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EXHIBIT 10.2
CONSULTING AGREEMENT
1. This Consulting Agreement is entered into between Xxxxxxx X. (Kit)
Xxxxxxx III ("Consultant") and XXXX Technology, Inc. ("XXXX").
2. Consultant agrees to provide consulting services to XXXX on an as
needed, non-exclusive and non-full-time basis by Consultant as an Independent
Contractor for a term of twelve months (the "Term"), commencing January 1, 1999.
Consultant shall perform any consulting services in a diligent, competent and
timely manner.
3. Consultant shall be reasonably available for consulting with XXXX at
such times both during and outside of normal business hours as XXXX may
reasonably require, subject, however, to Consultant's prior business and
professional commitments, vacation plans and absences due to illness or injury.
Such consulting services shall be provided in such manner and at such locations
(including by telephone) as will least inconvenience Consultant. Consultant
shall be responsible for determining the location at which and the manner in
which the consulting services will be provided.
4. XXXX shall pay Consultant an annual retainer of $40,000. Such retainer
shall be paid on a monthly basis in twelve equal payments for the duration of
the Term. This retainer shall be paid to Consultant regardless of whether
Consultant is requested to render any consulting services.
5. If any consulting services are requested in excess of 200 hours, XXXX
shall pay Consultant, in addition to the retainer, an hourly rate equal to
$100.00. Unless other arrangements are made with XXXX, Consultant shall invoice
XXXX on a monthly basis for any consulting services rendered to XXXX pursuant to
this Agreement. XXXX shall reimburse Consultant for all reasonable and
documented out-of-pocket expenses, including but not limited to expenses for
travel, if any, incurred in connection with any consulting services
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rendered pursuant to this Agreement. Any expenses in excess of $1,000 must be
approved in advance by XXXX'x President or Chief Financial Officer or his or her
respective designee.
6. Consultant agrees that when this consultancy with XXXX ends or at any
time upon XXXX'x request, Consultant will immediately deliver to XXXX any
documents or materials of whatever nature relating to XXXX which Consultant
acquired during the period of the consultancy or are otherwise in Consultant's
possession.
7. Consultant agrees that during the period of this consultancy and
thereafter, not to use or disclose confidential trade secret or confidential
information of XXXX and not to disparage XXXX or any officer, director,
shareholder, employee or affiliate of XXXX or otherwise make statements which
could injure the personal or business reputation of any of them.
8. This Agreement may be terminated by XXXX upon thirty days written notice
to Consultant, provided however that such termination shall not relieve XXXX of
the obligation to make the retainer payments to Consultant provided for in
paragraph 4.
9. This Agreement is in addition to any other agreements which may exist
between Consultant and XXXX and shall not be deemed to supercede or replace any
other written Agreement between the parties. This Agreement, however, does
constitute the entire Agreement of the parties with respect to consulting
obligations. There are no other agreements, written or oral, express or implied,
between the parties, concerning consulting arrangements. This Agreement may be
amended only by an agreement in writing.
10. Consultant shall be liable for all federal, state or local income taxes
with regard to any taxable benefit or payment conferred by this Agreement and
shall indemnify the Company with regard to any such taxes. XXXX may, however,
withhold taxes to the extent it determines that such withholding is required.
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Executed as of the first day of January, 1999 in Austin, Texas.
By: /s/ Xxxxxxx X. (Kit) Xxxxxxx
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CONSULTANT
XXXX Technology, Inc.
By: /s/ Xxxx X. Xxxxxxx, Xx.
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Its: President and Chief Executive Officer
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