CONSULTING AGREEMENT
Exhibit
10.2
This
Consulting Agreement (this "Agreement") is made and entered into as of August 6,
2009, by and between Peerless Systems Corporation, a Delaware corporation (the
"Company"), and _______________ ("Consultant"), with reference to the following
facts:
WHEREAS, the parties hereto
desire to enter into an agreement under which Consultant will
provide
services
to the Company as an independent contractor.
NOW, THEREFORE, in
consideration of the mutual agreements and covenants contained herein,
the
parties
hereto hereby agree as follows:
1. Engagement and Term. The Company
hereby engages the services of Consultant and Consultant hereby accepts
such engagement upon the terms and conditions set forth herein for a term
commencing on the date hereof and terminating on August 5,
2010.
2. Duties; Nature of Services. Consultant
shall perform such duties pertaining to the Company's
business
as the Company's Chief Executive Officer or Board of Directors may request from
time to time, which duties shall include providing advice and guidance to
the Company in connection with its business, strategy, operations
and financings; provided, however, Consultant's duties shall not exceed
twenty (20) hours in the aggregate during any thirty (30) calendar day
period. Consultant may render his services by telephone, videoconference and/or
any other remote methods as Consultant may reasonably
determine.
3. Compensation. In
consideration of the performance by Consultant of his obligations under
this
Agreement,
as soon as practicable after the execution and delivery of this Agreement by
both parties: (a) the Company shall pay to Consultant a consulting fee
in the amount of Twenty-Five Thousand Dollars ($25,000), (b) the Company
shall issue to Consultant Ten Thousand (10,000) shares of the
Company's common stock in accordance with the Peerless Systems Corporation 2005
Incentive Award Plan, which shares shall be fully vested upon
issuance. As of the date hereof, all of Consultant's unvested
stock options in Company shall immediately vest and be exercisable by
Consultant. Such options shall expire if not exercised on
or before August 5, 2010.
4. Reimbursement of
Expenses. Consultant shall be responsible for his own expenses unless
the
Board of
Directors of the Company requires in writing that Consultant incur out of pocket
expenses, in which event such expenses shall be reimbursed by the
Company.
5
.. Confidential
Information; Company Property; Xxxxxxx
Xxxxxxx. During the term of this Agreement and at all times thereafter, Consultant shall keep all Company confidential information in confidence and shall not disclose any of the same to any other person or entity, except Consultant's attorneys and other persons and/or entities designated in writing and in advance by the Company. Consultant shall not cause, suffer or permit such confidential information to be used for the gain or benefit of any party outside of the Company or for Consultant's personal gain or benefit outside the scope of Consultant's engagement by the Company. Upon the expiration or termination of his engagement, Consultant shall immediately surrender to the Company all property belonging to the Company. During the term of this
Agreement, Consultant shall be subject to, and shall
comply with, the Company’s Xxxxxxx Xxxxxxx Program, as may be amended from time
to time.
6.
Relationship and Authority. The
relationship between the Company and Consultant created by this Agreement
is that of client and independent contractor, and nothing contained herein shall
be construed as creating a relationship of employer and employee or
principal and agent between them. Consultant shall neither act nor make any
representation that he is authorized to act as an employee, agent or officer of
the Company.
7. Entire Agreement:
Severability. This Agreement is
intended to embody the final, complete and exclusive agreement among the
parties with respect to the subject matter hereof and is intended to supersede
all prior agreements, understandings and representations written or oral,
with respect thereto. The provisions of this Agreement are
severable, and in the event that any provision is declared invalid, this
Agreement shall be interpreted as if such invalid provision were not
contained herein.
8. Waiver: Modification
Assignment. This Agreement may be amended or modified only in
a writing signed by the parties. Consultant may not assign any right or
obligation under this Agreement without the prior written consent of
the Company, which may be granted or withheld in the Company's sole and
absolute discretion. Neither party may assign any right or obligation under
the Agreement without the prior written consent of the other
party.
9. Applicable Law and Venue- This Agreement
shall constitute a contract under the laws of the State of
Delaware and shall be governed and construed in accordance with
the laws of said state and without regard to the conflicts of
laws principles thereof. Any action or proceeding brought hereunder shall
be brought in the United States District Court for Delaware. The
parties hereto hereby waiving any claim or defense
that such forum is not convenient or proper;
provided, however, if such court shall deny jurisdiction for any
reason, any such action or proceeding shall be brought in the State court
sitting in Wilmington, Delaware, and the parties hereto shall waive
any claim or defense that such forum is not convenient or proper. In the
event of any proceeding to enforce any provision of this Agreement,
the prevailing party shall recover its reasonable
attorneys’ fees, expenses and costs.
10. Counterparts. This
Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same agreement.
This
Agreement may be executed and delivered by facsimile and/or PDF
signature.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.
CONSULTANT
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Signature:
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Print
Name:
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Address:
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PEERLESS
SYSTEMS CORPORATION
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By:
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Name:
Xxxxxxx Xxxx
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Title:
Chief Financial Officer and Acting Chief Executive
Officer
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