CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made effective the 2nd
day of September, 2001, by and between ORBIT/FR, Inc., a Delaware corporation,
("Orbit") and Gurion Xxxxxxx ("Xxxxxxx").
BACKGROUND
Xxxxxxx was elected as a director and Chair of the board of
director's executive committee, effective as of July 24, 2001. In such board
positions, Xxxxxxx has been designated the power and responsibility to oversee
the operations and recovery (the "Task") of Orbit and its subsidiaries, in
coordination with Orbit's Chairman of the Board of Directors, Xxxx Xxxxx.
Xxxxxxx has estimated that a period of 12 months of active engagement
on his part would be required to accomplish the Task, and has agreed to devote
his experience, time and attention to the accomplishment of the Task, in the
capacity as a consultant to Orbit. Orbit's management and board of directors,
as well as the management of Orbit-Alchut Technologies, Ltd., have pledged
their full support for Xx. Xxxxxxx in pursuing the Task.
Xxxxxxx and Orbit desire to enter into this agreement setting forth
the terms of Xxxxxxx'x engagement.
NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Orbit hereby engages (the "Engagement") Xxxxxxx as a consultant to
actively oversee the accomplishment of the Task, and Xxxxxxx hereby
accepts the Engagement.
2. The Engagement shall be deemed to have commenced on September 2,
2001.
3. In consideration for his services to Orbit pursuant to the
Engagement, Orbit shall pay Xxxxxxx an annual fee of $50,000, plus
applicable VAT. Payment shall be made by Orbit in 6 equal bi-monthly
installments, against invoices, in the amount of $8,333.33 plus VAT
each.
4. Nothing set forth herein shall diminish in any respect the right of
Xxxxxxx to receive, in his capacity as a director of Orbit, 30,000
stock on the same conditions applicable to Orbit's directors.
5. Xxxxxxx shall be reimbursed for all normal items of travel (business
class) and entertainment and miscellaneous expenses reasonably
incurred by him on behalf of Orbit,
provided that such expenses are documented and submitted to the
Company all in accordance with the reimbursement policies of the
Company as in effect from time to time
6. This Agreement shall continue until terminated by either (i) Orbit,
immediately upon written notice to Xxxxxxx, or (ii) Xxxxxxx, upon
ninety (90) days prior written notice to Orbit.
7. The parties hereto acknowledge that the legal relation between Orbit
and Xxxxxxx is limited in the manner expressly provided herein.
Notwithstanding anything contained herein to the contrary, the
parties hereto acknowledge and agree that neither shall be deemed to
be an employee, partner or a joint venturer of the other.
8. Xxxxxxx acknowledges that he retains full responsibility for
complying with all income reporting and other requirements imposed
upon self-employed persons by state, federal and /or local tax laws.
Orbit will not make deductions from the payments due to the Xxxxxxx
hereunder for income taxes, social security, unemployment insurance,
workers' compensation or other employment/payroll taxes, except as
otherwise mandated by applicable laws.
9. This Agreement shall be binding upon and shall operate for the
benefit of the parties and their estates, successors and legal
representatives.
10. This Agreement may be executed in any number of counterparts each of
which when executed and delivered shall be an original, but all
counterparts shall together constitute one and the same instrument.
11. This Agreement and all rights and duties of the parties hereunder
shall be governed by and interpreted in accordance with the laws of
the State of Delaware (without regard to any conflict of laws rules
of the State of Delaware).
IN WITNESS WHEREOF, the parties hereto, intending to be bound, have
executed this Agreement on the date aforesaid.
Orbit/FR, Inc.
By:
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Gurion Xxxxxxx
