X. Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxx X. Xxxx
0000 Xxxxxxxxx Xxxxx East 000 Xxxx Xxxxxx 00 Xxxxxxxxx Xxxx
Xxxxx, Xxxxxxx 00000 Xxxxx 000 Xxx Xxxxxx, XX 00000
Xxxxxxx, XX 00000
September 30, 1996
Intelligent Decision Systems, Inc.
00000 Xxxxx Xxxxxxxx Xxxx Xxxxx
Xxxxxx, Xxxx 00000
Gentlemen:
This letter memorializes the agreement between X. Xxxxx Xxxxxxxxx, Xxxxxxx
Xxxxx and Xxxxx X. Xxxx on the one hand (collectively, "Consultant") and
Intelligent Decision Systems, Inc., a Delaware corporation ("Company") on the
other hand, regarding Consultant providing consulting services to Company.
Consultant hereby agrees to provide consulting services to Company, for
two years starting as of the date of this letter agreement, regarding the
following topics: strategic planning, licensing, technical issues, strategic
alliances/partners and the development of business opportunities. Consultant
will also review Company's current operations and finances, and prepare a report
to Company describing problems found and recommended remedies.
In consideration for the services provided by Consultant, Company hereby
agrees (a) to pay fees to Consultant in the form of stock options in the Company
as described in detail in the next paragraph and (b) to indemnify and hold
harmless Consultant and its subcontractors and affiliates (including X. Xxxxx
Xxxxxxxxx, Xxxxxxxxx & Associates, Xxxxxxx Xxxxx, Xxxxx X. Xxxx and Devonwood
Management LLC), directors, officers, agents and employees from and against any
losses, claims, damages, judgments, assessments, costs and other liabilities and
will reimburse each indemnified person for all fees and expenses as they are
incurred in investigating, preparing, pursuing or defending any claim, action,
proceeding or investigation, whether or not in connection with pending or
threatened litigation or whether or not any indemnified person is a party,
arising out of or in connection with advice or services rendered or to be
rendered by any indemnified person pursuant to this letter agreement; provided
that Company will not be responsible for any liabilities or expenses of any
indemnified person that are determined by a judgment of a court of competent
jurisdiction to have resulted from such indemnified person's gross negligence or
willful misconduct in connection with any of the advice, actions, inactions or
services referred to above. In addition to the foregoing, Company also agrees to
reimburse Consultant for any and all reasonable out-of-pocket expenses,
including legal fees incurred in connection with the services provided
hereunder.
In consideration for the services described above, Company will issue to
Consultant 1.95 million options (650,000 options to each of the entities and
persons constituting Consultant) to purchase common stock of Company at an
exercise price of $ 1.25 per share, which will be provided in Intelligent
Decision Systems, Inc. customary Option Agreement. The stock options shall be
issued in accordance with the following criteria:
Options for 100,000 shares will vest immediately and must be
exercised within 30 days of the date of this letter agreement.
Options for 875,000 shares will vest immediately and expire on
December 31 1998.
The remaining 975,000 options shall vest one year after date of this
letter agreement and expire five years after the date of this letter
agreement.
The Company shall cause the underlying stock to be registered by
filing Form S-8 with the Securities and Exchange Commission to the
extent available to the Company.
The Company will use its best efforts to expedite the creation of
the options and the filing of documents with the Securities and
Exchange Commission.
The Company agrees to provide Consultant the opportunity for two seats on
the Board of Directors, subject to the various limitations imposed by the
articles of incorporation and bylaws of Company, the laws of the State of
Delaware, and any future limitations with respect to stock exchange listings.
At any time until the date six months after the date of this letter
agreement, either party may terminate this agreement for cause upon 30 days
written notice to the other party at the addresses shown above. Cause shall
include gross negligence and/or willful misconduct.
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning to the above address the duplicate copy of this letter.
Sincerely,
/s/ X. Xxxxx Xxxxxxxxx
X. Xxxxx Xxxxxxxxx
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
ACCEPTED AND AGREED AS OF
THE DATE FIRST ABOVE WRITTEN;
Intelligent Decision Systems, Inc.
By:/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President
