
ACCEPTED AND AGREED
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
