Compensation Agreement
Exhibit
33
The
following sets forth the terms and conditions of a compensation agreement,
effective as of November 10, 2008, to be entered into by Xxxxxx Systems Inc.,
a
Delaware corporation (”Xxxxxx”), and Xxxxx Xxxxxxx, (the “Consultant”).
Statement
of Work:
The
Consultant will during the Term (as hereinafter defined) market and make
recommendations to the Board of Directors of Xxxxxx for the sale, license and/or
financing of SEPET, negotiate with current creditors and manage the finances
of
the company. The Term shall commence from November 10, 2008 through and
including December 31, 2008, and will include payment for services rendered
for
the month of October, unless earlier terminated by either the Consultant or
Xxxxxx upon thirty (30) days’ prior written notice to the other party. The
following actions will be performed:
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Negotiate
with current creditors in an effort to reduce current
liabilities
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Assist
in identifying and engaging prospective purchasers, licensors and
investors and assist in negotiating closure of such transactions.
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Manage
the company’s finances/budget and prepare Regulatory filings (e.g. SEC)
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Work
closely and provide reports to the Board of Directors of all such
efforts.
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Take
such other actions as reasonably requested by the Xxxxxx Board which
are
consistent with and for the purpose of implementing the transactions
contemplated hereby.
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Proceeds:
Proceeds
are defined to mean all cash proceeds realized from the sale, licensure and/or
financing of Xxxxxx’ assets and collected from all purchasers and licensors
identified by and with whom substantive discussions were carried on by the
Consultant during the Term. At the end of the Term, the Consultant will provide
a list of purchasers and licensors with whom substantive discussions were
carried on by the Consultant.
“Expenses”
will not exceed $15,000 and will only include payments made for the following
services:
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Equipment
auction
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Travel
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IT
equipment consultant
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Telephone
& utilities
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Expenses
incidental to any asset sales, lease or license, or operating out
of the
Pasadena office
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The
Consultant will use the Xxxxxx office in Pasadena to conduct business on Xxxxxx’
behalf. Payment for any associated Expenses and any other reasonable and
documented expenses are the responsibility of Arbios.
Base
Compensation:
Throughout
the Term, the Consultant will receive $6,500 per month.
Payments
will be made to the extent Xxxxxx has sufficient liquidity on hand. The
determination of liquidity shall be made from time to time by the Xxxxxx Board
of Directors. Any payments not made in a timely manner hereunder shall be made
at such time as there is sufficient liquidity to make such payments as
determined as provided for herein.
Additional
Incentive Commission Structure:
Sale,
licensure or financing of SEPET and related intellectual patent portfolio and
equipment (“SEPET Assets”):
If
the
Consultant assists in selling, licensing or financing the SEPET Assets and
the
transaction closes prior to January 31, 2008, the Consultant will receive a
cash
bonus to be awarded in the sole discretion of the Board after taking into
account the timing, size and structure of the transaction. An additional cash
bonus may be awarded to the consultant based on the consultant’s performance in
managing the company’s finances. Once again, any bonuses will be awarded in the
sole discretion of the Board.
Miscellaneous:
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If
any term or other provision of this term sheet is invalid, illegal
or
incapable of being enforced by virtue of any law, or public policy,
all
other conditions and provisions of this term sheet shall nevertheless
remain in full force and effect so long as the economic or legal
substance
of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the
parties
hereto shall negotiate in good faith to modify this term sheet so
as to
effect the original intent of the parties as closely as possible
in an
acceptable manner to the end that the transactions contemplated hereby
are
fulfilled to the maximum extent
possible
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Witness
whereof, the parties have executed this Compensation Agreement on the date
below
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Dated:
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Xxxxxx
Systems, Inc.,
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By:
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/s/Xxxxxx
Xxxxx
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Xxxxxx
Xxxxx
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Compensation
Committee Chairman
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