EXHIBIT 10.10
CONSULTING AGREEMENT
This Consulting Agreement ("Consulting Agreement") is entered into as
of this 23 day of August, 1999 by and between GoHealth.MD, Inc., a Delaware
corporation (the "Company"), and Xxxxx Gettson ("Consultant").
WHEREAS, the Company desires to obtain the benefit of the Consultant's
advise and experience to the Company, under the terms of this Consulting
Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, hereby
agree as follows:
1. Scope of the Consulting. During the Term (as hereinafter defined),
the Consultant shall provide such consultancy services to the Company at such
times and such places as shall be agreed from time to time between the Company
and the Consultant. Notwithstanding the foregoing or any other requirements and
duties of the Consultant hereunder, the Company agrees and acknowledges that the
Consultant is not obligated to render services at the Company's place of
business, is not obligated to render services for a fixed number of hours or
days or on project basis, is not subject to any time schedules or deadlines for
rendering services and from time to time may decline requests from the Company
for services hereunder if the Consultant deems such request to be unreasonable
burdensome or onerous. None of the foregoing shall effect, limit or mitigate the
Consultant's right to retain full compensation set forth in Paragraph 3 hereof.
In the event the Consultant is unable to perform any or all of his duties
hereunder because of death or disability, the Consultant shall not be obligated
to return any of the Compensation set forth in Paragraph 3 hereof. Nothing in
this Consulting Agreement shall be deemed to imply that the relationship between
the Company and the Consultant is that of employer and employee.
2.Term of Agreement. This Consulting Agreement shall commence on the
date hereof and shall automatically terminate on the one year anniversary hereof
(the "Term").
3. Compensation. As consideration for his services under this
Consulting Agreement, Consultant shall receive, on the date hereof,
non-qualified stock options to purchase 25,000 shares of the Company's common
stock, $0.001 par value, at an exercise price of $1.00 per share (the
"Options"). The Options shall be immediately exercisable on the date of grant,
and shall be granted pursuant to a stock option agreement in the form attached
as Exhibit A hereto.
4. Reimbursement of Expenses. The Company shall reimburse Consultant
for all reasonable expenses incurred by him in connection with the performance
of his duties under this Consulting Agreement, upon presentation of appropriate
documentation covering such expenses.
5. Early Termination. This Consulting Agreement shall terminate upon
the death of Consultant or upon the continued inability of Consultant to perform
the essential requirements of his duties and responsibilities hereunder for a
period of one hundred eighty (180) consecutive days due to illness, injury or
other physical or mental incapacity, to the extent permitted by law. Any earlier
termination hereunder shall not affect, limit or mitigate Consultant's right to
retain the full compensation set forth in Paragraph 3 hereof.
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6. Representation and Warranties. The Company represents and warrants
to Consultant that: (i) the execution, delivery and performance by the Company
of this Consulting Agreement and its obligations hereunder have been duly
authorized by all requite corporate action, and is a valid and binding
obligation of the Company, (ii) 25,000 shares of the Company's Common Stock have
been, and shall remain from and after the date hereof, duly authorized and
reserved for issuance upon exercise of the Options, and (iii) the shares
issuable upon exercise of the Options will, from and after the date hereof, not
be subject to preemptive or similar rights of any person, and when issued
against payment thereof in accordance with the terms of the Options, will be
validly issued, fully paid and non-assessable.
7. Governing Law. This Consulting Agreement shall be governed by the
laws of the State of New Jersey, without regard to conflicts of laws principles.
8. Severability. If any provision of this Consulting Agreement is held
to be invalid, illegal or unenforceable for whatever reason, that provision
shall be construed to have the broadest interpretation that would make it valid
and enforceable. Invalidity, illegality or unenforceablity of one provision
shall not effect the validity or enforceability of another provision in this
Consulting Agreement.
9. Independent Contractor. The Consultant shall conduct his business as
an independent contractor and shall pay all taxes, duties, social security
contributions and other such payments of same nature which may be found due in
respect of the Consultant's services and the payment of fees by the Company to
the Consultant thereunder.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Consulting Agreement as of the date first above written.
GOHEALTHMD. ,INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: ____________________
Title: ______________________
CONSULTANT
/s/ Xxxxx Gettson
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Xxxxx Gettson
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