EXHIBIT 10.16
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") made this 10th day of
September, 2001, is entered into by Applix, Inc., a Massachusetts corporation
with its principal place of business at 000 Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000
(the "Company"), and Xxxxx X. Xxxxxxx (the "Consultant").
In consideration of the mutual covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, the parties agree as follows:
1. SERVICES. The Consultant agrees to perform such consulting services
to and for the Company as may be reasonably requested from time to time by the
Company, including, but not limited to, providing consulting services related
to strategic corporate alternatives.
2. TERM AND TERMINATION. The Consultant shall perform services under
this Agreement for a term that commenced on or about June 1, 2001 and shall
continue until the consummation of a sale or merger of the Company, provided
that either party may terminate this Agreement at any time by providing written
notice to the other party. In the event of termination, the Consultant shall be
entitled to payment for expenses paid or incurred prior to the effective date
of termination in accordance with the terms of this agreement. Such payments
shall constitute full settlement of any and all claims of the Consultant
against the Company with respect to this Agreement.
3. COMPENSATION. As compensation for the Consultant's performance of
services under this Agreement, the Company shall issue to the Consultant,
within 30 days after the date of this Agreement, 35,000 shares of the Company's
common stock, $.0025 par value per share. Such shares shall be issued under the
Company's 1994 Equity Incentive Plan. The Company shall also reimburse the
Consultant for all reasonable and necessary expenses incurred or paid by the
Consultant in connection with, or related to, the performance of his services
under this Agreement. The Consultant shall submit to the Company itemized
monthly statements, in a form satisfactory to the Company, of such expenses
incurred in the previous month.
4. INDEPENDENT CONTRACTOR STATUS. The Consultant shall perform all
services under this Agreement as an "independent contractor" and not as an
employee or agent of the Company. The Consultant is not authorized to assume or
create any obligation or responsibility, express or implied, on behalf of, or
in the name of, the Company or to bind the Company in any manner.
5. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement between the parties and supersedes all prior agreements and
understandings, whether written or oral, relating to the subject matter of this
Agreement, including without limitation the Consulting Agreement dated June 7,
2001 (and the Company shall not be obligated to issue any shares of common
stock to the Consultant under such superceded Agreement). This Agreement may be
amended or modified only by a written instrument executed by both the Company
and the Consultant.
6. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and
inure to the benefit of, both parties and their respective successors and
assigns, including any corporation with which, or into which, the Company may
be emerged or which may succeed to its assets or business, provided, however,
that the obligations of the Consultant are personal and shall not be assigned
by him.
8. ENFORCEABILITY. In the event that any provision of this Agreement
shall be invalid, illegal or otherwise unenforceable, the validity, legality
and enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
APPLIX, INC.
By: /s/ Xxxxxx Taino
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Title: CFO
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CONSULTANT
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
