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EXHIBIT 10.15
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CONSULTING AGREEMENT
This Agreement is made this 24th day of April, 1998 between OPEN SYSTEM
TECHNOLOGIES, INC., a Delaware corporation ("Open System"), and O. XXXX XXXXXXXX
("Consultant") under the following circumstances:
A. Consultant is the founder, President and Chief Executive Officer,
and sole stockholder of Open System;
B. Pursuant to a Stock Purchase Agreement of even date herewith (the
"Purchase Agreement"), Osage Systems Group, Inc., a Delaware corporation
("Osage"), is purchasing all of the outstanding capital stock of Open
System from Consultant;
C. Upon the terms and conditions set forth below, Open System desires
to have available to it, and Consultant is willing to provide to Open
System, advice and assistance in connection with planning for the continued
growth and development of its business, the maintenance and enhancement of
its relationships with major customers and suppliers, the development and
evaluation of its personnel, and the resolution of any transition issues
that arise in connection with the change in ownership of Open System
("Consulting Services");
NOW, THEREFORE, the parties agree as follows:
1. Engagement of Consultant. Open System hereby engages Consultant to
perform the Consulting Services and Consultant hereby agrees to render the
Consulting Services to Open System upon the terms and conditions of this
Agreement. Consultant shall render the Consulting Services from time to time as
the Board of Directors of Open System may reasonably request. The Consulting
Services shall be rendered at such places or locations as Consultant desires,
but Consultant shall, when requested by Open System, be available to participate
in person in conferences and meetings involving subjects within the scope of the
Consulting Services, provided that Consultant is given reasonable notice of the
dates, times, and locations of such meetings and conferences. Consultant has no
obligation to work any particular hours or days, but is only obligated to be
available to render the Consulting Services when requested by Open System. Open
System agrees that, without the consent of Consultant, the number of days during
which Consultant shall be requested to perform Consulting Services will not
exceed 15 days per calendar month during the first six calendar months of this
Agreement and 10 days per calendar month during the last six calendar months of
this Agreement.
2. Relationship Between Parties. Consultant's relationship to Open System
during the term of this Agreement is that of independent contractor. Consultant
is in no respect an
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agent, employee or legal representative of Open System and shall have no power
or authority to bind Open System or to assume or create any obligation or
responsibility, express or implied, on behalf of or in Open System's name.
Consultant shall not sign Open System's name to any instrument for any purpose.
3. Term. This Agreement shall commence on the date first above written
and shall expire on the first annual anniversary date of such date unless
earlier terminated as provided in Section 8 hereof.
4. Compensation. Open System shall pay Consultant a consulting fee of
$50,004, payable in 12 monthly payments of $4,167, with the first payment being
due and payable on May 15, 1998 and an additional payment being due on the 15th
day of each succeeding month until a total of 12 payments have been made.
5. Expenses. Upon submission of receipts or other supporting
documentation, Open System shall reimburse Consultant for all reasonable and
necessary business expenses properly incurred in performing services for Open
System pursuant to this Agreement. Reasonable expenses would include, for
example, the cost of coach airfare if Consultant is requested to perform
Consulting Services at a particular location and Consultant is not otherwise in
the area on the dates when the Consulting Services are requested to be rendered.
6. Retiree Medical Coverage. During the 12 month period beginning May 1,
1998, retiree medical coverage, in the form of coverage under the group health
plan provided to active employees of Open System, shall be provided to
Consultant and his eligible dependents, the cost of such coverage during such
initial 12 month period to be paid in its entirety by Open System; provided,
however that such coverage may take into account Medicare coverage to which
Consultant or any of his eligible dependents may be entitled during such
initial 12 month period. For the 12 month period beginning May 1, 1999,
Consultant may elect to continue to receive such retiree medical coverage for
himself and his eligible dependents; provided, however, that during such second
12 month period, Consultant shall pay the entire premium cost for such coverage
or, if the Open System group health plan is then self-insured, the estimated
premium cost of such coverage if said group health plan were an insured plan.
7. Office. During the term of this Agreement, Open System shall provide
Consultant an office at Open System's headquarters in Pompano Beach, Florida
similar to the office provided to him immediately prior to his sale of stock to
Osage pursuant to the Purchase Agreement.
8. Return of Property. Upon termination of this Agreement, Consultant
shall immediately surrender and turn over to Open System all books, forms,
records, customer's lists and all other papers and writings relating to Open
System and its affiliates and all other property belonging to Open System and
its affiliates which he may have in his possession, it being understood and
agreed that the same are the sole property of Open System; provided, however,
that this provision shall not be construed to include personal items of
Consultant.
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9. Termination. This Agreement may be terminated as follows:
(a) By Consultant upon 90 days prior notice to Open System given any
time after August 31, 1998;
(b) By Open System immediately upon written notice in the event of
(i) Consultant's material breach of any of his obligations under this
Agreement or (ii) any dishonest or criminal act or fraud by Consultant; and
(c) Immediately upon the death of Consultant; provided, however, that
in the event of Consultant's death, Open System shall continue to pay the
compensation due under Section 3 of this Agreement for a period of four
months to Consultant's spouse, or if his spouse does not survive him, to
his estate.
10. Assignment of Benefit. This Agreement shall be binding upon and
assignable by, and inure to the benefit of, Open System, its successors and
assigns. This Agreement is personal to Consultant and shall not be assigned by
him but shall inure to the benefit of and be enforceable by Consultant's
executors, administrators, successors, heirs, distributees, devisees and
legatees in the event of Consultant's death.
11. Notice. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given when
delivered personally or when deposited in the United States Mail, certified and
with proper postage prepaid, addressed as follows:
If to Open System:
Open System Technologies, Inc.
000 Xxxxx Xxxxx Xxxx 0, Xxxxx #0
Xxxxxxx Xxxxx, Xxxxxxx 00000
Attention: President
If to Consultant:
O. Xxxx Xxxxxxxx
0000 X.X. 00xx Xxxxx
Xxxxxxxxx Xxxxx, Xxxxxxx 00000
Any party may change the address to which notices or other communications
are to be directed to it by giving notice of such change to the other party in
the manner provided in this Paragraph 11.
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12. Waiver. No waiver or any breach of any provision of this Agreement
shall be deemed to be a waiver of any later or other breach thereof or as a
waiver of any such or other provision of this Agreement.
13. Governing Law. This Agreement shall be construed in accordance with
and the legal relations between the parties shall be governed by the laws of
the State of Florida as applicable to agreements executed and fully performed
in the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as
of the date first above written.
"Open System"
OPEN SYSTEM TECHNOLOGIES, INC.
By /s/ Xxxx Xxxxxxxxxx
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Title CEO
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"Consultant"
/s/ O. Xxxx Xxxxxxxx
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O. Xxxx Xxxxxxxx
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