EXHIBIT 10.12
CONSULTING AGREEMENT
Agreement dated and effective as of June 20, 2003, between Electro-Optical
Sciences, a Delaware corporation with its office at 0 Xxxxxx Xxxxxx, Xxxxx 00,
Xxxxxxxxx, Xxx Xxxx 00000 ("EOS" or the "Company") and Xxxxxx Xxxxxxxxx, with an
address at , California ("Consultant"), hereinafter referred to as the
"Agreement."
EOS and Consultant hereby agree as follows:
1 The term of this agreement shall be two years.
2 EOS will grant Consultant a stock award by executing contemporaneously
with this Agreement a Restricted Stock Purchase Agreement substantially in
the form of Exhibit A hereto. the award will allow Consultant to purchase
150,000 shares of EOS common stock @ $0.23 / share, 75,000 shares of which
will vest immediately, and the remaining 75,000 shares of which will vest
after 1 year of service.
3 Services will be provided as the Chief Executive Officer shall direct and
as Consultant shall reasonably find acceptable, within his areas of
expertise. Consultant shall report to the Chief Executive Officer, with
ultimate responsibility to the Board of Directors. For these services,
Consultant will receive $8,000 per month, plus reasonable travel expenses.
4 Consultant is not and shall not become the agent of EOS, and has and shall
have no authority, express or implied, to act as an agent of EOS or to
enter into any agreement or take any action on behalf of EOS. Nothing
contained herein shall constitute an employment agreement. Nothing
contained herein is intended to restrict Consultant's ability to provide
services to others.
5 Consultant shall continue to be obligated under the confidentiality
agreement previously entered into, and Consultant shall execute the
standard EOS invention disclosure agreement, a copy of which is attached
as Exhibit B hereto. Termination of this agreement shall not affect
Consultant's obligations under these agreements.
6 This agreement is to be governed by the substantive laws of the State of
New York without regard to any provisions relating to the conflict of
laws.
Electro-Optical Sciences, Inc: Consultant: Xxxxxx Xxxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx Signature: /s/Xxxxxx Xxxxxxxxx
Its: Vice President
