CONSULTING AGREEMENT AMENDMENT
Exhibit 10.02
CONSULTING AGREEMENT
AMENDMENT
THIS
CONSULTING AGREEMENT AMENDMENT (the "Amendment") is made as of this 1st day of
May, 2009 between MedClean Technologies, Inc. (formerly Aduromed Corporation,
the “Company“) and E4 LLC, a Florida based company (the
"Consultant").
WITNESSETH THAT:
WHEREAS,
the Consultant and the Company have entered into that certain Consulting
Agreement, dated August 4, 2008 (the “Agreement”); and
WHEREAS,
the Company and the Consultant now wish to make certain modifications to such
Agreement;
NOW,
THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Company and the
Employee hereby agree as follows:
1. Section
3.
Section
3 of the Agreement is hereby amended to read, in its’ entirety,
as follows:
“3. COMPENSATION and
PAYMENT TERMS
Compensation for services provided by
the Consultant will be as follows:
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For the period from May 1, 2009
through December 31, 2009, $48,000, payable monthly in the months of September,
October, November and December 2009; and $72,000.00 per quarter thereafter, payable
quarterly in advance commencing on January 1, 2010. Said payment is to be wired per
instructions to be provided.
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Consultant is eligible for
incentive compensation to be determined by the
board of
directors.
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All Out-of-pocket costs will be
invoiced at the end of each month and payment for said invoices will be
net 15 days.
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If, during the term of this Agreement,
Consultant should fail to perform his duties hereunder on account of (i)
physical or mental illness or other incapacity which Customer shall in good
faith determine renders Consultant incapable of performing his duties hereunder,
and such illness or other incapacity shall continue for a period of more than
six (6) consecutive months ("Disability"), or (ii) death of the Consultant,
Customer shall have the right, on written notice delivered to Consultant to
terminate this Agreement. During the period that Consultant shall have been
incapacitated due to Disability or upon his death, Consultant shall continue to
receive his full compensation provided for in this Section 3 until the date of
termination specified in such written notice (“Date of Termination”). On the
Date of Termination Customer shall pay to Consultant or his estate in a lump sum
an amount equal to all remaining unpaid compensation payable under this Section
3 for the full period through the Date of Termination. In addition, Customer
shall pay to Consultant compensation payable under this Section 3 for a full one
(1) year period commencing on the Date of Termination, such compensation to be
paid in accordance with the payment schedule set forth above during the course
of such additional one year period. In addition, on such termination, all of
Consultant's unvested options, warrants and rights relating to capital stock of
Customer shall immediately vest and become exercisable. The term of any such
options, warrants and rights shall be extended to the fifth anniversary of the
Date of Termination.”
2. Section 9.3
Section 9.3 of the
Agreement is hereby amended to read, in its’ entirety, as
follows:
“9.3 Either Party shall have the right
to terminate this Agreement in the event of a breach of a material provision of
this Agreement by the other Party, upon one day written notification and a
thirty (30) day “Cure Period”.
In the event (i) of a material breach by
“Customer” that is not remedied within the thirty (30) day “Cure Period” or (ii)
the Company files a petition in bankruptcy, becomes insolvent or otherwise
publicly admits its inability to pay its debts as they become due, then
“Customer” agrees to pay the “Consultant” within fifteen days all fees including
stock that are payable for the entire agreement per paragraph 3. In addition,
“Consultant” shall be provided the full amount of the shares due per the
agreement and vesting of all remaining unvested options will be accelerated and
said vested options may be sold by the “Consultant” at the value contemplated as
part of the change of control and, or sales transaction should such transaction
occur.
In the event of a material breach by
“Consultant” that is not remedied within the thirty (30) day “Cure Period” then
“Customer” agrees to pay the “Consultant” within fifteen days all fees that are
payable per paragraph 3 through the end of the “Cure Period”. The “Consultant”
shall retain the stock earned and options vested to the end of the “Cure
period”.”
3. Options. The Company
hereby agrees to issue to Consultant as of the date hereof a five year option
for the purchase of 100,000,000 shares of the Company’s Common Stock at an
exercise price of $0.004 per share, which option shall be immediately
vested.
4. Option Repricing. The Company will
cause all options and warrants previously issued to Consultant in connection
with Consultant’s services to the Company to be repriced effective May 1, 2009
with a new exercise price of $0.004 per share.
5. Agreement to Remain in
Effect.
Except as amended and modified herein,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have
executed and delivered this Consultant Agreement Amendment as of the day and
year set forth above.
| MEDCLEAN TECHNOLOGIES, INC. a Delaware corporation | ||||
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By:
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/s/ Xxxxx Xxxxxxxx | ||
| Name: Xxxxx Xxxxxxxx | ||||
| Title: President and CEO | ||||
| E4 LLC | ||||
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By:
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/s/ Xxxxxx Xxxxxxxx | |||
| Name: Xxxxxx Xxxxxxxx | ||||
