Exhibit 10.25
BUSINESS ADVISORY BOARD AGREEMENT
THIS AGREEMENT is by and between Ecology Coatings, Inc., a California
corporation (the "Company"), and Xx. Xxxxxxx X. Xxxxx, Xx. ("Xxxxx"), by and
through The Rationale Group, LLC, a Michigan limited liability company, and is
entered to be effective as of June 1, 2007 (the "Effective Date").
RECITALS
WHEREAS, the Company desires to retain Coyro for Chairman of the Compnay's
Business Advisory Board;
WHEREAS, the Company has determined that it is desirable to provide Coyro
with compensation and benefits terms which adequately compensate Coyro for the
services he renders to the Company, and, to ensure such compensation and
benefits are consistent with those of like consultants of other public
companies; and
WHEREAS, Coyro is willing to serve as Chairman of the Business Advisory
Board upon the terms and conditions set forth herein.
AGREEMENT
Now, therefore, it is hereby agree as follows:
1. TERM. The term of this Agreement shall commence as of the Effective Date
and shall expire, subject to earlier termination of employment as hereinafter
provided, on June 1, 2009.
2. POSITION AND DUTIES. During the term of this Agreement, Coyro shall
serve as Chairman of the Business Advisory Board and shall have the normal
duties, responsibilities, functions and authority of such position, subject to
the powers of the Company's Board of Directors and Chief Executive Officer to
expand or limit such duties, responsibilities, functions and authority, limited
only to those duties, responsibilities, functions and authority commensurate
with an advisory board position. Without limiting the foregoing, Coyro shall:
(i) attract and recruit seasoned professionals to serve on the Business Advisory
Board; (ii) identify potential investors to the Company, and; (iii) act as a
strategic Coyro and mentor to the Company's management team. Coyro shall serve
on a part-time basis.
3. COMPENSATION.
3.1 Monthly Consulting Fee. During the term of the Agreement, the
Company shall pay Coyro Eleven Thousand and 00/100 dollars ($11,000.00) per
month via a cheque made payable to The Rationale Group, LLC beginning on
June 30, 2007 and continuing with like payments on the last business day of
each month thereafter.
3.2 Options. The Company shall issue Coyroy options to purchase Two
Hundred Thousand (200,000) shares of the Company's common stock. The
exercise price of the options shall be Two and 00/100 dollars ($2.00) per
share. The options shall vest as follows: 25% on the six (6) month
anniversary of the Effective Date; 50% on the twelve (12) month anniversary
of the Effective Date; 75% on the eighteen (18) month anniversary of the
Effective Date, and; 100% on the twenty-four (24) month anniversary of the
Effective Date. The options shall have a ten (10) year term from the date
of issue. Should this Agreement terminate prior to June 1, 2009, Coyro
shall be entitled, on a pro rata basis, to those options which have vested
as of the date of termination. For example, if this Agreement is terminated
on April 1, 2008, Coyro shall be issued options to purchase Seventy-Five
Thousand (75,000) shares of the Company's common stock.
3.3 Expenses. Coyro shall be entitled to receive prompt reimbursement
for all reasonable expenses incurred by Coyro in the conduct of Company
business. Coyro must present to the Company reasonably detailed receipts
with respect to all expenses prior to any reimbursement. All expenses must
be pre-approved by the Chief Financial Officer of the Company, or his
designee.
3.4 No Other Compensation. Except as explicitly provided for herein,
Coyro shall not be entitled to any additional compensation unless hereafter
agreed to by the parties.
4. TERMINATION.
4.1 Termination by the Company. The Company may terminate this
Agreement immediately for Cause. For purposes hereof, "Cause" shall mean:
(a) the continued failure of Coyro to perform substantially Coyro's duties
with the Company as set forth in Section 2, or; (b) dishonest or fraudulent
conduct, a deliberate attempt to do injury to the Company, or other
conduct, past or present, that materially discredits the Company or is
materially detrimental to the reputation of the Company including Coyro's
conviction of or plea of guilty or no contest to a felony under any state
or federal statute, which is materially injurious to the Company.
4.2 Death of Coyro. This Agreement shall terminate immediately upon
the death of Coyro, except that Coyro's estate shall be entitled to receive
any amount accrued under Section 3 for the period prior to Coyro's death
and any other amount to which Coyro was entitled of the time at his death.
5. CONFIDENTIAL INFORMATION. Coyro acknowledges that, in the course of
carrying out, performing and fulfilling Coyro's duties hereunder, Coyro will
have access to and will be entrusted with detailed, confidential and sensitive
information relating to the business of the Company (the "Confidential
Information") the disclosure
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of any of which Confidential Information would be highly detrimental to the
interests of the Company. Except as may be required in the course of carrying
out Coyro's duties hereunder, Coyro covenants and agrees with the Company that
Coyro will not disclose either during the term of this Agreement or at any time
thereafter, any of such Confidential Information to any person (subject to legal
compulsion).
6. MUTUAL INDEMNITY. The Company hereby agrees to indemnify and save
harmless Coyro against all damage costs, claims and expenses incurred in
connection with the provision of Coyro's services to the Company in accordance
with the terms of this Agreement (other than as a result of negligence on the
part of Coyro) and this subparagraph shall survive the termination of this
Agreement. Coyro hereby agrees to indemnify and save harmless the Company and
its directors, officers, shareholders and employees against all damage costs,
claims and expenses incurred in connection with the provision of Coyro's
services to the Company in accordance with the terms of this Agreement (other
than as a result of negligence on the part of the Company) and this subparagraph
shall survive the termination of this Agreement.
7. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties with respect to the transactions contemplated herein and supersedes,
as of the Effective Date any prior agreement or understanding between the
Company and Coyro with respect to Coyro's relationship with the Company. The
unenforceability of nay provision of this Agreement shall not affect the
enforceability of any other provision. This Agreement may not be amended except
by agreement in writing signed by Coyro and the Company, or any waiver, change,
discharge or modification as sought. Waiver or failure to exercise any rights
provided by this Agreement and in any respect shall not be deemed a waiver of
any further or future rights.
8. ATTORNEYS' FEES and COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
9. GOVERNING LAW. This Agreement and all the amendments hereof, and waivers
and consents with respect thereto shall be governed by the laws of the State of
Michigan.
10. ASSIGNMENT. This Agreement shall not be assigned to other parties.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
Effective Date.
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The Company
Ecology Coatings, a California corporation
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Xxxx X. Xxxxx, Esq.
Vice President
The Rationale Group, LLC
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Xx. Xxxxxxx X. Xxxxx, Xx., President
The Rationale Group, LLC
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