CONSULTING AGREEMENT
THIS
AGREEMENT
is dated
February 8, 2008 (the “Effective
Date”)
by and
between GEEKS
ON CALL HOLDINGS, INC., a
Delaware corporation (the “Company”)
and
XXXXXXX
XXXXX
(“Consultant”).
In
consideration of the mutual covenants contained herein, and for such other
good
and valuable consideration, the receipt and sufficiency of which are hereby
conclusively acknowledged, the parties, intending to be legally bound, agree
as
follows:
1. Consulting
Duties: The
Consultant shall provide consulting services to the Company, such duties to
include legal and business advice. In each case the Consultant’s activities
shall be performed under the supervision of and with the prior approval of
the
Company. Unless otherwise notified, the Consultant’s activities shall be subject
to the direction and approval of the Chief Executive Officer of the Company.
Additionally, the Consultant shall upon request of the Company consult and
advise the Company on a variety of corporate matters on an on-going basis.
2. Access
to Certain Information.
The
Company may provide to the Consultant copies of proposed Company literature
and/or information prior to the dissemination of such literature and/or
information to third parties. The Consultant shall not disseminate any Company
materials or documents, shall not provide any third-party any information
concerning the Company, nor utilize such materials for his own purposes, without
the prior written approval of the Company.
3. Term. The
term
of this Agreement shall be for a period of twenty four (24) months from the
date
of this Agreement (the “Term”).
4. Fees.
(a) The
fees
for services shall be $50,000 per annum payable in equal monthly installments,
with the first installment payable upon the signing of this contract, and each
subsequent monthly fee component being payable promptly in subsequent 30-day
intervals. Consultant acknowledges that Company is not presently publicly
reporting, or quoted or traded on any public securities market or quotation
service. Effective as of the date of the Company’s combination with a company
that is publicly reporting, or quoted or traded on a public securities market
or
quotation service, the Company shall cause this Agreement to be assumed by
such
public company, and the Company shall be released from all obligations
hereunder.
(b) Stock
Options.
Immediately following consummation of the Company’s contemplated reverse merger
transaction with a to-be-identified public company (such transaction referred
to
herein as the “Reverse Merger”; and the entity which results from the Reverse
Merger referred to herein as the “Merged Entity”), the Merged Entity shall grant
the Consultant options to purchase 150,000 shares of the Merged Entity’s common
stock (“Options”), pursuant to an Equity Incentive Plan to be adopted by the
Merged Entity (the “Incentive Plan”). Such grant shall be evidenced by an Option
Agreement, as contemplated by the Incentive Plan. The per share exercise price
of the Options shall be $1.00, which represents the contemplated fair market
value per share of the Merged Entity’s common stock on the date of the
contemplated Reverse Merger. The term of the Option shall be six years from
the
Effective Date. Twenty-Percent (20%) of the Options shall become exercisable
on
each anniversary of the Effective Date that Consultant remains employed by
the
Merged Entity. Upon a change of control (as defined below) of the Merged Entity,
all unvested Options will immediately vest.
(c) In
the
event that the Merged Entity experiences a Change of Control (as defined below)
and after giving effect to such Change of Control, this Agreement is not fully
and completely reaffirmed by the surviving or succeeding entity, then the
Consultant shall be entitled to receive in a lump sum in cash, within 10
calendar days of the Change of Control Date (as defined below), the balance
of
any outstanding consulting fees payable to the Consultant for the remainder
of
the Term.
“Change
of Control” as used herein shall mean a merger, consolidation, sale of assets or
sale of stock or other transaction after giving effect to which the
equityholders of the Merged Entity prior to giving effect to such transaction
own less than 50.1% of the equity of the Merged Entity after giving effect
to
such transaction, calculated on a fully diluted basis. The date upon which
a
Change of Control shall be consummated shall be a “Change of Control
Date.”
5 Income
Tax.
The
Consultant shall be responsible for the payment of his income taxes as shall
be
required by any governmental entity with respect to compensation paid by the
Company to the Consultant.
6 Confidential
Information.
The
Consultant shall not, either during the continuance of his contract hereunder
or
any time thereafter, disclose the private affairs of the Company and/or its
subsidiary or subsidiaries, or affiliates or any secrets of the Company and/or
its subsidiary or subsidiaries or affiliates, to any person (directly or
indirectly) whether or not to the detriment of the Company and shall not (either
during the continuance of its contract hereunder or any time thereafter) use
any
information he may acquire in relation to the business and affairs of the
Company and/or its subsidiary or subsidiaries for his own benefit or purposes
(directly or indirectly), or for any purpose other than those of the Company
as
more particularly described in paragraph 1 above.
