Exhibit 10.8
CONSULTING AGREEMENT
AGREEMENT made as of this 15 day of September, 1995, by and between RSL
Communications, Inc. (the "Company"), a British Virgin Island corporation and
Xxxxxx X. Xxxxxxx ("Sekulow").
WITNESSETH:
WHEREAS, the Company is engaged in the business of international
telecommunications; and
WHEREAS, Sekulow has substantial experience in international
telecommunications;
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties hereto agree as follows:
1. Services. Sekulow shall act as a consultant to the Company. Sekulow
shall perform general services relating primarily to providing strategic advice
to the management and in assisting the Company in (i) identifying investment
opportunities; (ii) obtaining operating agreements on behalf of the Company's
affiliates; (iii) identifying strategic partners as potential investors in the
Company's affiliates; and (iv) identifying key management personnel. During the
term of this Agreement, Sekulow shall report directly to Xxxxxx Xxxxxx,
President and Chief Executive Officer of the RSL Communications, Inc.
2. Term. The term of this Agreement shall commence as of September 1,
1995, and shall continue through August 31,1996 (the "Term"). The Company shall
have an option (the "Option") to renew this Agreement, with Sekulow's consent,
for an additional one (1) year term. The Option may be executed at any time
within ninety (90) days prior to the expiration of the Term by the Company
delivering written notice of such exercise to Sekulow. This agreement is
terminated immediately in the event of Sekulow's death or disability.
3. Compensation. In consideration of the Services, the Company shall pay
to Sekulow a consulting fee of $6,000 on the first day of each quarter during
the Term. Such fee shall serve as a retainer for 10 hours per month of services
(the "Service Hours") to be provided by Sekulow. Travel time, time during
weekends and holidays shall be included in the "Service Hours." Any additional
services above 10 hours must be approved by the Company in writing and the fee
for the additional services shall be $300 per hour. If Sekulow cannot meet his
commitment of the Service Hours due to his other commitments, the Service Hours
shall be adjusted by Sekulow with the consent of the Company. The Company shall
not unreasonably withhold its consent, provided that Sekulow will make his best
effort to complete his commitment over the Term. In addition, the Company shall
grant to Sekulow options to purchase 10,000 shares of the Company's common stock
at the end of the Term at a price of the most recent sale of equity prior to the
grant of such option.
RSL Communications, Inc.
Xxxxxx X. Xxxxxxx
Page Two
4. Directorship. In addition, Sekulow shall serve as a Director of the
Company, during the Term, with no additional compensation or benefit.
5. Expenses. The Company shall reimburse Sekulow for all business travel
expenses reasonably and necessarily incurred by Sekulow in the performance of
his duties hereunder including business class airfare for all domestic travel
and foreign travel during day time hours and first class airfare for all foreign
travel in excess of eight hours or overnight, but only if and to the extent that
Sekulow supplies written documentation of such expense to the Company in such
form as the Company may reasonably request. Each first class travel must be
approved by the Company.
6. Relationship. In performing the services provided for hereunder,
Sekulow is acting as an independent contractor, Sekulow shall not be deemed by
virtue of this Agreement to be the servant, agent or employee of the Company for
any purpose whatsoever. It is understood that Sekulow shall not be entitled, as
a result of the services to be provided by Sekulow hereunder, to be a member of
any group benefit plans available to full-time employees of the Company.
7. Confidentiality. It is anticipated that during the term of this
Agreement, Sekulow will, from time to time, learn confidential, proprietary
and/or trade secret information (hereinafter referred to as "information") about
the business of the Company and its affiliated entities, including but not
limited to the information about the Company's financial, marketing and
operational plans and the results of services performed under this Agreement.
Sekulow agrees that he will not communicate or disclose any of the information
to any other person, firm or other entity or use the information for any
purposes other than to accomplish the objectives for which he has been retained,
without first obtaining written consent from the Company. The obligations set
forth in this paragraph shall not apply to information publicly disclosed by the
Company or to information independently developed by others and properly
acquired by Sekulow in the ordinary course of its business.
8. Disclosure. The Company and Sekulow agree not to disclose to, or
discuss with, any person any of the terms and conditions of this agreement. Any
information regarding Sekulow's relationship to the Company, except his
directorship, shall not be disclosed without the written consent of Sekulow.
9. Governing Law. This Agreement and the rights of the parties hereto
shall be deemed to have been made in, and shall be construed and determined in
accordance with the laws of, the State of New York.
RSL Communications, Inc.
Xxxxxx X. Xxxxxxx
Page Two
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first set forth above.
