Exhibit 10.6
ENABLE IPC CORPORATION
CONSULTING SERVICES AGREEMENT
DATED MARCH 15, 2005
This Agreement is between Enable IPC Corporation, with offices located at 00000
Xxxxxx Xxxxxxxx, Xxxx 000, Xxxxxxxx, XX ("Company") and Xxxx X. Xxxx
("Consultant"). Consultant agrees that as an independent consultant, Xxxx X.
Xxxx will serve as a technical advisor with the objective of commercializing a
battery licensed by the Company from Consultant under a separate agreement.
This Agreement supersedes and replaces all previous employment and/or consulting
agreement(s) between the two parties.
Specific efforts will be based upon the needs and objectives of the business to
be mutually agreed upon with the Company and modified quarterly as appropriate.
Consultant will be generally available during normal business hours for
telephone consultation etc. As necessary or appropriate the scheduled time
available may be modified to accommodate business meetings, travel, etc. It is
expressly agreed between the parties that Consultant is not an employee of the
Company.
In consideration for these services the company agrees (subject to the
provisions below) to grant Consultant a total of two hundred fifty thousand
(250,000) non-qualified stock options, payable quarterly in equal increments.
The options shall be subject to a stock option plan approved by the shareholders
of the Company and the terms of such plan shall be mutually acceptable to the
Company and the Consultant, and shall not conflict with this agreement.
In addition, compensation in the amount of $75.00 per hour shall be paid to
Consultant. Consultant shall submit monthly invoices to Company and such
compensation shall be paid within thirty (30) days after receipt of invoice.
This compensation may be paid in any combination of cash, common stock or
options to purchase common stock as agreed to by Employee and Company.
The agreement is for a one-year term beginning March 15, 2005 and ending March
31, 2006, and is subject to termination by either party, with or without cause,
upon 90 days written notice. In the event that the Company terminates this
agreement without cause, the stock options normally vested to the Consultant at
such termination date, in addition to the options that would have vested to
Consultant in the next six-months provided that no termination occurred, shall
all become fully vested and exercisable by the Consultant at any time within two
years of the effective date of the termination. If the Company terminates this
Agreement for cause, only the stock options normally vested to the Consultant at
such termination date shall become fully vested and exercisable by Consultant.
"Cause" shall be limited to a) the conviction of Consultant for commission of a
felony, or b) the willful engaging by Consultant in gross misconduct which
materially and demonstrably injures the Company; or c) the issuance of an order,
judgment or decree of any court holding Consultant liable in a civil action
based upon conduct showing the Consultant breached a fiduciary duty to the
Company or its shareholders; or d) willful neglect of duties under this
Agreement.
This agreement represents the entire agreement between Company and Xxxx X. Xxxx
pertaining to such services and supersedes all prior Agreements and
understandings (oral or written). No modification or waiver of any provision of
the Agreement shall be binding unless in writing and signed by both parties. No
waiver of any provision of this Agreement shall constitute a waiver of any other
provision of the Agreement. Completion of this Agreement is subject to its
execution below.
Agreed: CONSULTANT:ENABLE IPC CORPORATION
/s/ Xxxx X. Xxxx /s/ Xxxxx X. Xxxxxx
_______________ ______________________
Xxxx X. Xxxx Xxxxx X. Xxxxxx
Consultant CEO
Enable IPC Corporation
