Exhibit 10.7
Consulting Agreement (this "Agreement") made this 21st day of January 2003
between Wire One Technologies, Inc., a Delaware corporation having its principal
office at 000 Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 (hereinafter "Wire One"),
and Xxxxxxxx Xxxxxxxx, 000 Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter "Consultant").
Whereas, Consultant is currently employed by Wire One as Executive Vice
President Business Affairs and General Counsel under an agreement dated November
30, 2000, as amended July 30, 2002 (collectively, the "Employment Agreement");
Whereas, Consultant and Wire One have determined it to be in their mutual best
interests to terminate the term of the Employment Agreement, simultaneous with
the commencement of Consultant's engagement as a consultant.
Now Therefore, in consideration of their mutual promises made herein, and for
other good and valuable consideration, the parties hereby agree as follows:
1. Termination of Term of Employment Agreement; Commencement of Consultancy
Term. (a) The term of the Employment Agreement (including in association
therewith Consultant's appointment as Wire One' corporate secretary) shall
terminate on January 31, 2003 (the "Employment Agreement Termination
Date"). Consultant acknowledges that he shall not, either upon or otherwise
by virtue of such termination, become entitled to receive any severance
compensation of any nature whatsoever. (b) The term of Consultant's
services under this Agreement (the "Consultancy Term") shall commence upon
the day following the Employment Agreement Termination Date and shall,
subject to Paragraph 5 below, terminate on November 30, 2003.
2. Services. Consultant shall assist Wire One's management and outside legal
counsel in the administration of Wire One's legal and business affairs,
including without limitation participation in (a) the preparation and
drafting of commercial contracts, (b) transactions involving the
acquisition or disposition of assets, (c) reporting and other compliance
under the securities laws, (d) personnel and other labor matters and (e)
management of litigation. Consultant shall be available to Wire One
approximately 20 hours per week for his performance of services under this
Agreement and shall devote first priority to his responsibilities to Wire
One among all of his professional responsibilities.
3. Compensation. As compensation for Consultant's services under this
Agreement, Wire One shall (a) pay Consultant a cash fee, with respect to
each month of the Consultancy Term, in the amount of $11,500 per month (the
"Cash Fee"), payable on the fifteenth day of each such month, and (b)
permit Consultant to retain the stock options granted to his during his
employment by Wire One, provided that the vesting of such stock options
shall (to the extent based solely upon Consultant's continuing engagement
hereunder) cease upon any termination of the Consultancy Term in accordance
with Paragraph 5 below (it being understood that such vesting shall
continue to the extent based upon Consultant's continuing service as a
member of the Board of Directors of Wire One). Consultant's rights as an
optionee shall continue to be governed by the terms of the associated stock
option agreements currently in effect and the 2000 Stock Incentive Plan.
Wire One shall, in addition to Consultant's compensation, reimburse
Consultant for any reasonable expenses incurred by Consultant in the
performance of his duties under this agreement, upon submission of evidence
thereof reasonably satisfactory to Wire One.
4. Information; Work Product. From time to time as requested by Consultant,
Wire One shall furnish to Consultant any information that is reasonably
required to enable Consultant to perform his duties under this agreement.
Consultant shall not disclose any confidential information furnished to his
by Wire One unless, and then only to the extent that, such disclosure is
legally required. Any compilation of data, work product, work of authorship
and other materials created or produced by Consultant within the scope of
his duties under this agreement shall be the sole and exclusive property of
Wire One.
5. Consultant's Other Endeavors. Wire One acknowledges that Consultant plans
to pursue employment or consultancy engagements by parties other than Wire
One ("Other Endeavors") and that Consultant shall (subject to the final
sentence of Paragraph 2 above) have the unrestricted right to pursue Other
Endeavors, whether or not such Other Endeavor results in a conflict of
interest with the interests of Wire One (a "Conflict"). If Consultant
secures any Other Endeavor (of which Consultant shall promptly notify Wire
One, for purposes of both this Paragraph 5 and of Paragraph 1 (b) above),
(a) Consultant shall have the right to terminate the Consultancy Term
effective upon at least ten days' prior written notice to Wire One (but not
earlier than February 28, 2003) and (b) if Wire One reasonably determines
that such Other Endeavor results in a Conflict, Wire One shall have the
right to terminate the Consultancy Term effective upon at least ten days'
prior written notice to Consultant. In the case of any such termination,
the Cash Fee for the calendar month within which such termination becomes
effective shall be adjusted pro rata to reflect the resulting partial
calendar month of the Consultancy Term (it being understood that, if
Consultant has already received payment of the full Cash Fee for such
calendar month, Consultant shall refund to Wire One a pro rata portion
thereof corresponding to the portion of such month remaining following the
effective date of such termination).
6. Miscellaneous. This agreement is made in the State of New Jersey and shall
be governed by New Jersey law. This agreement constitutes the entire
agreement, and shall supersede any prior or contemporaneous agreement, oral
or written, between the parties hereto regarding Consultant's services to
Wire One as an employee or consultant following the Employment Agreement
Termination Date (it being understood that the provisions of the Employment
Agreement that survive the termination of the "Employment Period"
thereunder shall remain in full force and effect) and may not be modified
or amended except by a written document signed by the party against whom
enforcement is sought. The relationship of Consultant to Wire One is solely
that of independent contractor and nothing herein shall be deemed to place
the parties in any other or different relationship, including but not
limited to that of employer-employee, principal-agent, or as partners in a
joint venture. This agreement may be signed in more than one counterpart,
in which case each counterpart shall constitute an original of this
agreement.
IN WITNESS WHEREOF, the parties have signed this agreement as of the day and
year first above written.
WIRE ONE TECHNOLOGIES, INC.
By: /s/
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/s/
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Xxxxxxxx Xxxxxxxx