Exhibit 10.7
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") made this 10th day of
September, 2001, is entered into by Applix, Inc., a Massachusetts corporation
with its principal place of business at 000 Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000
(the "Company"), and Xxxxx X. Xxxxxxx (the "Consultant").
In consideration of the mutual covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, the parties agree as follows:
1. SERVICES. The Consultant agrees to perform such consulting services to
and for the Company as may be reasonably requested from time to time by the
Company, including, but not limited to, providing consulting services related to
strategic corporate alternatives.
2. TERM AND TERMINATION. The Consultant shall perform services under this
Agreement for a term that commenced on or about June 1, 2001 and shall continue
until the consummation of a sale or merger of the Company, provided that either
party may terminate this Agreement at any time by providing written notice to
the other party. In the event of termination, the Consultant shall be entitled
to payment for expenses paid or incurred prior to the effective date of
termination in accordance with the terms of this agreement. Such payments shall
constitute full settlement of any and all claims of the Consultant against the
Company with respect to this Agreement.
3. COMPENSATION. As compensation for the Consultant's performance of
services under this Agreement, the Company shall issue to the Consultant, within
30 days after the date of this Agreement, 35,000 shares of the Company's common
stock, $.0025 par value per share. Such shares shall be issued under the
Company's 1994 Equity Incentive Plan. The Company shall also reimburse the
Consultant for all reasonable and necessary expenses incurred or paid by the
Consultant in connection with, or related to, the performance of his services
under this Agreement. The Consultant shall submit to the Company itemized
monthly statements, in a form satisfactory to the Company, of such expenses
incurred in the previous month.
4. INDEPENDENT CONTRACTOR STATUS. The Consultant shall perform all
services under this Agreement as an "independent contractor" and not as an
employee or agent of the Company. The Consultant is not authorized to assume or
create any obligation or responsibility, express or implied, on behalf of, or in
the name of, the Company or to bind the Company in any manner.
5. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement between the parties and supersedes all prior agreements and
understandings, whether written or oral, relating to the subject matter of this
Agreement, including without limitation the Consulting Agreement dated June 7,
2001 (and the Company shall not be obligated to issue any shares of common stock
to the Consultant under such superseded Agreement). This Agreement may be
amended or modified only by a written instrument executed by both the Company
and the Consultant.
6. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and
inure to the benefit of, both parties and their respective successors and
assigns, including any corporation with which, or into which, the Company may be
merged or which may succeed to its assets or business, provided, however, that
the obligations of the Consultant are personal and shall not be assigned by him.
8. ENFORCEABILITY. In the event that any provision of this Agreement
shall be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
APPLIX, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Title: CFO
CONSULTANT
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
-2-
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement"), dated March 29, 2003 is
entered into by Applix, Inc., a Massachusetts corporation with its principal
place of business at 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000 (the "Company"),
and Xxxxx X. Xxxxxxx (the "Consultant").
WHEREAS, the Company and the Consultant entered into a Consulting Agreement
(the "Consulting Agreement"), dated September 10, 2001, and
WHEREAS, the Consultant ceased performing consulting services pursuant to
the Consulting Agreement as of April 19, 2002 (the "Effective Date"),
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto, the parties
agree as follows:
1. TERMINATION OF CONSULTING AGREEMENT. The parties hereby agree that, in
accordance with the terms of the Consulting Agreement, the Consulting Agreement
shall be terminated effective as of the Effective Date. The parties agree that
there are no outstanding expenses or other obligations between the parties
relating to the Consultant's provision of service pursuant to the Consulting
Agreement. Each of the Consultant and the Company now and forever hereby waive
any and all claims that such party may have or will have, relating to the
Consulting Agreement.
2. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement between the parties and supersedes all prior agreements and
understandings, whether written or oral, relating to the subject matter of this
Agreement.
3. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year set forth above.
APPLIX, INC.
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------
Title: Chairman
CONSULTANT
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
