Exhibit 10.5
[LOGO OF THE MOMENTUM SOLUTIONS GROUP LLC]
November 25, 2002
Xx. Xxxxxxx X. Xxxxx
Chief Executive Officer
Vertica Software, Inc.
Austin, TX
Dear Sir:
This letter outlines the terms of agreement of the services that The Momentum
Solutions Group, LLC will deliver to Vertica Software, Inc.
1. Momentum Solutions, as an independent vendor, will provide sales and
sales management services to Vertica for one week per month for three
months, from December 1, 2002 through February 28, 2003. Vertica
hereby engages Momentum Solutions Group to provide services set forth
below. Momentum Solutions, LLC xxxxxx accepts such engagement and
shall during the term of this agreement perform the services to the
best of their ability.
a. Assist the Company to obtain 2-3 viable prospects for
Vertica product and services
b. Assist the Company in the development and closing of AON
Risk Management opportunity.
2. Momentum Solutions is a vendor, not an employee of the Company, and as
such no federal or state taxes, social security, unemployment
compensation or any other payments will be withheld from the
compensation.
3. The agreed upon compensation for one week per month is $5,000.
Momentum Solutions will provide a weekly accounting of hours to
Vertica Software.
4. Momentum Solutions agrees to receive payment for services in
free-trading stock of Vertica Software, Inc. The number of shares
shall be Seventy Seven Thousand Five Hundred (77,500), which is based
on an average values of $.008462 per share, which is the average
closing price from September 25th through November 25th. Should the
average closing price drop significantly, Vertica Software agrees to
trade additional shares so that Momentum Solutions receives the agreed
to minimum monthly payment of $5,000.
5. Vertica Software will provide all payments or stock certificates in
lieu of cash in advance monthly. Payment of stock certificates to be
received no later than the fifth (5th) day of the month.
6. Vertica acknowledges that the undertaking of this project involves a
substantial amount of risk and the actual results may differ
marginally than the stated objective of obtaining 2-3 viable prospects
for the Company and to obtain the AON Risk Management opportunity.
However, the successful achievement of this project will, in fact,
offer substantial future opportunity for the Company. As such, Vertica
agrees to pay Momentum Solutions Group, LLC a bonus based on the
achievement the follow objective:
a. A closed sale of the Vertica software.
b. A positive reference on the Vertica software. A positive
reference is defined as a prospective customer willing to
state to a Vertica-designed individual that he/she has
reviewed and investigated the Vertica product to a degree to
deem the Vertica product offering as offering significant
advantage to it or to other companies within the industry.
Mr. Xxxxxxx Xxxxx
November 25, 2002
Page 2 of 2
7. The bonus structure shall be:
a. Vertica agrees to pay Momentum Solutions 15% cash commission on
any closed sale upon receipt of revenue.
b. Vertica agrees to pay Momentum Solutions $5,000 for each positive
reference obtained for the Vertica products. Payment may be
either each or free-trading stock shares.
AGREED:
/s/ Xxxxxxx X. Xxxxx 12/1/02 /s/ Xxxxx X. Xxxxxxxx 12/1/02
----------------------- ------- --------------------------------- -------
Xxxxxxx X. Xxxxx Date Xxxxx X. Xxxxxxxx Date
Chief Execution Officer Managing Director
Vertica Software, Inc. The Momentum Solutions Group, LLC
