CONSULTING AGREEMENT
Exhibit
10.1
This
Agreement shall be effective this 1st day of January 2010 by and between Halifax
Corporation of Virginia, a Virginia corporation (hereinafter referred to as
Halifax) and Xxxxxx Xxxxxxx, an individual business consultant (hereinafter
referred to as Consultant).
WHEREAS,
Halifax is engaged in the business of providing goods and services to a broad
range of customers related to enterprise logistic services, high availability
services, and other services and wishes to obtain outside counsel and advice
with regard to said operations; and
WHEREAS,
Consultant is uniquely qualified to provide such advice and
counsel;
NOW,
THEREFORE, in consideration of the mutual premises and covenants contained
herein, it is agreed as follows:
1) Purpose:
To provide Halifax with access to Consultant's extensive business and corporate
experience and special expertise unique to the operations of the
Company.
2) Term
of Agreement: This Agreement shall be for a term of nine (9) months commencing
January 1, 2010, and ending on September 30, 2010. The term may be extended by
mutual agreement.
3)
Consultant's Duties: To the extent mutually agreed to by Consultant and Halifax,
Consultant will furnish counsel and advice as specifically requested by the
President or senior management of Halifax related to corporate activities,
financial reporting, taxation and business strategy and other general corporate
matters. Consultant will furnish Halifax with contact reports and verbal
briefings on all services performed.
4)
Consultant's Services: It is contemplated that only part of Consultant's time,
during the term of the contract, will be occupied by providing advice and
counsel under this contract. However, all Consultant's work in connection with
this Agreement shall be done exclusively on behalf of Halifax. Consultant shall
not do anything which in any way competes with Halifax.
5)
Compensation: Consultant shall receive base compensation at a rate of $12,534
per month, payable monthly on the last day of each month.
6) Expenses:
Consultant shall be reimbursed for the reasonable and necessary cost of meals;
lodging and incidentals in accordance with the policies of Halifax. Consultant
shall obtain prior approval whenever possible for such expenses and except in
extraordinary cases, such expenses shall be incurred prior to
reimbursement.
7)
Facility Support: Halifax may provide office space at a Halifax location
specified by the President & CEO building for use by Consultant as needed
and when available.
8)
Relationship of Parties: Consultant is and shall in all events be an independent
contractor and nothing in this agreement shall be construed as constituting an
agency, partnership, legal representative or employer/employee relationship with
Halifax for any purpose. Consultant does not have authority to bind Halifax and
Consultant shall not hold himself out as an employee of Halifax.
9)
Disclosure of Information: Consultant recognizes and acknowledges that he will
regard as strictly confidential the information and knowledge which he may
acquire from Halifax, its employees, or other consultants, its method of
conducting its business affairs, inventions, designs, methods, systems, trade
secrets and other private matter, and all such other information which the
Consultant may acquire in Halifax's plant or premises or which may be disclosed
by Halifax to the Consultant. Consultant agrees that he shall not disclose any
such information or knowledge to any person, firm, corporation or other entity
for any reason or purpose whatsoever except to Halifax's personnel or with
Halifax's written permission. Consultant further agrees that he will not, during
or subsequent to this contract, make any use of the aforesaid knowledge and
information for his personal benefit.
10)
Ownership of Documents: Consultant agrees that any and all documents, reports
and other data produced under this contract shall become and shall remain the
property of Halifax.
11)
Limitation of Liability: The consultant shall save and hold harmless and
indemnify Halifax Corporation against any and all kind of claims, liabilities,
and costs of whatsoever kind and nature for injury to or death of any person or
persons and for loss or damage to any property (Halifax or otherwise) occurring
in connection with or in any incident to or arising out of occupancy, use,
service, operations or performance of work under the terms of this Agreement;
resulting in whole, or in part from the negligent acts or omissions of
Consultant or any employee, agent or representative of the
Consultant.
12)
Covenant of Non-Competition: Consultant acknowledges that in his capacity as
Vice President- Finance and CFO of Halifax, he has had a great deal of exposure
and access to a broad variety of commercially valuable proprietary information
which is vital to the success of the business of Halifax and its subsidiaries,
including by way of illustration, past, current, and future business practices,
strategies, plans, and other confidential information. Of the above information
and in consideration of the compensation to be paid by Halifax to him under this
Agreement, Consultant hereby acknowledges and agrees that he will keep such
information confidential.
13) This
agreement replaces and supersedes the Severance Agreement dated M ay 13, 2009
between the Company and Xxxxxx Xxxxxxx.
14)
Miscellaneous: This Agreement may be modified only in writing signed by both
parties. This Agreement constitutes the entire Agreement between the parties
relating to the subject matter contained herein, but this Agreement shall be
collateral to any contract not concerned with the subject matter contained
herein. Any waiver of a right under or breach of a provision of this Agreement
shall not be a waiver of any other rights or subsequent breach of the same or
other provisions of this Agreement. This Agreement shall be interpreted under
the laws of the Commonwealth of Virginia.
15) Notices:
Any notice required or permitted to be given under this contract shall
be
sufficient if in writing, or email to Consultant at Xxxxxxx_xxx@xxxxx.xxx
or mail at:
Xxxxxx
Xxxxxxx
0000
Xxxxxxxxx Xxxx
Xxxxxxxxxx,
XX 00000
or in the
case of Halifax, via email to XXxxxx@xxxxxx.xxx or by mail to its
headquarters:
Halifax
Corporation
0000
Xxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxx X. XxXxx, President & CEO
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
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By:
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/s/
Xxxxxx Xxxxxxx
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Xxxxxx
Xxxxxxx
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Title:
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Consultant
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Date:
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December
14, 2009
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By:
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/s/
Xxxxxxx X. XxXxx
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Xxxxxxx
X. XxXxx
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Halifax
Corporation
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Title:
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President
& CEO
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Date:
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December
14, 2009
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