EXHIBIT 10.9
PROFESSIONAL SERVICES AGREEMENT
A. PARTIES
The four parties are Rose & Xxxxxxx, Ltd., a closely held Kansas
corporation at 000 X. Xxxxxxx Xxxxxx in Xxxxxxx, XX 00000-0000, and its
predecessor (Rose & Xxxxxxx); Helisys, Inc., a publically listed Delaware
corporation at 00000 Xxxxxxx Xxxxxx in Xxxxxxxx, XX 00000 and its predecessors
(Helisys); Xxxxxx X. Xxxxxxx (Xxxxxxx); and Xxxxxxx Xxxxxx (Xxxxxx).
B. BACKGROUND
Rose & Xxxxxxx began supplying consulting services to Helisys in 1985
and initially accepted stock in lieu of customary consulting fees; it is a
Helisys shareholder. In March, 1996, Helisys completed its initial public stock
offering.
Xxxxxx invented the technology made and sold by Helisys. He has been
the president and major shareholder of Helisys since 1985, as well as on the
Helisys board of directors (Board).
Xxxxxxx, part owner and employee of Rose & Xxxxxxx, has been a
management consultant since 1969 to, primarily, large corporations, institutions
and government agencies. He is a degreed engineer, a former business school
professor, an active Kansas lawyer, an experience board member, and a Board
member since 1985.
C. INTENT
Each party wants (1) to have Xxxxxx and Xxxxxxx on the Board, and (2) to
retain Xxxxxxx, through Rose & Xxxxxxx, as a consultant to Helisys.
D. RESPONSIBILITIES OF THE PARTIES
1. Xxxxxx and Rose & Xxxxxxx agree to vote for Xxxxxx and Xxxxxxx to be on the
Board.
2. Xxxxxxx agrees to be an employee of Rose & Xxxxxxx, and not of Helisys.
3. Rose & Xxxxxxx agrees to make Xxxxxxx available to Helisys for forty-five to
fifty (45-50) days each year during the term of this agreement, targeted at 75%
or more in Torrance, for (i) consulting and (ii) Board membership, if elected.
Consulting includes senior management personal advice, counseling and guidance;
advice to increase the effectiveness and/or efficiency of existing Helisys
processes; management responsibilities; and responsibility for special projects
to alter existing Helisys operations or perform rate or one-time events. The
parties stipulate that Rose & Xxxxxxx has provided effective consulting services
to Helisys in all these areas since 1985, and that Xxxxxxx has been an effective
Board member since 1985. Xxxxxxx agrees to communicate regularly with Xxxxxx on
Helisys matters; in general this means at least on a weekly basis when Xxxxxxx
is not in Torrance.
PROFESSIONAL SERVICES AGREEMENT -- PAGE 2
4. Helisys agrees to (i) assign specific consulting tasks to Rose & Xxxxxxx and
(ii) provide Rose & Xxxxxxx with an office with desk, telephone, files, computer
network access and supplies to facilitate the accomplishment of these tasks.
5. Rose & Xxxxxxx agrees to, each month: (i) report Xxxxxxx'x planned dates to
be in Torrance for four months in advance; (ii) briefly summarize its activities
for Helisys each month; and (iii) suggest the plan of activities for the
following month to Helisys.
6. Rose & Xxxxxxx agrees to invoice Helisys for expenses and fees at the end of
each month.
7. Helisys agrees to pay Rose & Xxxxxxx invoices within thirty (30) days of
invoice date and pay one percent per month (12% per year) of invoiced amounts
unpaid after thirty days.
D. EFFECTIVE DATE AND TERM
This agreement shall be effective April 1, 1996 and continue through
December 31, 1997 unless sooner terminated by mutual agreement of the parties.
E. RENEWAL
Unless written notice of termination is provided by restricted mail, return
receipt requested, by any two parties to the other two parties prior to
September 1, 1997, this agreement shall be renewed for an additional year. Once
renewed, it shall be renewed annually thereafter unless such termination notice
is provided prior to September 1.
