Exhibit 10.2
CONSULTING AGREEMENT
THIS AGREEMENT, made as of the 1st day of April, 2004, by and between
Gunner Investments, Inc., with offices located at 0000 X. Xxxxxx Xxxxx,
Xxxxxxxxxxx, XX 00000 (hereinafter referred to as "Consultant") and SiriCOMM,
Inc., a Delaware corporation located at 0000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxx 00000 (hereinafter referred to as the "Company").
WHEREAS, the Company desires to obtain the benefit of the services of
Consultant by utilizing their relationships with Cadco, Idling Solutions and XX
Xxxx as well as other entities that may be beneficial to the business of the
Company; and
WHEREAS, Consultant desires to render such services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and the acts herein described, it is agreed between the parties
as follows:
1. Term of Agreement. The Company hereby engages and retains Consultant and
Consultant hereby agrees to render consulting services to the Company for a
period of five years commencing on March 1, 2004 and ending on February 28,
2009.
2. Services to be Rendered. The services to be rendered by Consultant shall
consist of business advice concerning opinions desired by the Company from
Consultant on matters in connection with the operation of the business of the
Company. Consultant shall have the sole discretion as to the form, manner and
place in which said advice shall be given, and shall at no time be under any
obligation whatsoever to render a written opinion or report in connection with
any advice it may give to the Company concerning any matters of the Company with
regard to its business. An oral opinion by Consultant to the Company shall be
considered sufficient compliance with the requirements of this paragraph. At the
Company's request, Consultant shall, in addition to the companies mentioned
above, seek out, meet with and negotiate with companies and other entities that
may become customers of the Company. Consultant, when reasonably requested by
the Company, shall devote only such time as Consultant may deem necessary to the
matters of the Company, and shall not by this agreement be prevented or barred
from rendering services of the same or similar nature, as herein described, or
services of any nature whatsoever for or on behalf of persons, firms or
corporations other than the Company.
3. Consideration. As consideration for the Consultant's services hereunder,
Consultant shall receive 436,000 shares of the Company's Common Stock to be
issued to the Consultant. The Consultant acknowledges that he must hold these
shares until they are registered or may be sold pursuant to exemptions from
registration as set forth in the Securities Act of 1933, as amended.
4. Termination. This Agreement may be terminated for any reason by the
Company or the Consultant upon sixty (60) days written notice to the other
party.
5. Forfeiture. If this Agreement is terminated for any reason and by either
party, the shares representing the consideration as described in paragraph 3,
above, shall be subject to forfeiture based on the following schedule:
If the Agreement is terminated during:
Year 1 - 348,800
Year 2 - 261,600
Year 3 - 174,400
Year 4 - 87,200
Year 5 0
In the event of any forfeiture, the Company may cause the transfer and
registration of the forfeited shares into the name of the Company without
surrender of the certificate representing such shares, and the Consultant
appoints the Company and any officer of the Company as attorney-in-fact to
execute all stock powers or affidavits and cause the transfer and registrations
of the forfeited shares. The provisions of this section shall be binding upon
Consultant, its officers, directors, agents, representatives and assigns.
6. Exclusions. This Agreement specifically excludes financial
responsibility by Consultant for any fees incurred on behalf of the Company
related to legal, accounting, printing, filing, shipping, or any other ancillary
costs which may be incurred to consummate transactions for the Company. The
Consultant agrees to inform the Company's management of all foreseeable fees and
the Company agrees to pay the incurred fees as directed by the Consultant.
7. Entire Agreement. This instrument contains the entire agreement of the
parties. There are no representations or warranties other than as contained
herein. The Company shall indemnify and hold harmless the Consultant from and
against any losses, claims, damages or liabilities related to or arising out of,
any services rendered to the Company pursuant to the terms of this Agreement. No
waiver or modification hereof shall be valid unless executed in writing with the
same formalities as this Agreement. Waiver of the breach of any term or
condition of this Agreement shall not be deemed a waiver of any other or
subsequent breach, whether of like or of a different nature.
8. Missouri Law. This Agreement shall be construed according to the laws of
the State of Missouri (exclusive of the conflicts of law provisions thereof) and
shall be binding upon the parties hereto, their successors and assigns.
9. Venue. The Consultant and the Company each agree that any legal or
equitable action or proceeding with respect to this Agreement shall be brought
in any Federal or State court of competent jurisdiction located in the City of
Joplin, Missouri, and, by execution and delivery of this Agreement, each accepts
for themselves and their property, generally and unconditionally, the exclusive
jurisdiction of the aforesaid courts and any related appellate court with
respect to this Agreement, and irrevocably agree to be bound by any judgment
rendered thereby in connection with this Agreement, and irrevocably waive any
obligation they may not or hereafter have as to the venue of any such action or
proceeding brought in such a court or that such court is an inconvenient forum.
The Company and the Consultant each consent to the service of process of any of
the aforementioned courts in any such action or proceeding by mailing of copies
thereof by registered mail, postage prepaid, such service to become effective
three business days after such mailing. In any such proceeding, the prevailing
party shall be entitled to an award of fees and disbursements of counsel.
10. Waive Jury Trial. The Company and the Consultant each hereby waive
trial by jury in any judicial proceeding brought by either of them with respect
to this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
GUNNER INVESTMENTS, INC.
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
SIRICOMM, INC.
By /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
