EXHIBIT 10.5
CONSULTING AGREEMENT
This Consulting Agreement between Wasatch Capital Corporation
("Consultant") and Innovative Valve Technologies, Inc. ("Invatec") is entered
into March 27, 1997, effective as of the first day of the month (the
"Commencement Date") in which Invatec closes its initial public offering of its
Common Stock (the "IPO").
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants
and conditions set forth herein and the performance of each, it is hereby agreed
as follows:
1. DUTIES.
(a) Invatec hereby engages Consultant to assist Invatec in (1)
evaluating acquisition opportunities, (2) reviewing acquisition
strategies, (3) meeting with acquisition candidates, and (4) such
other matters necessary to accomplish the above.
(b) Consultant shall perform such duties, assume responsibilities
and devote such time, attention and energy to the above as Invatec
shall reasonably require.
(c) All services performed by Consultant shall be performed either
by or under the direction of Xxxxxxx X. Xxxxx.
2. COMPENSATION. For all services rendered by Consultant to Invatec,
Invatec shall the Consultant as follows:
(a) BASE COMPENSATION. The base compensation payable to Consultant
shall be $100,000, $80,000, and $60,000 for each of the first three
years of this Consulting Agreement, respectively, payable in 12
equal monthly payments at the end of each month beginning with the
month in which Invatec closes the IPO. Thereafter, Consultant shall
receive $60,000 per year payable monthly at the end of each month.
(b) BONUS. Consultant shall be entitled to receive such bonuses as
are recommended by the President of Invatec and consented to by the
Executive Committee of the Board of Directors of Invatec for the
successful completion of projects.
(c) EXPENSES. Invatec shall reimburse Consultant for all ordinary
and necessary business expenses lawfully and reasonably incurred by
Consultant in the performance of his services. All reasonable
expenses shall be appropriately documented in reasonable detail by
Consultant upon submission of any request for reimbursement.
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3. TERM; TERMINATION. The term of this Consulting Agreement shall begin on
the Commencement Date and continue for a period of three years. Thereafter, this
consulting Agreement shall automatically renew for additional one year periods
unless either party gives the other party 60 days written notice of termination
prior to the end of the then current term. Upon termination, Consultant shall be
entitled to receive all compensation earned under the Consultant Agreement to
the end of the then current term.
4. TAXES. It is mutually understood and agreed that in the performance of
its services under this Consulting Agreement, Consultant is at all times
performing its services as an independent contractor, and it acknowledges that
it is responsible for payment of its estimated federal income taxes and social
security taxes. Further, Consultant will comply with all taxing authorities,
regulation and laws, both State and Federal.
5. COMPLETE AGREEMENT. There are no oral representations, understandings
or agreements with Invatec or any of its officers, directors or representatives
covering the same subject matter of this Agreement. This written agreement is
the final, complete and exclusive statement and expression of the agreement
between Invatec and Consultant and of all the terms of this Agreement.
6. NOTICES. Whenever any notice or payment is to be made or required
hereunder, it shall be given to the address as follows:
To Invatec, Inc.: 00000 Xxxxxxx Xxxxx
Xxxxx X-000
Xxxxxxx, Xxxxx 00000
If to Consultant: 0000 Xxxxxx
Xxxxxxx, Xxxxx 00000
7. GOVERNING LAW. This Consulting Agreement shall in all respects be
construed according to the laws of the State of Texas.
WASATCH CAPITAL CORPORATION INNOVATIVE VALVE TECHNOLOGIES, INC.
By:________________________ By:_______________________________
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