Exhibit 10.43
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement") is made effective
November 10, 2003, between SLS International, Inc. ("Client"), a Delaware
corporation whose principal place of business is Springfield, Missouri, and
Xxxxxxx X. Xxxxxxxxx ("Consultant") whose principal place of business is
Branson, Missouri.
RECITALS
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The Consultant through the expenditure of considerable money, time and
effort, has created and developed, and is continuing to improve an efficient
system for providing his services to the Client.
The Client desires to obtain the assistance of Consultant, and
Consultant is willing to provide such assistance, with respect to the services.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the sufficiency of which is hereby acknowledged by each of the
parties. The Client and Consultant hereby agree as follows:
1. SERVICES. Consultant shall provide Client with the following
services ("Services"):
(A) DISTRIBUTION ASSISTANCE: Consultant agrees to assist
Client in finding appropriate distribution channels for SLS products.
Should Client be successful in signing new distributors introduced by
Consultant, Client shall be paid as outlined in Section 4 below.
(B) MERGER AND ACQUISITION ASSISTANCE: Consultant agrees to
assist Client in finding appropriate target companies with which to
merge. Should Client be successful in merging with or acquiring a
Client introduced by Consultant, Client shall be paid as outlined in
Section 4 below.
2. INDEPENDENT CONTRACTOR. Consultant is providing the Services to
Client as an independent contractor on a non-exclusive basis. The Consultant has
no ability or right to bind the Client to any agreement or arrangement. The
Client may accept or reject, in its sole and absolute discretion, any
distribution or sales arrangement, or any merger, acquisition or other strategic
alliance, identified by Consultant hereunder.
3. TERM AND TERMINATION. This Consulting Services Agreement is for a
term of three (3) years following the date of this Agreement ("Term"); provided
that either party may cancel this Agreement for any reason upon thirty (30) days
written notice. Upon such termination, Client shall pay any and all amounts due
and owing to Consultant as of the date of termination.
4. COMPENSATION. In consideration for Services to be rendered by the
Consultant pursuant to this Agreement, Client shall provide Consultant with the
following:
(A) RETAINER. As a retainer for the Consultant to make himself
available to provide the Services, the Consultant shall receive 400,000
shares of the Client's Restricted common stock ("Common Stock") of
which 100,000 shares shall have immediate piggy back registration
rights with the first offering registered with the SEC made by the
Client. The Client shall not be required to register the remaining
300,000 shares with the SEC. The Client shall issue such shares within
five business days after the date of this Agreement.
(B) PERFORMANCE OPTIONS. For the Services provided in any
calendar year, on January 1 of the following year, the Client shall
issue options to purchase Common Stock, in an amount equal to the prior
year's Performance Level; provided that all options issued to
Consultant hereunder shall not provide for the right to purchase in
excess of an aggregate of 800,000 shares of Common Stock. The
"Performance Level" in any calendar year means the sum of (i) 0.01
multiplied by the dollar amount of sales of the Client's products
during such year generated directly as a result of Consultant's
Services under Section 1(a) plus (ii) 0.1 multiplied by the dollar
amount of value provided to the Client in a merger, acquisition or
other transaction resulting directly from Consultant's Services under
Section 1(b); provided however, that any fundraising proceeds received
as a result of any such services shall be excluded from the value
provided to the Client as a result of such Services (because
compensation for any fundraising is provided under a separate
agreement). The exercise price per share of the options granted under
this Section 4(b) shall be Fair Market Value of a share of the Common
Stock at the close of business on the last business day immediately
preceding the date of issuance of such option. The "Fair Market Value"
means the closing bid price of a share of Common Stock, as quoted on
NASDAQ Bulletin Board, or any successor national stock exchange or any
recognized trading market through which the shares are then traded;
provided, however, that if on the date in question there is no public
market for the shares and they are neither quoted on NASDAQ nor traded
on a national securities exchange, then the board of directors of the
Client shall, in its reasonable discretion, determine the Fair Market
Value. The Performance Level shall be based solely on the arrangements
and transactions that are accepted by Client in its sole and absolute
discretion, and without regard to the merits of any arrangement or
transaction that is rejected.
(C) PERFORMANCE CASH FEE. As additional compensation for the
services provided under Section 1(b) above, the Client shall pay
Consultant a cash fee of 2% of the dollar amount of value provided to
the Client in a merger, acquisition or other transaction resulting
directly from Consultant's Services under Section 1(b), payable on the
date of closing of such transaction.
(D) DISTRIBUTION COMPENSATION. As additional compensation for
the services provided under Section 1(a) above, the Consultant shall
also receive a performance bonus of cash and/or additional equity for
distribution contracts secured by Consultant. The amount shall be based
on a negotiated percentage per account, as determined by agreement of
Client and Consultant from time to time.
(E) GENERAL. It is understood that it is the responsibility of
the Consultant to compensate any associates, agents, employees or
others that may assist in his services hereunder and that the above
compensation will be the maximum compensation paid for any transaction
that may result from the services performed under this contract.
5. PUBLIC NOTICE: Upon execution of this Agreement, Client will permit
Consultant to disclose the name of Client and limited information regarding the
Agreement in its promotional materials after having first submitted the public
notice to Client for approval, which shall not be unreasonably withheld.
6. JURISDICTION: This agreement shall be interpreted and construed in
accordance with and governed by the laws of the State of Missouri.
7. ENTIRE UNDERSTANDING: This Agreement includes the entire
understanding between Client and Consultant and may be modified only in writing.
This Agreement supercedes all written and oral communications.
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Xxxxxxx X. Xxxxxxxxx - Consultant Xxxx Xxxx
President, SLS International
