Exhibit 10.8
CONSULTING AND SHARE CONTRACT
Between: EuroAmerican Group Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
XXX
("EAG")
and
EAG Financial Informations GmbH
Xxxxxxx Xxxxxxx. 000-000
X-00000 Xxxxxxxxx xx Xxxx
Xxxxxxx
("EAG-FI")
EAG and EAG-FI are collectively referred
to as the EAG Group
and
Tsirivakos Software
Xxxxxxxxxxx. 00
00000 Xxxxxxx
Xxxxxxx
("Tsirivakos Software")
and
Xxxxxx Tsirivakos
c/o Tsirivakos Software
("G. Tsirivakos")
I. This contract is entered into as of August 1, 1995, and replaces the
former agreement (which expired on July 31, 1995) and is effective
for the period August 1, 1995 - July 31, 2000, unless earlier
terminated as provided herein.
II. All parties have agreed to the following contract terms:
A. Tsirivakos Software will service the existing quote system of
the EAG Group with respect to:
- software enhancements
- software modifications
- customer requested software applications
- maintenance of EAG's line system and ticker plant
- supervision of EAG's technical personnel.
B. Tsirivakos Software's duties include the planning, development
and maintenance of new projects, as defined by the EAG Group.
Tsirivakos Software will also assist as consultant for those
projects.
C. Tsirivakos Software will cooperate and support EAG-FI in
executing quote system connected projects of EAG.
D. Tsirivakos Software will also cooperate and support other third
party companies on EAG's request, limited to EAG's product line.
E. EAG will compensate Tsirivakos Software with a flat fee of DM
6,000 per month.
III. Termination:
The EAG Group and Tsirivakos Software each has the right to terminate
this contract for cause with three-month written notice. As used
herein, "cause" means in the case of the EAG Group, (i) the failure
of Tsirivakos Software to have G. Tsirivakos available as the person
who is primarily performing Tsirivakos Software's obligations
hereunder, (ii) material failure of Tsirivakos Software to perform
its consulting obligations hereunder or to perform such obligations
in a commercially reasonable and workmanlike manner, or (iii) breach
by Tsirivakos Software or G. Tsirivakos of the provisions of Article
V (Confidentiality and Non-Competition) (it being understood that a
breach of Article V shall require written notice of only two days
prior to termination). In the case of Tsirivakos Software, "cause"
means the failure to pay fees owed to Tsirivakos Software hereunder
and the continuation of such failure for 45 days after written
notice.
IV. Source Code and Documentation:
For all projects developed and/or supported by Tsirivakos Software,
Tsirivakos Software is obligated to deliver a full documented source
code; this source code is property of the EAG Group and is subject to
the confidentiality agreement.
V. Confidentiality and Non-Competition:
Tsirivakos Software is obligated to keep all information occurring
from working for EAG confidential. This includes software, hardware
and general confidential information of the EAG Group.
During the period this contract is in effect, neither Tsirivakos
Software nor G. Tsirivakos shall provide services similar to the ones
provided hereunder to any person that competes with the EAG Group nor
shall either engage in a business or provide material asssistance
(including through furnishing capital) to any such competitive
person. In addition, at the option of the EAG Group, for up to
twelve months after termination or expiration of this Agreement,
Tsirivakos Software and G. Tsirivakos shall comply with the foregoing
non-competition covenant upon payment of (i) DM 6,000 for each month
of such compliance, minus (ii) the amount of revenues of Tsirivakos
Software for that month other than such DM 6,000.
VI. Stock of EAG:
In recognition of the importance of G. Tsirivakos to the performance
of services to be provided by Tsirivakos Software hereunder, EAG
desires to afford G. Tsirivakos an equity participation in the common
stock of EAG as follows:
A. On each June 30 on which this contract is in effect and not
terminated (beginning June 30, 1996), EAG shall award to G.
Tsirivakos a number of Shares of the common stock of EAG
("Shares") equal to the quotient of dividing US $15,000 by
the Price. The Price is equal to the average of the
closing bid and asked prices for the Shares as reported by
the principal market in which the Shares are traded for the
30 days prior to the June 30 in question, but in no event
shall the price be less than US $.20
B. EAG hereby grants G. Tsirivakos a non-transferrable option to
purchase an aggregate of 500,000 Shares, exercisable in whole or
in part on and after the dates set forth below (but not after
September 15, 2003) as follows:
Number First Date
of Shares Exercisable Price
100,000 June 30, 1996 U.S. $.20
100,000 June 30, 1997 U.S. $.30
100,000 June 30, 1998 U.S. $.40
100,000 June 30, 1999 U.S. $.50
100,000 June 30, 2000 U.S. $.60
No option shall be exercisable at any time after this Agreement
has been terminated by the EAG Group. Full payment for Shares
to be acquired on exercise shall be made to EAG in cash or
equivalent at the time of exercise, and any amounts required to
be withheld on account of income or other taxes imposed on G.
Tsirivakos shall be properly provided by or on behalf of G.
Tsirivakos. The option granted above shall not be an "incentive
stock option" for purposes of the U.S. Internal Revenue Code of
1986, as amended.
C. In the event this contract is terminated for cause by the EAG
Group (other than as results from the death or disability of G.
Tsirivakos), at the election of the EAG Group, G. Tsirivakos
shall return to EAG all Shares theretofore issued to G.
Tsirivakos under B against payment to G. Tsirivakos of the
option price paid for such Shares, or if any of such Shares are
no longer owned, all proceeds in excess of the option price paid
for such Shares that were received by G. Tsirivakos in exchange
for the Shares no longer owned.
D. In the event of any stock split, stock dividend or similar
change in the number of Shares, such adjustment in the number of
Shares deliverable pursuant to A and B above shall be made as
the Board of Directors of EAG deems appropriate. In the event
the Shares are exchanged for any other securities or property,
in lieu of delivery of Shares there shall be delivered pursuant
to A, the kind of property delivered in exchange for the Shares
having a value, as determined by the Board of Directors of EAG,
of US $15,000 and in lieu of Shares deliverable on exercise of
the option granted pursuant to B, there shall be delivered the
property that would have been delivered in exchange for the
Shares subject to such option.
E. It shall be a condition to the delivery of any Shares under A or
B that such Shares may be delivered in accordance with all
applicable securities laws. All such Shares bear an appropriate
legend setting forth any securities laws restriction or other
restriction under this Article VI.
In view of the share arrangements set forth above, G. Tsirivakos'
existing option for 200,000 Shares is cancelled.
Dated: As of August 1, 1995
EUROAMERICAN GROUP INC. TSIRIVAKOS SOFTWARE
By: /s/Xxxxxx Xxxxxxxx /s/Xxxxxx Tsirivakos
EAG FINANCIAL INFORMATIONS GmbH
By: /s/Xxxxxx Xxxxxxxx /s/Xxxxxx Tsirivakos
Xxxxxx Tsirivakos
