Exhibit 10.57
CONSULTING AGREEMENT
This AGREEMENT is made as of August 2, 2002, between XXXXXXX TECHNOLOGY
COMPANY, INC., a Delaware corporation ("BTI") and Xxxxx X. Xxxxxxx
("Consultant").
W I T N E S S E T H:
WHEREAS, Consultant was an employee of BTI until August 2, 2002; and WHEREAS,
BTI wishes to continue to utilize the services of Consultant. NOW, THEREFORE,
for and in consideration of the mutual covenants herein contained and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. BTI hereby engages the services of the Consultant for the purpose of
assisting BTI, or any of its subsidiaries, with respect to providing
management advice and assistance with Xxxxxxx'x cleaning systems business
development project, to support and maintain market/industry relations and
such other related advice and services as BTI or any of its subsidiaries
may from time to time require.
2. During the term of this Agreement, Consultant will report to the President
& CEO and agrees to provide and make himself available to BTI or any of
its subsidiaries for consultation with respect to the matters referred to
in Paragraph 1 hereof.
3. BTI agrees to pay to Consultant for all of his services rendered to BTI or
any of its
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subsidiaries, and Consultant agrees to accept as full consideration for
all of his services, a consulting fee in an amount not to exceed One
Hundred Ten Thousand ($110,000) Dollars, payable in monthly installments.
Consultant will provide a monthly invoice to the Company for said
consulting fees and the Company will pay said invoice by the second
accounts payable check run after submission of invoice by Consultant. BTI
shall continue to pay the lease on the Company car the Consultant has been
using and will allow Consultant use of the vehicle until January 1, 2003
at which time the Consultant will have the option to purchase the leased
vehicle at the residual value of the lease. Finally, BTI will reimburse
Consultant for all reasonable out-of-pocket expense incurred by him in
connection with the performance of his duties hereunder after prior
approval by the President & CEO.
4. Under this agreement and for its duration, BTI agrees to provide
Consultant access to and use of his current lap top computer and cellular
phone.
5. Consultant agrees that during the term hereof, and for a period of one
year after the termination of this Agreement, he will not, directly or
indirectly compete with the business of BTI or any of its affiliates.
Consultant represents and warrants that he is not presently, directly or
indirectly, competing with the business of BTI or any of its affiliates.
6. Unless terminated in accordance with this paragraph 6, the initial term of
this Agreement is for a period of eleven (11) months from the date hereof.
By mutual agreement of both parties, this Agreement may therefore be
extended for subsequent one-year terms. This Agreement may be terminated
at any time with thirty (30) days prior written notice by the requesting
party. In addition, this
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Agreement shall immediately terminate upon the death or disability of
Consultant. Either party shall have the right to immediately terminate
this Agreement without notice at any time in the event of breach by the
other party of any of the terms or conditions in this Agreement. No
termination of this Agreement shall operate to discharge or relieve any
party of any obligations vested pursuant to this Agreement prior to the
effective date of such termination.
7. Any notice to or payment to be made to Consultant under this Agreement
shall be sufficient if sent by mail addressed to him at 00 Xxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000 and any notice to or xxxxxxxx to be made to BTI under
this Agreement shall be sufficient if sent by mail addressed to the
Director Human Resources, Xxxxxxx Technology Company, Inc. 00 Xxxxxxxx
Xxxxx, Xxxxxxx, XX 00000. Either party may change his or its address by
similar written notice.
8. Consultant agrees promptly to make know to BTI the existence of any and
all creations, inventions, discoveries and improvements made or conceived
by him, either solely or jointly with others, while a consultant under
this Agreement, and to assign BTI the full and exclusive right to any and
all such creations, inventions, discoveries and improvements relating to
any subject matter which BTI is now or shall become concerned, or relating
to any other subject matter if made with the use of BTI time, materials or
facilities.
9. Consultant further agrees not to disclose to any third parties any trade
secrets or propriety information of BTI or its subsidiaries, nor to use
the trade secrets or proprietary information in any manner, except in the
pursuit of his duties under this Agreement.
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10. This Agreement shall be construed in accordance with and governed by the
laws of the State of Connecticut.
11. This Agreement constitutes the entire agreement between the parties and
may not be amended, supplemented, discharged or extended except by a
written agreement executed by each of the parties hereto.
12. This Agreement shall inure to the benefit of and be binding upon each of
the parties hereto, and the successors and assigns of BTI; provided,
however, that BTI may assign this Agreement but Consultant may not assign
any of his rights or obligations under this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto on the day and year first above written.
XXXXXXX TECHNOLOGY COMPANY, INC.:
Attest:
/s/Xxxx X. Xxxxxx By: /s/Xxxx X. Xxxxx, Xx. 8-2-02
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/s/Xxxxx X. Xxxxx CONSULTANT:
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/s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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