F. CONSIDERATION
1. Expenses
Helisys shall reimburse Rose & Xxxxxxx'x actual costs of communications,
travel, meals, lodging, research, special training programs, project clerical or
temporary labor, and so forth incurred during Helisys work. Rose & Xxxxxxx shall
obtain advance approval for unusual costs, including labor rates of al project
clerical or temporary personnel, to be invoiced to Helisys.
2. Professional Fees
The Rose & Xxxxxxx monthly fee during the Helisys fiscal year ending July
31, 1996, shall be $6,000; during each subsequent Helisys fiscal year the
monthly fee shall be increased proportionally with the August-to-August
increase in the salary pool of Xxxxxx and his same (or successor) direct
reports in order to have a valid comparison. Any bonus, commission or other fee
payment motivated by Rose & Xxxxxxx services, shall, if paid, also be paid to
Rose & Xxxxxxx.
PROFESSIONAL SERVICES AGREEMENT - PAGE 3
Should Helisys impose a general salary reduction on its then-employed
workforce, including all its executives and managers, as a consequence of the
general financial hardship of Helisys, the Rose & Xxxxxxx fees shall also then
be reduced by the same proportion and for the same length of time.
G. SEVERABILITY, INTERPRETATION AND CHANGES
1. Should any portion of this agreement be found non-binding for any reason,
that shall not affect any other portion, and all other portions shall continue
to bind the parties.
2. Changes to this agreement shall be made only by dated written amendment
signed by duly authorized representatives of the parties. The fact that any
party takes any action which is or seems to be inconsistent with this agreement
but which has been or seems to have been accepted by any other party shall not
act as or be interpreted as a constructive or actual change to this agreement
absent a written, signed, dated amendment.
THIS AGREEMENT IS ACCEPTED BY THE PARTIES AS BINDING UPON THEMSELVES, THEIR
HEIRS, SUCCESSORS AND ASSIGNS THIS 7th DAY OF MARCH, 1996, AND EACH PARTY HEREBY
ACKNOWLEDGES RECEIPT OF A SIGNED ORIGINAL.
/s/ X. XXXXXX
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Helisys, Inc. by
Xxxxxxx Xxxxxx, President
/s/ XXXXXX X. XXXXXXX
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Rose & Xxxxxxx, Ltd., by
Xxxxxx X. Xxxxxxx, President
/s/ XXXXXXX XXXXXX
----------------------------
Xxxxxxx Xxxxxx
/s/ XXXXXX X. XXXXXXX
----------------------------
Xxxxxx X. Xxxxxxx
[LETTERHEAD OF HELISYS]
August 6, 1996
Xxxxxx Xxxxxxx
Xxxx & Xxxxxxx Ltd.
000 X. Xxxxxxx Xxxxxx
Xxxxxxx, Xx. 00000-0000
Re: Professional Services Contract
As stated in the Professional Services Agreement effective April 1, 1996 between
Rose & Xxxxxxx Ltd. and Helisys, Inc. a Delaware Corporation, an adjustment in
the professional fees will be recalculated at the beginning of the new fiscal
year. This fee change will be effective August 1, 1996.
Several calculations have been made based on the terms of the agreement.
However, it has proven difficult to determine which employees and what salaries
are to be considered as part of the salary pool. In an effort to resolve them,
Helisys is offering to increase the monthly fee from $6,000 to $6,600 for fiscal
1997 (August 1, 1996 to July 31, 1997).
We would like you to officially accept the increase, if agreeable, in that it is
a change from the calculation process suggested in the Professional Services
Agreement.
Sincerely, Acceptance:
/s/ Xxxx Xxxxxxx /s/ Xxxxxx Xxxxxxx 8/13/96
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Xxxx Xxxxxxx Xxxxxx Xxxxxxx Date
Chief Financial Officer President
Rose & Xxxxxxx Ltd.
