Exhibit 10.5
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is entered into and is
effective as of February 23, 2004 ("Effective Date") by and
between UniPro Financial Services, Inc. a Florida Corporation
with principal offices at 0000 X. Xxxxx Xxxxxxx, Xxxxx 000, Xxxx
Xxxxx, XX 00000 ("Company"), and Xxxxxx X. Xxxx, ("Consultant")
residing in Pompano Beach, Florida.
R E C I T A L S:
A. Consultant has more than 20 years of varied
business and technology development experience, including the
evaluation of financial operations of business enterprises; and
provides his services to the general business community.
B. Company desires to avail itself of Consultant's
services to provide positive effects for the Company and to
enhance its business efforts.
NOW THEREFORE, for and in consideration of the mutual premises
and covenants contained herein, and other good and valuable
consideration, the receipt, sufficiency and adequacy of which is
hereby acknowledged, the parties agree as follows:
T E R M S:
1.00 Services to be performed by Consultant
From time to time, and at his own convenience, Consultant shall
review and evaluate business entities and or technology products,
which the Company may have an interest in acquiring. In
addition, Consultant may on his own seek and find business
entities and or technology products to present to the Company as
possible merger or acquisition targets.
2.00 Terms & Fees
2.01 This Agreement shall commence on March 1, 2004
("Effective Date") and shall expire on the first anniversary
thereof. The company shall have the right to extend this contract
for an additional One Year duration on the same terms and
conditions.
2.02 As compensation for Consultant's services required
hereunder, Consultant shall be entitled to receive 17,500 shares
of the Company's common stock, and 23,500 Common Stock Purchase
Warrants, entitling the Consultant to purchase up to 23,500
shares of the Company's common stock at the exercise price of
$1.00 per share.
The shares and the shares underlying the Warrants shall be issued
pursuant to the Company's 2003 Equity Incentive Plan, and
registered pursuant to an appropriate S-8 Registration Statement,
to be filed on or before issuance. Unless otherwise agreed, the
certificate representing the shares shall be issued subsequent to
the Effective Date of this Agreement.
2.03 In the event that Consultant introduces a third party
business opportunity to the Company and a transaction with that
third party is effectively completed, Consultant shall be
entitled to a finder's fee, payable in cash and/or stock, as may
hereafter be agreed upon between the parties at or before the
subject transaction is completed.
2.04 The Consultant is an independent contractor, and shall
at all time maintain control of his performance pursuant to this
Agreement. There is no other relationship between the parties
intended or implied.
3.00 Termination
3.01 Company may terminate this agreement anytime after
the first 90 days with 30 days prior written notice. If this
Agreement is terminated, the Warrants to Purchase shares that
have not yet been exercised, if any, shall automatically
terminate simultaneously herewith.
3.02 If Company chooses to extend the term of this
Agreement beyond March 1, 2005, and thereafter desires to
terminate this contract, it may do so at any time provided it
gives Consultant at least 30 days prior written notice.
4.00 Miscellaneous
4.01 Anti-dilution. There is no implied "anti-dilutive"
provision in this Agreement.
4.02 Successors. The provisions of this Agreement shall be
deemed to obligate, extend to and inure to the benefit of the
successors, assigns, transferees, grantees, and indemnities of
each of the parties to this Agreement.
4.03 Governing Law. This Agreement and the interpretation
and enforcement of the terms of this Agreement shall be governed
under and subject to the laws of the State of Florida.
4.04 Integration. This Agreement, after full execution,
acknowledgment and delivery, memorializes and constitutes the
entire agreement and understanding between the parties and
supersedes and replaces all prior negotiations and agreements of
the parties, whether written or unwritten. Each of the parties to
this Agreement acknowledges that no other party, nor any agent or
attorney of any other party has made any promises,
representations, or warranty whatsoever, express or implied,
which is not expressly contained in this Agreement; and each
party further acknowledges that he or it has not executed this
Agreement in reliance upon any belief as to any fact not
expressly recited hereinabove.
4.05 Attorneys Fees. In the event of a dispute between the
parties concerning the enforcement or interpretation of this
Agreement, the prevailing party in such dispute, whether by legal
proceedings or otherwise, shall be reimbursed immediately for the
reasonably incurred attorneys' fees and other costs and expenses
by the other parties to the dispute.
4.06 Context. Wherever the context so requires, the singular
number shall include the plural and the plural shall include the
singular.
4.07 Captions. The captions by which the sections and
subsections of this Agreement are identified are for
convenience only, and shall have no affect whatsoever upon its
interpretation.
4.08 Severance. If any provision of this Agreement is held
to be illegal or invalid by a court of competent jurisdiction,
such provision shall be deemed severed and deleted and neither
such provision, nor its severance and deletion, shall affect the
validity of the remaining provisions.
4.09 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original
and, when taken together shall constitute one and the same
instrument.
4.10 Expenses Associated With This Agreement. Each of the
parties hereto agrees to bear its own costs, attorney's fees and
related expenses associated with this Agreement.
