CONSULTING AGREEMENT
Exhibit 10.2
This Consulting Agreement (this “Agreement”) is made as of February 1, 2009 by and between
XENONICS HOLDINGS, INC., A Nevada corporation (“Company”), and Xxxxx Xxxxxxx (“Consultant”), and
supercedes the Consulting Agreement between the parties made as of June 4, 2008.
1. Consulting Arrangement. The Company shall employ Consultant, and Consultant shall
serve the Company as a Consultant.
2. Duties. Consultant shall serve as a member of the Company’s Executive Committee.
Consultant will be responsible for marketing and sales of the Company’s products.
3. Term. The term of the Agreement shall be for twenty-four (24) months commencing
February 1, 2009 and ending on January 31, 2011. This Agreement may be terminated by either party
upon thirty (30) days’ written notice.
4. Compensation. The Company shall pay to Consultant $15,000 per month during the
term of this Agreement. In addition, the Company shall grant Consultant five-year options to
purchase 125,000 shares of the Company’s common stock, exercisable at $.73 per share. Such options
shall vest only if: (i) the gross revenues of the Company exceed $20 million for the 2009 fiscal
year; (ii) the Company shows a net profit of at least $500,000 for such fiscal year; and (iii)
Consultant is performing services under this Agreement on September 30, 2009.
5. Expenses. All travel, entertainment and other reasonable business expenses
incident to the rendering of services by Consultant hereunder will be promptly paid or reimbursed
by the Company subject to the submission being in accordance with the Company’s policies in effect
from time to time.
6. Non-Disclosure. Consultant will not at any time after the date of this Agreement
divulge, furnish, or make accessible to anyone (other than in the regular course of business of the
Company) any knowledge or information with respect to confidential or secret processes, inventions,
discoveries, improvements, formulas, plans, material, devices, or ideas or other know how, whether
patentable or not, with respect to any confidential or secret engineering, development or research
work or with respect to any confidential or secret engineering, development or research work or
with respect to any other confidential or secret aspect of the business of the Company.
7. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
| XENONICS HOLDINGS, INC. |
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| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Xxxx X. Xxxxxxxx, Chairman | ||||
| CONSULTANT |
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| /s/Xxxxx Xxxxxxx | ||||
| Xxxxx Xxxxxxx | ||||
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