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AGREEMENT
AGREEMENT made as of this ___th day of September, 1997 by
and between IGG International, Inc., a Nevada corporation with
its address at One Xxxxxxx Xxxxxx, Xxxxxxxx 000, Xxxxxxxxx, XX
00000 ("IGGI") and Xxxxxxxxxxxx, LLC, a Massachusetts limited
liability company with its address at c/o Xxxxx Xxxxxxx, Esq., 00
Xxxxxx-Xxxxxx Xxxx, Xxxxxx, XX ("Xxxxxxxxxxxx").
WHEREAS, Xxxxxxxxxxxx is a consulting firm with expertise in
strategic planning, corporate finance and partnering which has
rendered consulting services to IGGI; and
WHEREAS, IGGI is willing to retain Xxxxxxxxxxxx to render
consulting services and to compensate Xxxxxxxxxxxx by the
issuance of stock options, contingent upon the achievement by
Xxxxxxxxxxxx of certain milestones as set forth herein;
WHEREAS, the parties have entered into an agreement, dated
as of May 6, 1997, whereby IGGI agreed to compensate Xxxxxxxxxxxx
for services which Xxxxxxxxxxxx had previously rendered to IGGI
(the "May 6 Agreement"); and
WHEREAS, the parties intend that their rights and
obligations hereunder shall be in addition to, and not in lieu
of, their respective rights and obligations under the May 6
Agreement;
NOW, THEREFORE, in consideration of the foregoing, the
parties hereby agree as follows:
1. Xxxxxxxxxxxx hereby agrees to perform the following
services for IGGI: Xxxxxxxxxxxx will use its best efforts to
facilitate and cause the occurrence of the various milestone
events described in Paragraphs 4(a) through (d) below. In
connection therewith, Xxxxxxxxxxxx shall take such actions as it
may reasonably determine, and as IGGI may reasonably request, as
being necessary or desirable in connection with the achievement
of such milestones. In connection therewith, but without
limitation, Xxxxxxxxxxxx will consult with and update management
and the Board of Directors of IGGI on the progress of such
milestones; attend meetings with potential investors, strategic
partners and others; and prepare or assist in the preparation of
presentations where appropriate. While there is not a specified
amount of time that Xxxxxxxxxxxx will be required to spend in the
performance of its responsibilities hereunder, Xxxxxxxxxxxx
agrees to devote such time to the performance of its duties
hereunder as are reasonably necessary to accomplish the
performance of such duties.
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2. IGGI hereby agrees to issue to Xxxxxxxxxxxx, in
consideration of and as full compensation for all services to be
rendered by Xxxxxxxxxxxx to IGGI hereunder (without, however,
affecting IGGI's obligations under the May 6 Agreement), options
(the "Options") to purchase a total of up to 160,000 shares of
IGGI's Common Stock (the "Shares"), vesting in accordance with
the provisions of Paragraph 4. Such shares shall be so-called
"restricted" stock under Rule 144 pursuant to the Securities Act
of 1933, as amended. The exercise price of the Options shall be
$0.01 per share. The Options shall expire ten years from the
date hereof, and shall contain such other standard terms and
conditions as may be contained in IGGI's other option agreements.
3. Xxxxxxxxxxxx agrees that the Shares issuable upon the
exercise of the Options will be restricted such that no more than
10,000 Shares may be sold during any thirty-day period. Any
certificates evidencing Shares may bear a legend describing the
foregoing restriction. IGGI may provide Xxxxxxxxxxxx a separate
agreement which incorporates the foregoing provisions of this
Paragraph 3 and Xxxxxxxxxxxx and IGGI agree to execute such
agreement.
4. The Options will vest and become exercisable upon the
occurrence of the following conditions:
(a) Financing. Options to purchase 40,000 Shares shall
be issued to Xxxxxxxxxxxx upon the closing of a major financing
by IGGI or any of its wholly-owned subsidiaries. As used herein,
a "major financing" shall be defined as a debt or equity
financing the gross proceeds to IGGI of which are at least
$5,000,000; provided, however, that the amount of Options granted
under this paragraph (a) shall be reduced to 30,000 in the event
that Xxxxxxxxxxxx is entitled to receive 20,000 (rather than
10,000) Options under Paragraph 3(a) of the May 6 Agreement such
that the total of the number of Options to which Xxxxxxxxxxxx may
become entitled under this Paragraph 4(a) and Paragraph 3(a) of
the May 6 Agreement shall not exceed 50,000.