4.11 Arbitration. Any dispute or claim arising to or in any
way related to this Agreement shall be settled by arbitration in
the State of Florida. All arbitration shall be conducted in
accordance with the rules and regulations of the American
Arbitration Association ("AAA"). AAA shall designate a panel of
three arbitrators from an approved list of arbitrators following
both parties' review and deletion of those arbitrators on the
approved list having a conflict of interest with either party.
Each party shall pay its own expenses associated with such
arbitration. A demand for arbitration shall be made within a
reasonable time after the claim, dispute or other matter has
arisen and in no event shall such demand be made after the date
when institution of legal or equitable proceedings based on such
claim, dispute or other matter in question would be barred by the
applicable statutes of limitations. The decision of the
arbitrators shall be rendered within Sixty (60) days of
submission of any claim or dispute, shall be in writing and
mailed to all the parties included in the arbitration. The
decision of the arbitrator shall be binding upon the parties and
judgment in accordance with that decision may be entered in any
court having jurisdiction thereof.
4.12 Assignment. Neither Company, nor Consultant, shall have
the right to assign or delegate this Agreement or any rights or
obligations created hereby unless the non-assigning party
expressly approves the assignment in writing.
4.13 Authority to Bind. A responsible officer of each party
has read and understands the contents of this Agreement and is
empowered and duly authorized on behalf of that party to execute
it.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date set forth above.
COMPANY: UniPro Financial Services, Inc.
a Florida corporation
By: /s/Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, CEO
CONSULTANT: Xxxxxx X. Xxxx
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/s/Xxxxxx X. Xxxx
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UniPro Financial Services, Inc.
2003 EQUITY INCENTIVE PLAN
Stock Option Agreement
Grant of options to Xxxxxx Xxxx (the "Optionee") under the UniPro
Financial Services, Inc. ("UniPro") 2003 Equity Incentive Plan
(the "Incentive Plan") adopted by the Board of Directors and
approved by the Shareholders, effective as of August 1, 2003.
The Purpose of the Plan
UniPro (the "Grantor") is a young company. It will need
the help of all its employees and consultants to prosper and grow
in a market where many of its competitors are bigger and older.
The success of UniPro depends on many factors. One of the most
important, is the quality of its management and its consultants,
the quality and dedication of their work; the quality of their
perseverance. This option is intended to help build a strong
management team. The proof of that organizational strength, over
time, will be reflected in the financial performance and strength
of UniPro. Employees and consultants who are chosen for and
respond to the incentives in this option will positively share in
those financial rewards.
This option is anticipated to provide Optionee with
beneficial tax treatment. That is, no tax will be recognized on
the grant of the option. An Optionee who is not an employee at
the time of grant will recognize ordinary income at the date of
exercise, measured at the fair market value of the grantor's
Common Stock at the date of exercise.
NOW, THEREFORE, in consideration of the promises of the
Optionee to provide for One year from the date hereof, his
continual technology consulting services as an independent
business and financial consultant to the Grantor and to help it
achieve the goals set forth herein and for other good and
valuable consideration, the Grantor hereby grants to the Optionee
17,500 shares of Common Stock, and options to purchase 23,500
shares of common stock of the Grantor on the terms and conditions
set forth in this Agreement made as of this 24th day of February
23, 2004 by and between Grantor, a Florida corporation and the
Optionee, residing at in Boca Raton, Florida.
1. Option. Pursuant to the Plan, the Grantor hereby grants to
the Optionee an Option to purchase, at any time prior to 5:00
p.m. New York time on March 1, 2005, up to Twenty-Three Thousand
Five Hundred (23,500) fully paid and non-assessable shares of the
Common Stock of the Grantor, par value $.00l per share, subject
to the terms and conditions of this Agreement, including the
conditions for vesting set forth in Section 3(b).
2. Purchase Price. The purchase ("exercise") price shall be
$1.00 per share. The Grantor shall pay all original issue or
transfer taxes on the exercise of this option and all other fees
and expenses necessarily incurred by the Grantor in connection
therewith.
3. Exercise of Option.
(a) The Optionee shall notify the Grantor by registered or
certified mail, return receipt requested, addressed to its
principal office as to the number of shares which he desires to
purchase under the options herein granted, which notice shall be
accompanied by payment (by cash or certified check) of the option
price therefore as specified in Paragraph 2 above. As soon as
practicable thereafter, the Grantor shall at its principal office
tender to Optionee certificates issued in the Optionee's name
evidencing the shares purchased by the Optionee.
(b) The option granted hereunder shall vest in, and become
exercisable by, Optionee immediately.
4. Option Conditioned on Continued Consulting Relationship. If
Optionee's employment relationship with Grantor shall terminate
for any reason, any option granted to the Optionee hereunder
which has not vested shall immediately expire.
5. Divisibility and Non-Assignability of the Options.
(a) The Optionee may exercise the options herein granted
from time to time during the periods of their respective
effectiveness with respect to any whole number of shares included
therein, but in no event may an option be exercised as to less
than one hundred (100) shares at any one time, except for the
remaining shares covered by the option if less than one hundred
(100).
