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EXHIBIT 10.3
CONSULTING AGREEMENT
1. This Consulting Agreement is entered into between Xxxxxx Xxxxxx
("Consultant") and XXXX Technology, Inc. ("XXXX").
2. Consultant agrees to provide consulting services to XXXX on an as
needed, and, except as expressly provided in Section 3 below, non-exclusive and
non-full-time basis by Consultant as an Independent Contractor for a term of
twelve months (the "Term"), commencing January 1, 1999. Consultant shall perform
any such consulting services in a diligent, competent and timely manner.
3. From January 1, 1999 through April 22, 1999 (the "Initial Period"),
Consultant shall devote such time during and outside normal business hours for
the purpose of performing the tasks identified in general and within the time
limits specified on Exhibit A (the "Required Activities"). Exhibit A also sets
forth the approximate number of hours that XXXX and Consultant currently believe
will be required for Consultant to satisfactorily complete the Required
Activities. Following completion of the Required Activities to the reasonable
satisfaction of XXXX, Consultant shall be reasonably available for consulting
with XXXX at such times both during and outside of normal business hours as XXXX
may reasonably require, subject, however, to Consultant's prior business and
professional commitments, vacation plans and absences due to illness or injury.
Such consulting services shall be provided in such manner and at such locations
(including by telephone) as will least inconvenience Consultant. Consultant
shall be responsible for determining the location at which and the manner in
which the consulting services will be provided.
4. For the consulting services to be performed by Consultant with respect
to the Required Activities, or as otherwise reasonably requested during the
Initial Period, XXXX shall pay Consultant a flat fee of $33,000, payable in four
equal monthly installments of $8,250. XXXX shall make such payments on or
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before the 10th day of February through May, 1999. For any other consulting
services performed by Consultant at XXXX'x request after the latter of
completion of the Required Activities or the Initial Period, XXXX shall pay
Consultant an hourly rate equal to $100.00. Unless other arrangements are made
with XXXX, Consultant shall invoice XXXX on a monthly basis for such other
consulting services rendered to XXXX pursuant to this Agreement. XXXX shall
reimburse Consultant for all reasonable and documented out-of-pocket expenses,
including but not limited to expenses for travel, if any, incurred in connection
with any consulting services rendered pursuant to this Agreement. Any expenses
in excess of $1,000 must be approved in advance by XXXX'x President, Chief
Financial Officer or their respective designees.
5. XXXX shall also pay Consultant a bonus equal to $27,000. Such bonus
shall be paid in full on April 22, 1999, provided that the Required Activities
have been completed to the reasonable satisfaction of XXXX'x President or his
designee.
6. Consultant agrees that when this consultancy with XXXX ends or at any
time upon XXXX'x request, Consultant will immediately deliver to XXXX any
documents or materials of whatever nature relating to XXXX which Consultant
acquired during the period of the consultancy or are otherwise in Consultant's
possession.
7. Consultant agrees that during the period of this consultancy and
thereafter, not to use or disclose confidential trade secret or confidential
information of XXXX and not to disparage XXXX or any officer, director,
shareholder, employee or affiliate of XXXX or otherwise make statements which
could injure the personal or business reputation of any of them.
8. This Agreement may be terminated by XXXX upon thirty days written notice
to Consultant, although such termination shall not relieve XXXX of the
obligation to make the bonus payment to Consultant provided for in paragraph 5.
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9. This Agreement is in addition to any other agreements which may exist
between Consultant and XXXX and shall not be deemed to supercede or replace any
other written Agreement between the parties. This Agreement, however, does
constitute the entire Agreement of the parties with respect to consulting
obligations. There are no other agreements, written or oral, express or implied,
between the parties, concerning consulting arrangements. This Agreement may be
amended only by an agreement in writing.
10. Consultant shall be liable for all federal, state or local income taxes
with regard to any taxable benefit or payment conferred by this Agreement and
shall indemnify the Company with regard to any such taxes. XXXX may, however,
withhold taxes to the extent it determines that such withholding is required.
Executed as of the first day of January, 1999 in Austin, Texas.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx Xxxxxx
XXXX Technology, Inc.
By: /s/ Xxxx X. Xxxxxxx
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Its: President and Chief Executive Officer
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