PRONET INC. ALPHA BETA PROJECT
INCENTIVE COMPENSATION AGREEMENT
This Agreement, made and entered into this 7th day of July, 1997, by and
between ProNet Inc. ("ProNet") and Impulse Telecommunications Corporation
("Impulse").
WHEREAS, Impulse has provided consulting services to ProNet regarding
the development of ProNet's Alpha Beta Project (the "Project"); and
WHEREAS, the consulting services were provided by Impulse utilizing a
reduced fee structure, with the understanding that Impulse would participate
in the success of the Project through a mutually agreeable incentive plan.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. In consideration of the provision of consulting services by Impulse
at a reduced rate, ProNet hereby agrees to pay Impulse the sum of Two Dollars
($2.00) per Net New Subscriber (as defined below) that purchases and utilizes
the Service (as defined below) provided by ProNet. ProNet shall pay Impulse
consideration as set forth herein (the "Fee") until Impulse has received the
sum of $350,000, at which time all payment obligations under this Agreement
shall cease. The Service shall be defined as the alpha-based paging service
provided by ProNet as described in the document prepared by Impulse for
ProNet titled PRONET NAME-BASED SERVICES STRATEGIC BUSINESS PLAN dated
February 26, 1997.
2. In determining the Fee to be paid by ProNet to Impulse, the number
of Net New Subscribers that initiate Service will be determined at the end of
each calendar quarter. Net New Subscriber(s) shall be defined as gross number
of subscribers which purchase the Service during a particular calendar
quarter minus such subscribers which have churned off the Service during the
immediately prior quarter. The Fee shall be paid by ProNet to Impulse within
sixty (60) days following the end of a calendar quarter.
3. ProNet reserves the right, in its sole discretion, to modify,
change, and control its present and future equipment and facilities, and/or
to terminate the Service if it deems necessary and/or appropriate. This
Agreement does not in any way create the relationship of principal and agent
between ProNet and Impulse. This Agreement shall be governed by the laws of
the State of Texas, and venue for the institution of any lawsuit concerning
this Agreement shall be in Dallas, Dallas County, Texas.
IN WITNESS WHEREOF, the parties hereto have made and entered into this
Agreement as of the date first above written.
PRONET INC. IMPULSE
TELECOMMUNICATIONS
CORPORATION
/s/ XXXXXX X. XXXXXX /s/ XXXXXX X. XXXXXXXXX
----------------------- -----------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx
Chairman and CEO President
2