(b) The Optionee may not give, grant, sell, exchange,
transfer legal title, pledge, assign or otherwise encumber or
dispose of the options herein granted or any interest therein,
otherwise than by will or the laws of descent and distribution,
and these options, or any of them, shall be exercisable during
his lifetime only by the Optionee.
6. Stock as Investment. Unless shares are issued pursuant to an
effective registration statement, by accepting this option, the
Optionee agrees for himself, his heirs and legatees that any and
all shares purchased hereunder shall be acquired for investment
and not for distribution, and upon the issuance of any or all of
the shares subject to the option granted hereunder the Optionee,
or his heirs or legatees receiving such shares, shall deliver to
the Grantor a representation in writing, that such shares are
being acquired in good faith for investment and not for
distribution. Grantor may place a "stop transfer" order with
respect to such shares with its transfer agent and place an
appropriate restrictive legend on the stock certificate.
7. Restriction on Issuance of Shares. The Grantor shall not be
required to issue or deliver any certificate for shares of its
Common Stock purchased upon the exercise of any option unless (a)
the issuance of such shares has been registered with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, or counsel to the Grantor shall have given an
opinion that such registration is not required; (b) approval, to
the extent required, shall have been obtained from any state
regulatory body having jurisdiction thereof, and (c) permission
for the listing of such shares shall have been given by any
national securities exchange on which the Common Stock of the
Grantor is at the time of issuance listed.
8. Tax Withholding. The Company shall be entitled to withhold
all amounts required to pay any withholding tax which the Company
is required by law to withhold as a result of the exercise of an
option granted hereunder and pay over any amounts so withheld.
9. Effect of Mergers. Consolidations or Sales of Assets.
(a) In the event that the outstanding shares of Common Stock
are changed after the date hereof by reason of recapitalization,
reclassification, stock split-up, combination or exchange of
shares of Common Stock or the like, or by the issuance of
dividends payable in shares of Common Stock, an appropriate
adjustment shall be made by the Board of Directors, as determined
by the Board of Directors and/or the Committee, in the aggregate
number of shares of Common Stock issuable upon exercise of the
outstanding Options, and the Option Price per share. In the event
of any consolidation or merger of the Company with or into
another company, or the conveyance of all or substantially all of
the assets of the Company to another company, each then
outstanding Option shall upon exercise thereafter entitle the
holder thereof to such number of shares of Common Stock or other
securities or property to which a holder of shares of Common
Stock of the Company would have been entitled to upon such
consolidation, merger or conveyance; and in any such case
appropriate adjustment, as determined by the Board of Directors
of the Company (or successor entity) shall be made as set forth
above with respect to any future changes in the capitalization of
the Company or its successor entity. In the event of the proposed
dissolution or liquidation of the Company, other than in
connection with the sale of substantially all the assets of
Grantor, all outstanding Options under the Plan will
automatically terminate, unless otherwise provided by the Board
of Directors of the Company or any authorized committee thereof.
(b) Notwithstanding the above, this option may, at the
discretion of the Board of Directors of the Grantor and said
other corporation, be exchanged for options to purchase shares of
capital stock of another corporation which the Grantor, and/or a
subsidiary thereof is merged into, consolidated with, or all or a
substantial portion of the property or stock of which is acquired
by said other corporation or separated or reorganized into. The
terms, provisions and benefits to the Optionee of such substitute
option(s) shall in all respects be identical to the terms,
provisions and benefits of Optionee under his Option(s) prior to
said substitution. To the extent the above may be inconsistent
with Sections 424(a)(l) and (2) of the Code, the above shall be
deemed interpreted so as to comply therewith.
(c) Any adjustment in the number of shares of Common Stock
shall apply proportionately to only the unexercised portion of
the Options granted hereunder. If fractions of shares of Common
Stock would result from any such adjustment, the adjustment shall
be revised to the next higher whole number of shares of Common
Stock, so long as such increase does not result in the holder of
the option being deemed to own more than 5% of the total combined
voting power or value of all classes of stock of the Grantor or
its subsidiaries.
10. No Rights in Option Stock. Optionee shall have no rights as
a shareholder in respect of shares as to which the option granted
hereunder shall not have been exercised and payment made as
herein provided.
11. Effect Upon Employment. This Agreement does not give the
Optionee any right to continued employment by the Grantor.
12. Binding Effect. Except as herein otherwise expressly
provided, this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their successors legal
representatives and assigns.
13. Agreement Subject to Plan. Notwithstanding anything
contained herein to the contrary, this Agreement is subject to,
and shall be construed in accordance with, the terms of the Plan,
and in the event of any inconsistency between the terms hereof
and the terms of the Plan, the terms of the Plan shall govern.
14. Miscellaneous. This Agreement shall be construed under the
laws of the State of Florida. Headings have been included herein
for convenience of reference only, and shall not be deemed a part
of the Agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the 23rd day of February, 2004.
UniPro Financial Services, Inc.
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By: /s/
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AGREED TO AND ACCEPTED:
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