RSL COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------- -------------------------
Xxxxxx X. Xxxxxxx Xxxxxx Xxxxxx
President & CEO
CONSULTING AGREEMENT
AGREEMENT made as of this 15 day of September, 1995, by and between RSL
Communications, Inc. (the "Company"), a British Virgin Island corporation and
Xxxxxx X. Xxxxxxx ("Sekulow").
WITNESSETH:
WHEREAS, the Company is engaged in the business of international
telecommunications; and
WHEREAS, Sekulow has substantial experience in international
telecommunications;
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties hereto agree as follows:
1. Services. Sekulow shall act as a consultant to the Company. Sekulow
shall perform general services relating primarily to providing strategic advice
to the management and in assisting the Company in (i) identifying investment
opportunities; (ii) obtaining operating agreements on behalf of the Company's
affiliates; (iii) identifying strategic partners as potential investors in the
Company's affiliates; and (iv) identifying key management personnel. During the
term of this Agreement, Sekulow shall report directly to Xxxxxx Xxxxxx,
President and Chief Executive Officer of the RSL Communications, Inc.
2. Term. The term of this Agreement shall commence as of September 1,
1995, and shall continue through August 31, 1996 (the "Term"). The Company shall
have an option (the "Option") to renew this Agreement, with Sekulow's consent,
for an additional one (1) year term. The Option may be executed at any time
within ninety (90) days prior to the expiration of the Term by the Company
delivering written notice of such exercise to Sekulow. This agreement is
terminated immediately in the event of Sekulow's death or disability.
3. Compensation. In consideration of the Services, the Company shall pay
to Sekulow a consulting fee of $6,000 on the first day of each quarter during
the Term. Such fee shall serve as a retainer for 10 hours per month of services
(the "Service Hours") to be provided by Sekulow. Travel time, time during
weekends and holidays shall be included in the "Service Hours." Any additional
services above 10 hours must be approved by the Company in writing and the fee
for the additional services shall be $300 per hour. If Sekulow cannot meet his
commitment of the Service Hours due to his other commitments, the Service Hours
shall be adjusted by Sekulow with the consent of the Company. The Company shall
not unreasonably withhold its consent, provided that Sekulow will make his best
effort to complete his commitment over the Term. In addition, the Company shall
grant to Sekulow options to purchase 10,000 shares of the Company's common stock
at the end of the Term at a price of the most recent sale of equity prior to the
grant of such option.
RSL Communications, Inc.
Xxxxxx X. Xxxxxxx
Page Two
4. Directorship. In addition, Sekulow shall serve as a Director of the
Company, during the Term, with no additional compensation or benefit.
5. Expenses. The Company shall reimburse Sekulow for all business travel
expenses reasonably and necessarily incurred by Sekulow in the performance of
his duties hereunder including business class airfare for all domestic travel
and foreign travel during day time hours and first class airfare for all foreign
travel in excess of eight hours or overnight, but only if and to the extent that
Sekulow supplies written documentation of such expense to the Company in such
form as the Company may reasonably request. Each first class travel must be
approved by the Company.
6. Relationship. In performing the services provided for hereunder,
Sekulow is acting as an independent contractor, Sekulow shall not be deemed by
virtue of this Agreement to be the servant, agent or employee of the Company for
any purpose whatsoever. It is understood that Sekulow shall not be entitled, as
a result of the services to be provided by Sekulow hereunder, to be a member of
any group benefit plans available to full-time employees of the Company.
7. Confidentialitv. It is anticipated that during the term of this
Agreement, Sekulow will, from time to time, learn confidential, proprietary
and/or trade secret information (hereinafter referred to as "information") about
the business of the Company and its affiliated entities, including but not
limited to the information about the Company's financial, marketing and
operational plans and the results of services performed under this Agreement.
Sekulow agrees that he will not communicate or disclose any of the information
to any other person, firm or other entity or use the information for any
purposes other than to accomplish the objectives for which he has been retained,
without first obtaining written consent from the Company. The obligations set
forth in this paragraph shall not apply to information publicly disclosed by the
Company or to information independently developed by others and properly
acquired by Sekulow in the ordinary course of its business.
8. Disclosure. The Company and Sekulow agree not to disclose to, or
discuss with, any person any of the terms and conditions of this agreement. Any
information regarding Sekulow's relationship to the Company, except his
directorship, shall not be disclosed without the written consent of Sekulow.
9. Governing Law. This Agreement and the rights of the parties hereto
shall be deemed to have been made in, and shall be construed and determined in
accordance with the laws of, the State of New York.
RSL Communications, Inc.
Xxxxxx X. Xxxxxxx
Page Two
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
11. WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first set forth above.
RSL COMMUNICATIONS, INC.
By: /s/ Xxxxxx X Xxxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------- -------------------------
Xxxxxx X Xxxxxxx Xxxxxx Xxxxxx
President & CEO
