EXHIBIT 10.19
[Renaissance Solutions Letterhead]
July 17, 1996
Xxxxxxxxx Xxxx X. Xxxxxxx
000 Xxxxxx Xxxxx Xxxx
Xxxxxx, XX 00000
Subject: Faculty Consulting Agreement, 1996-1997
Dear Xxxx:
1. Introduction
Renaissance Solutions, Inc. (RSI) is a professional service organization that
provides innovative solutions to leading edge problems for world-class clients.
Our strategy requires us to stay at the leading edge in our target market
niches;
. Performance Measurement
. Strategic Management Process
. Organization Learning
. Knowledge Management
If we succeed, we are able to create economic leverage, both for our clients and
ourselves.
Over the years, through our personal roots and associations, we have found that
strong relations with the faculty of leading universities help to xxxxxx the
innovation which is so important to us. We have also found that such relations,
if managed properly, can meet a range of professional and economic objectives
for the faculty member as well.
Our goal at Renaissance is to build relations with a small number of faculty
members like yourself, whose professional interests are closely aligned to ours.
The relations will be built on approaches which create professional and economic
benefits for both parties.
2. Objectives
The objectives for this agreement are several:
. Leverage you, as a continuing source of stimulation and
ideas for our clients and products.
. Create a source of marketing referrals from you which
RSI can convert to revenue.
. Provide a vehicle to implement your ideas and approaches
in our client organizations.
. Permit you to achieve economic benefit from the
execution of your work or association.
3. Compensation
A. Fee for Service Compensation
You would be paid your normal consulting per diem rates for participation in
conferences, research programs and billable client engagements. Compensation
will be paid on a quarterly basis based on xxxxxxxx collected during that
period.
B. Referral Fees
RSI will pay to you a "referral fee" on all client billable work obtained by RSI
primarily as a result of your direct referral, according to the following
schedule:
. 5% of the professional fees on the first $1,000,000
collected from the client; 3.5% on the second $1,000,000
collected from the client; and 2% thereafter.
The referral fee will be paid on all professional fees collected from that
client/division during the two-year period following the referral. No referral
fee would be paid thereafter. All referral fees will be paid on a quarterly
cycle based on collections made during that quarter. This referral fee only
applies to an engagement greater than $100,000.
C. Attribution for Joint Method/Product Development
Our goal is to work with you to jointly develop methodologies and/or products
related to the faculty member's areas of special knowledge. When new
methodologies are developed with you which are imbedded, but independent of
other RSI methods, RSI will provide attribution to the faculty member as
follows:
. when annual revenues from the new methodology/product
reach a level of $2 million per year, options on 5,000
shares of RSI (at current market prices) would be
awarded;
. when annual revenues from the new methodology/product
reach a level of $5 million per year, options for
additional 10,000 shares of RSI common stock (at current
market prices) would be awarded;
. 10,000 additional options would be awarded for each $5
million increase in annual revenues.
These unique new methodologies would be the exclusive property of RSI.
4. Exclusivity
RSI will be the sole consulting firm with which you will contract and work with
respect to such joint PI Method/Product Development created under section 3.
5. Confidentiality
During the course of this relationship, it is expected that RSI will furnish you
with some of RSI's Confidential Information. This includes information
regarding the business and procedures of RSI, RSI's consulting methodologies and
attendant tools, lists of RSI clients, RSI employees, access to RSI's Voice Mail
System and other trade secrets or confidential and proprietary information for
RSI or its clients. You agree not to use such Confidential Information at any
time in the future, whether or not protected by trade laws, for any purpose
other than your engagement under this agreement, unless authorized in writing by
RSI to do so. You also agree to return promptly all written Confidential
Information (in whatever form furnished) without retaining copies or extracts
thereof when association with RSI has ended or as otherwise requested by RSI.
Additionally, when you are working with methodologies and tools proprietary to
RSI, you will review and gain approval from RSI for any publications associated
with work so that you do not inadvertently disclose any trade secrets.
For purposes of this Agreement, the term Confidential Information does not
include any information which is available generally to the public by means of
proper disclosure by someone other than you. Nor does it include information
which you have developed or will develop without assistance from RSI.
6. Entire Agreement
This is the entire agreement between RSI and you. Any changes are to be in
writing and based upon our mutual agreement.
7. Termination
This agreement shall continue unless terminated by either party upon not less
than 90 days written notice to the other.
AGREED TO AND ACCEPTED AS OF THIS 22ND DAY OF JULY, 1996.
Renaissance Solutions, Inc.
By: /s/ Xxxxxx X. XxXxxxxx By: /s/ Xxxx X. Xxxxxxx
------------------------ ------------------------
Xxxxxx X. XxXxxxxx Xxxx X. Xxxxxxx
Vice President, Chief Financial
Officer and Chief Operating Officer
