July 7, 1999
Xx. Xxxxx X. Xxxxx
00000 X. X. 00xx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxx 00000
RE: CONSULTING AGREEMENT
Dear Xxxxx:
This letter is to confirm our agreement that you will be retained by InSight
on the following terms:
(1) Effective July 12, 1999, you will act as interim President and CEO of
InSight until a replacement is identified and hired.
(2) The initial term of this arrangement is four (4) months. We have agreed
that either of us may cancel this arrangement upon sixty (60) days'
written notice.
(3) You will provide InSight with a minimum of 40 hours per week of services.
InSight will provide you telephone, facsimile and copy services, office
space, secretarial support and office supplies.
(4) InSight will compensate you at the rate of $15,000.00 monthly, payable at
the beginning of each calendar month in advance effective as of July 8,
1999. InSight will also reimburse you for all reasonable out-of-pocket
expenses. Expenses shall be submitted monthly and InSight will pay for
expenses according to its established policy.
(5) You are an independent contractor with respect to InSight and not an
employee of InSight. InSight will not provide you with any fringe
benefits, including life insurance,
XXXXX X. XXXXX
July 7, 1999
Page 2
medical, health, accident or disability plan or program, paid vacation or
any other employee benefit.
(6) You have agreed that by reason of your position with InSight, you have
access to InSight's confidential information and materials and trade
secrets with regard to InSight's business affairs and you have agreed that
you have held, and will hold, all such information strictly confidential
and that you will not disclose or use such information for any reason
without the prior written consent of InSight.
(7) We have agreed that your March 28, 1996 Consulting Agreement will remain
in full force and effect.
(8) We have agreed that you will also be granted today a warrant for 15,000
shares of InSight common stock which will vest over a period of four
months and will remain exercisable for ten years.
If the above accurately sets forth our arrangement, please execute the enclosed
copy of this Agreement and return the same to me.
Very truly yours,
/s/ Xxxxxxx X. Xxxxx
XXXXXXX X. XXXXX, Chairman
Compensation Committee
AGREED TO:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