7 Expenses.
Consultant
shall xxxx all expenses that are approved in advance by the Company for routine
communications, including phone, postage, fax, etc., on an itemized and
documented basis. For material expenses exceeding in any single instance U.S.
$500 for any dissemination or distribution programs or related expenses,
specific approval shall be sought in writing prior to incurring such expenses,
and these will be paid in advance by Company prior to being
incurred.
8 Termination.
This
Agreement may be terminated by the Company without prior notice if at any
time:
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(a)
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The
Consultant shall commit any breach of any of the provisions herein
contained;
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(b)
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The
Consultant shall be guilty of any misconduct or neglect in the discharge
of its duties hereunder;
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(c)
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The
Consultant shall become bankrupt or make any arrangements or composition
with his creditors; or
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(d)
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The
Consultant shall become unavailable or fail to follow the directions
of
the Company or become of unsound mind or be declared incompetent
to handle
his own personal affairs;
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(e)
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On
thirty (30) days prior written notice to Consultant (provided if
such
termination shall be prior to payment of at least 12 months of monthly
payments hereunder, upon such termination the balance of any remaining
monthly payment shall be paid in full for the balance of the 12 months
period remaining).
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9 Other
Interests.
The
Company is aware that the Consultant has now and will continue to have business
interests in other companies and the Company recognizes that these companies
will require a certain portion of the Consultant’s time. The Company agrees that
the Consultant may continue to devote time to such outside interests, PROVIDED,
THAT, such interests do not conflict with, in any way, the time required for
the
Consultant to perform his duties under this Agreement.
10 Miscellaneous.
(a) This
Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, successors and assigns. The services to be performed
by the Consultant pursuant hereto are personal in character, and neither this
agreement nor any rights or benefits arising hereunder are assignable by the
Consultant without the prior written consent of the Company.
(b) This
Agreement contains the entire agreement and understanding between the parties
and supersedes any and all prior understandings and agreements between the
parties regarding the engagement of the Consultant.
(c) No
modification hereof shall be binding unless made in writing and signed by the
party against whom enforcement is sought. No waiver of any provisions of this
Agreement shall be valid unless the same is in writing and signed by the party
against whom it is sought to be enforced, unless it can be shown through custom,
usage or course of action.
(d) This
Agreement is executed in, and it is the intention of the parties hereto that
it
shall be governed by, the laws of the State of Virginia without giving effect
to
applicable conflict of laws provisions.
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(e) The
provisions of this Agreement shall be deemed to be severable, and the invalidity
or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
(f) Any
notice or communication permitted or required by this Agreement shall be in
writing and shall become effective upon personal service, or service by wire
transmission, which has been acknowledged by the other party as being received,
or two (2) days after its mailing by certified mail, return receipt requested,
postage prepaid addressed as follows:
(1) If
to the
Company:
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000
Xxxxxxxxxx Xxxx
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Xxxxx
000
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Xxxxxxx,
XX 00000
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Attn: Chief
Executive Officer
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Fax: 000-000-0000
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With a copy to:
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Xxxxxx
X. Xxxxxx, Esq.
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Xxxxxx
and Xxxxx, LLP
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000
Xxxx 00xx Xxxxxx, Xxxxx 0000
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Xxx
Xxxx, Xxx Xxxx 00000
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Fax:
000-000-0000
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(2) If
to the
Consultant, to:
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Xxxxxxx
Xxxxx
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000
Xxxxxx Xxxxx Xxxx
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Xxxxxxxx
Xxxxx, XX 00000
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(g)
Non-Disparagement.
Both
parties acknowledge and agree not to defame or publicly criticize the services,
business, integrity, veracity or personal or professional reputation of the
other, in either a professional or personal manner, at any time during or
following the employment period. With respect to the Company, this shall include
any officers, directors, partners, executives, employees, representatives or
agents of the Company, or of the Merged Entity.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF,
GEEKS
ON CALL and Consultant have executed this Agreement as of the Effective
Date.
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CONSULTANT
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By:
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/s/
Xxxxxxx X. Xxxx
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/s/
Xxxxxxx Xxxxx
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Name:
Xxxxxxx X. Xxxx
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Xxxxxxx
Xxxxx
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Title:
CEO
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