(b) Partnering. Options to purchase 40,000 Shares
shall be issued to Xxxxxxxxxxxx upon the consummation by IGGI of
a major corporate partnering transaction. As used herein, a
"major corporate partnering transaction" shall be defined as a
joint venture or other corporate partnership transaction with a
corporate partner, which transaction is projected in good faith
by IGGI's Board of Directors to result in gross revenues
(including any related revenues such as equity, research and
development grants, etc.) to IGGI of at least $5,000,000 during a
period of not more than three years from the date of consummation
thereof.
(c) Merger Transaction. Options to purchase 40,000
shares shall be issued to Xxxxxxxxxxxx upon the consummation of a
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merger, consolidation or similar transaction in which IGGI is
valued at not less than $75,000,000.
(d) Public Offering. Options to purchase 40,000 Shares
shall be issued to Xxxxxxxxxxxx upon the closing by IGGI of an
underwritten public offering resulting in proceeds to IGGI of not
less than $20,000,000.
5. Notwithstanding any other provision of this Agreement,
Xxxxxxxxxxxx will not be entitled to receive any Options pursuant
to Paragraph 4 unless it shall have been directly and materially
involved in the transaction as a result of which the Options are
being issued. Direct involvement shall include, at a minimum:
locating or identifying a potential transaction partner; setting
up and attending meetings with such partner; assisting IGGI with
structuring the transaction and negotiating the terms of the
transaction with such partner; and other similar
responsibilities.
6. No adjustment shall be made in the number of options
issuable to Xxxxxxxxxxxx because of dilution resulting from the
additional Shares in connection with employment or consulting
contracts, raising capital, or any other reasons other than stock
splits or stock dividends. All options are irrevocable when
vested.
7. Xxxxxxxxxxxx shall not be entitled to any cash
compensation. Xxxxxxxxxxxx also expressly agrees that the
Options provided for in Paragraphs 2 and 4 shall constitute
Xxxxxxxxxxxx'x sole compensation for all services rendered by it
to IGGI (other than any compensation to which Xxxxxxxxxxxx may be
entitled by virtue of the May 6 Agreement), unless IGGI and
Xxxxxxxxxxxx shall have separately agreed in writing that any
additional services shall be separately and additionally
compensated. Notwithstanding the foregoing provisions of this
Paragraph 7, in any transaction described in Paragraphs 4(a)
through (d) above in which IGGI receives an amount of cash equal
to at least $2,500,000, Xxxxxxxxxxxx may, at its option, elect to
receive up to 50% of the compensation to which it may become
entitled with respect to such transaction in cash. The amount of
such cash compensation shall be determined as follows: the number
of Options which Xxxxxxxxxxxx elects to receive in cash shall be
multiplied by the average of the closing bid price of IGGI's
Common Stock during the ten trading days preceding the date on
which Xxxxxxxxxxxx is entitled to receive its compensation. Such
amount shall be multiplied by 80%, which product shall be the
amount of cash which Xxxxxxxxxxxx shall be entitled to receive in
lieu of such Options. The foregoing right to receive cash shall
not apply to any Options to which Xxxxxxxxxxxx is entitled by
virtue of the May 6 Agreement.
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8. The term of this Agreement shall be two years from the
date hereof. Thereafter, this Agreement may be renewed for
successive six-month terms unless prior to the commencement of
any renewal term either party notifies the other of its intent
not to renew this Agreement. In the event IGGI is in the process
of negotiating, at the date of any termination of this Agreement,
any transaction as a result of which Xxxxxxxxxxxx would be
entitled to compensation hereunder, and such transaction is in
fact consummated within six months of the date of termination,
then Xxxxxxxxxxxx shall be entitled to be compensated with
respect to such transaction notwithstanding such termination;
provided, however, that as a condition of receiving such
compensation Xxxxxxxxxxxx shall continue, following such
termination, to render such assistance with respect to such
transaction (but not with respect to any other transaction or any
other matters) as IGGI may request.
9. This agreement shall not be construed to constitute a
contract of employment, to create any continuing rights or
obligations beyond the term hereof, or to constitute the parties
as principal and agent, joint venturers or partners.
10. This agreement represents the entire agreement of the
parties with respect to the subject matter hereof, and supersedes
all prior or contemporaneous agreements or understandings,
written or oral.
11. This agreement shall be governed by the laws of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have hereunto set their
hands and seals as of the date first above written.
IGG International, Inc. Xxxxxxxxxxxx, LLC
By:____________________________ By:____________________________
Xxxxxxx X. Xxxxxx, President Xxxxxx Xxxxxxxx, Manager
