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EXHIBIT 10.3
CONSULTANT AGREEMENT
THIS CONSULTANT AGREEMENT (the "Agreement"), made as of the 5th day of
January, 1999, is entered into by PictureTel Corporation a duly organized
Delaware Corporation with its principal place of business at 000 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxxxxxxxxxxx 00000 (the "Company") and Xxxx Xxxxxxx, 000 Xxxxxxx Xxxx,
Xxx Xxxxx, XX 00000 (the "Consultant").
WHEREAS, the Company is engaged in the design, development, manufacture,
marketing, sale and service of advanced video collaboration solutions worldwide;
and
WHEREAS, Consultant possesses extensive executive management experience in
the development of high technology businesses producing low cost (hardware and
software) products with high volume distribution worldwide; and
WHEREAS, the Company is desirous of engaging the Consultant to oversee the
development of a business which will provide the company with low cost video
collaboration products and high volume distribution; and
WHEREAS, Consultant is willing to perform such work for the Company.
NOW, THEREFORE, in consideration of the mutual convenants herein
contained, the parties hereto agree as follows:
1. TERM OF AGREEMENT
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This Agreement shall be in force for a period of three (3) months
commencing January 1, 1999 and continuing through March 31,1999 (the "Consulting
Period"). The Consulting Period shall be subject to extension by mutual written
consent thirty (30) calendar days prior to the end of the Consulting Period (the
"Extended Consulting Period"), or / unless the Agreement is terminated in
accordance with Section 6. hereof.
2. STATEMENT OF WORK
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Consultant shall perform such work as is necessary to develop and produce a
business plan to assist the Company establish a "SOHO" retail business complete
with products and distribution strategy, and provide such other ancillary
services as may be mutually agreed from time to time (the "Consulting
Services").
3. CONSULTING FEES & EXPENSES
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The Company agrees to pay the Consultant a fee of $2,000 per day for not
less than five (5) days nor more than ten (10) days of Consulting Services in
each month of the Consulting Period (the "Consulting Fee"). The Consulting Fee
shall be promptly paid at the end of each month of the Consulting Period upon
the Consultant's submission of an invoice for the Consulting Services provided
during that month.
During any Extended Consulting Period, the Company agrees to deliver to the
Consultant, in lieu of the cash Consulting Fee above, 600 shares of the
Company's Common Stock per day for not less than five (5) days nor more than ten
(10) days of Consulting Services in each month of the Extended Consulting Period
upon the Consultant's submission of an invoice for the Consulting Services
provided during that month.
The Company agrees to reimburse the Consultant for all actual and
reasonable travel, living and other expenses incurred during the performance of
the Consulting Services. For purposes of determining such expenses, Mountain
View, California shall be established as the site from which the Consulting
Services shall be performed (actual office location to be determined). Payment
shall be made promptly upon submission of the appropriate receipts for any
incurred expenses.
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4. EMPLOYMENT RELATIONSHIP
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The Company does not intend to establish an Employee / Employer
relationship by the execution of this Agreement. The sole relationship between
the Consultant and the Company shall be as an independent contractor. As such,
Consultant shall not be eligible to participate in any employee benefit programs
of the Company nor shall the Company make any federal or state income tax
withholdings. It shall be the Consultant's sole responsibility for any income
tax liabilities.
5. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
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Consultant agrees to sign the PictureTel Proprietary Information and
Inventions Agreement, a copy of which is attached. The signed copy will be
annexed to and become part of this Agreement.
6. TERMINATION
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The Company or Consultant may terminate this Agreement without cause, at
any time, upon either party giving a thirty (30) calendar day written notice of
termination. If the Consultant gives the termination notice, the Consultant
shall immediately cease to incur expenses under this Agreement and the Company
shall have no further obligation to pay Consulting Fees after the termination
date. If the Company gives the termination notice, the Consultant shall
immediately cease to incur expenses under this Agreement and Consultant shall be
paid Consulting Fees for the minimum consulting days remaining in the Consulting
Period.
7. NOTICE
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Any notice required to be given under the terms of this Agreement shall be
in writing, and sent by registered or certified mail, postage prepaid, return
receipt requested, to the respective addresses stated herein.
8. COMPLETE AGREEMENT
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This Agreement supersedes all prior agreements and understandings between
the parties and may not be changed unless mutually agreed upon in writing by
both parties.
9. ASSIGNMENT
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This Agreement is personal to the Consultant who shall not assign this
Agreement or any interest therein, without prior written consent of the Company.
10. GOVERNING LAW
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The laws of the Commonwealth of Massachusetts shall govern this Agreement.
11. ENFORCEABILITY
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In the event any provision of this Agreement is found to be legally
unenforceable by a court of competent jurisdiction, such unenforceability shall
not prevent enforcement of any other provision of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the day and year first written above.
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Xxxx Xxxxxxx Xxxxx Xxxx
Consultant Chairman, President and
Chief Executive Officer
