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EXHIBIT 10.3
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated July 3, 2001 between Safeguard Scientifics,
Inc. ("Company"), and Xxxxxxx X. Xxxx, Xx. ("Consultant").
WHEREAS, it is the mutual desire of the Company and Consultant
that Consultant provide consulting services to the Company on the terms
and conditions set forth below:
1. Services. Company retains Consultant to serve as Acting
Chief Executive Officer of the Company upon the terms and conditions set forth
below. Consultant shall report to the Board of Directors of the Company. The
Consultant will devote such time to the consulting activities covered hereby as
is needed on a day-to-day basis, not to exceed in any event 30 hours per week.
7. Term. This Agreement shall commence on April 11, 2001 and
shall continue until terminated by either party on 30 days prior notice.
3. Compensation. For all duties rendered by Consultant
hereunder, Company shall pay Consultant a consulting fee of $5,000 per week,
payable semi-monthly on the Company's normal payroll dates. In addition, to the
extent the Company achieves the performance milestones established by and as
determined by the Compensation Committee of the Board of Directors of the
Company in its sole discretion, Consultant will receive a performance bonus
equal to $130,000 payable in one lump sum no later than March 15, 2002. For so
long as Consultant remains a member of the Board of Directors of the Company,
Consultant shall continue to receive any and all Board of Director fees, option
grants and Board of Director expenses.
4. Options. Consultant shall be granted an option (the
"Option") to purchase 100,000 shares of common stock of the Company pursuant to
the Company's 1999 Equity Compensation Plan. The Option shall have an exercise
price equal to the average of the high and low sales price on June 19, 2001,
being the date the Option grant was approved by the Compensation Committee of
the Board of Directors of the Company, and shall be immediately exercisable and
remain exercisable throughout the term of this Agreement and for a period of
four years after termination of this Agreement, but in no event shall the Option
be exercisable after June 19, 2005.
5. Expense Reimbursement. During the term hereof, the Company
shall reimburse Consultant for all ordinary and necessary travel, lodging and
related expenses incurred by him with the prior approval of the Company in
connection with the performance of his services hereunder. Such payments shall
be made by the Company upon submission by Consultant of vouchers itemizing such
expenses in a form reasonably satisfactory to the Company.
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6. No Additional Benefits. Consultant shall not be entitled to
participate in any of the benefit, welfare, bonus or incentive plans maintained
by the Company for its employees.
7. Nondisclosure of Confidential Information Concerning
Business. In his capacity as Consultant, Consultant may acquire from the Company
and/or develop for the Company information respecting inventions, products,
designs, methods, know-how, techniques, systems, processes, software programs,
other technical information, works of authorship, customer lists, financial
information, operation, costs, business plans, projects, plans and proposals)
which is considered proprietary and confidential in nature ("Confidential
Information"), and Consultant will use all reasonable precautions to maintain
the confidentiality of such Confidential Information and will not use for his
personal benefit or the benefit of any other person, or publish or disclose to
third parties, any such Confidential Information during the term of this
Agreement or thereafter except in performing his duties under this Agreement.
Consultant acknowledges that the Confidential Information is a special, valuable
and unique asset of the Company.
8. Notices. Any notice pursuant to this Agreement shall be in
writing and shall be deemed given if delivered personally or sent by guaranteed
overnight delivery service or registered or certified mail to the following
addresses:
If to Consultant: Xxxxxxx X. Xxxx, Xx.
000 Xxxxxx Xxxx
Xxxxxx, XX 00000
If to the Company: Safeguard Scientifics, Inc.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Attn: General Counsel
or to such other addresses as either party may designate to the other in
writing.
9. Assignments. Consultant shall not assign this agreement or
subcontract any of the work, labor or services to be performed by Consultant
hereunder without the Company's prior written consent.
10. Independent Contractor. In connection with this
engagement, Consultant is acting as an independent contractor and not in any
other capacity.
11. Company Property. All files, records, documents, and other
materials relating to the business of the Company, whether prepared by
Consultant or otherwise coming into his possession, shall remain the property of
the Company during the term of this Agreement
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and thereafter. Upon termination of this Agreement for any reason, Consultant
shall promptly return to the Company all such materials and all copies thereof
to the Company.
12. Waiver. The waiver by either party of a breach or
violation of any provision of this Agreement shall not constitute or be
construed as a waiver of any subsequent breach or violation of that provision or
as a waiver of any breach or violation of any other provision.
13. Integration and Amendment. This Agreement contains the
entire understanding of the parties hereto with respect to the subject matter
hereof and supersedes all prior communications and agreements. This Agreement
and the provisions hereof may not be changed, waived or extended orally but only
by an agreement in writing signed by the party against whom enforcement of any
waiver, change, extension is sought.
14. Governing Law. This Agreement and all rights and
obligations of the parties hereunder shall be governed by and be construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania.
Consultant hereby consents to the jurisdiction of the courts of such
commonwealth in any action or proceeding which may be brought against it under
or in connection with this Agreement, and in the event any such action or
proceeding shall be brought against it, Consultant agrees not to raise any
objection to such jurisdiction or to the laying of the venue thereof in such
state.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the date first written above.
/s/ XXXXXXX X. XXXX, XX.
Xxxxxxx X. Xxxx, Xx.
Safeguard Scientifics, Inc.
By: /s/ XXXXX X. XXXXXXXX
Name: Xxxxx X. Xxxxxxxx
Title: President
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