EXHIBIT 10.16
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into
as of the 1st day of June, 2000, between EMISSIONS TESTING, INC., a Georgia
corporation (the "Company") and XXXXXX XXXXX, a resident of Atlanta, Georgia
(the "Consultant").
BACKGROUND STATEMENT
The Company wishes to retain the services of the Consultant, and the
Consultant is willing to consult with and provide services to the Company, all
in accordance with and subject to the terms of this Agreement.
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
1. ENGAGEMENT. The Company hereby retains the Consultant to provide the
Company with the services described in this Agreement, and the Consultant is
willing to provide such services, for and on behalf of the Company, all in
accordance with, and subject to, the terms and conditions of this Agreement. The
term of this Agreement shall begin as of June 1, 2000 and terminate at the close
of business on April 1, 2001.
2. SERVICES TO BE RENDERED. The consulting services to be provided by
the Consultant hereunder include assistance and advice in connection with the
emissions testing stations owned and operated by the Company located on 00 X.
Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx and at 000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx,
which stations were previously managed and operated by the Consultant for the
prior owner thereof. In addition, the Consultant will assist the Company in (a)
developing criteria for the selection of future emissions testing stations to be
operated by the Company, (b) managing and developing the emissions testing
stations of the
Company and (c) providing such other advice as may be requested from time to
time by the Company that relates to the Company's business or to the emissions
testing industry generally.
3. CONSULTING FEE. For his services hereunder, the Company shall pay to
the Consultant the sum of $1,000.00 per week. In addition, the Company will pay
the Consultant an automobile allowance in the amount of $500.00 per month.
4. STOCK OPTIONS. The Company agrees that as soon as practical after
the date on which the Company's shares of common stock, no par value per share,
are traded in the public market, the Company will issue to the Consultant an
option allowing the Consultant to purchase up to and including 120,000 shares of
the Company's common stock pursuant to a stock option plan adopted, or to be
adopted, by the Board of Directors of the Company (the "Plan").. The per share
exercise price under the option will be equal to the per share fair market value
of the Company's common stock on the date the option is granted to the
Consultant (the "Grant Date"). The fair market value of the Company's common
stock shall be determined by the committee established or to be established
under the Plan. The option will provide that the option shall vest in favor of
the Consultant as to 60,000 shares on the Grant Date and that the remaining
60,000 shares will vest in favor of the Consultant on October 1, 2001, but only
if, in each such instance, the Consultant has served continuously for the
Company as a consultant or an employee from and after the date hereof. The terms
under which the option will be granted will be set forth in a separate
instrument to be issued by the committee established or to be established under
the Plan.
5. RELATIONSHIP. The parties hereby agree that they are establishing an
independent contractor relationship pursuant to the terms of this Agreement, and
not an employer-employee, joint venture, partnership or other relationship. The
Consultant agrees and understands that he
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will not be eligible to participate in any employee health or benefit plans,
including any retirement plans, that may be adopted at any time by the Company.
6. MISCELLANEOUS. This Agreement: (a) shall be governed by the
substantive laws of the State of Georgia; (b) may not be altered or amended
except pursuant to a written agreement signed and delivered by each of the
parties hereto; (c) shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns; (d)
represents the entire agreement between the parties hereto with respect to the
subject matter hereof; and (e) may be executed in multiple counterparts. The
parties further agree and understand that the Consultant shall not have the
right to assign any rights or delegate any duties or responsibilities hereunder
to any other person or entity, without the prior written consent of the Company,
which consent may be granted or denied in its sole discretion. This Agreement
supercedes in its entirety the terms of that certain Consulting Agreement dated
June 1, 2000 between Xxxxxx Xxxxx Enterprises, LLC., and the Company (the "Prior
Agreement"). The Consultant represents that the Prior Agreement contains a
typographical error. The reference therein to "Xxxxxx Xxxxx Enterprises, LLC.,"
should have been to "Xxxxxx Xxxxx Enterprises, Inc." The parties hereto agree
and understand that the Prior Agreement is null and void and shall have no force
or effect whatsoever, and Xxxxxx Xxxxx Enterprises, Inc., is signing this
Agreement to signify its consent that the Prior Agreement is null and void and
shall have no further force or effect whatsoever.
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IN WITNESS WHEREOF, the parties have signed this Agreement, as of the 1st
day of June, 2000.
EMISSIONS TESTING, INC.
By: /s/ Xxxx Xxxxxxxxxxx
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Its: President/CEO
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/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
XXXXXX XXXXX ENTERPRISES, INC.
By: /s/ Xxxxxx Xxxxx
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Its: President
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