Gary G. Brandt 2008 Consulting Agreement and Plan
SOLOMON
TECHNOLOGIES, INC.
Xxxx
X. Xxxxxx 2008 Consulting Agreement and Plan
In
consideration of the agreement of SOLOMON TECHNOLOGIES, INC. (the “Company”) to
retain XXXX X. XXXXXX as an independent consultant (“Consultant”) to provide the
services for the term and at the compensation rate specified below, Consultant
agrees with the Company as follows:
1.
Performance of Services.
Consultant will perform in a professional and expeditious manner all services
for the Company which the Company and Consultant mutually agree should be
performed by him. Consultant and Company agree that such services will relate
principally to transitional matters that arise during the term of this
Agreement.
2.
Term.
The term
of this Agreement and Plan shall be until March 31, 2008 unless earlier
terminated by the Company.
3.
Compensation.
The
Company will pay compensation to Consultant in the form of one hundred
sixty-seven thousand (167,000) shares (the “Consulting Shares”) of the Company’s
common stock, par value $.001 (“Common Stock”) in consideration for his services
hereunder. The Company will also issue to Consultant 333,000 additional shares
of Common Stock (the “Additional Shares” and, together with the Consulting
Shares, the “Shares”) to reimburse Consultant for expenses incurred prior to the
date hereof, as described in an Agreement and Mutual Release of even date
herewith. The Shares shall be issued to Consultant prior to the filing of a
registration statement with the Securities and Exchange Commission (“SEC”) on
Form S-8 or equivalent with respect to the Shares. The Company represents and
warrants that it will file the registration statement with the SEC no later
than
January 18, 2008. The Shares shall be delivered to Consultant c/o Consultant’s
attorney, Xxxxxxxx Xxx-Xxxxx, Beranbaum Xxxxxx Xxx-Xxxxx & Xxxxxxx LLP, 00
Xxxx Xxxxxx - 00xx
xxxxx,
Xxx Xxxx, X.X. 10005, by a nationally recognized courier service requiring
signature receipt. The Shares shall be the sole compensation payable to
Consultant hereunder.
4.
Independent
Contractor. In
furnishing services, Consultant will at all times be acting as an independent
contractor. As such, Consultant will not by reason this Agreement and Plan
or
his services hereunder, be entitled to participate in or to receive any benefit
or right under any of the Company's employee stock, benefit or welfare plans.
Consultant agrees to report his compensation from the Company as income from
self employment and to pay all self employment and other taxes required by
law
to be paid with respect to such compensation as and when the same shall become
due and payable.
5.
Personal
Services of Consultant.
Consultant agrees to provide only his own services to perform this agreement,
except as otherwise agreed to in writing by the Company.
6.
Insurance.
Consultant agrees to insure himself with all necessary insurance, including,
but
not limited to, workmen's compensation, disability, unemployment and general
liability insurance, the amounts and coverage of which shall be sufficient
adequately to compensate for any and all injury, loss or damage which may result
from or arise out of his performance of services under this Agreement and Plan.
7.
Severability.
In case
any one or more of the provisions or part of a provision contained in this
Agreement and Plan shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement and Plan, but this
Agreement and Plan shall be construed as if such invalid, illegal or
unenforceable provision or part of a provision had never been contained herein.
In the event that any provision of this Agreement and Plan shall be determined
to be unenforceable by any court of competent jurisdiction by reason of
extending for too great a period of time or over too large a geographic area
or
over too great a range of activities, it shall be interpreted to extend only
over the maximum period of time, geographic area or range of activities as
to
which it may be enforceable.
8.
Applicable
Law.
This
Agreement and Plan shall be construed, interpreted and applied in accordance
with the substantive laws of the State Connecticut.
9.
Notice.
Any
written notice to be given under this Agreement and Plan must be delivered
in
person or given by registered or certified mail or delivered by a nationally
recognized courier service requiring signature receipt:
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If
to the Company, to:
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Solomon
Technologies, Inc.
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0000
Xxxx Xxxxxx, Xxxx. B
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East
Berlin, CT 06023
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Attention:
Corporate Counsel
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If
to Consultant, to:
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Xxxx
X. Xxxxxx
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00
Xxxx Xxxxx Xxxxx
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Simsbury,
CT 06089
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10.
Assignment. Consultant
agrees not to assign or delegate any right or obligation under this Agreement
and Plan.
11.
Prior
Agreement.
This
Agreement supersedes the Consulting Agreement and Plan between the Company
and
Consultant dated January 9, 2008.
Dated:
January 10, 2008
CONSULTANT
| /s/ Xxxx X. Xxxxxx | |||
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Xxxx
X. Xxxxxx
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SOLOMON
TECHNOLOGIES, INC.
| By: /s/ Xxxx X. Xxxxxxxxx | |||
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Xxxx
X. Xxxxxxxxx
Chairman,
Board of Directors
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