[ON SYNTRO CORPORATION LETTERHEAD]
EXHIBIT B-1
CONSULTANCY AGREEMENT
This Agreement, effective August 14, 1991, is by and between Syntro
Corporation, a corporation of the State of Delaware, having its principal place
of business at 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxx 00000, hereinafter referred to
as Syntro, and H. Xxxxxx Xxxxxx, 0000 X. 000xx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxx
00000, hereinafter referred to as Consultant.
1. CONSULTANCY APPOINTMENT
Syntro hereby retains the services of Consultant as a consultant to assist
Syntro personnel in the Field of Services hereinafter defined, and Consultant
agrees to accept the retainer. Consultant is retained as an independent
contractor, and not as an agent, and he shall be responsible for payment of
self-employment and social security taxes incurred on his behalf with respect
to remuneration for services under this Agreement. Consultant shall be
available at mutually agreeable times and locations for such consultation and
assistance as deemed needed by Syntro.
2. FIELD OF SERVICES
The Field of Services to which this Agreement applies involves consulting
with Syntro personnel involved in sales, marketing, business and general
management regarding Syntro operations, strategies and programs. Consultant may
also be involved in program planning and implementation, and may interact
directly with outside parties as requested by Syntro.
It is understood by Syntro and Consultant that the Field of Services does not
include any activity that is in conflict with any confidentiality commitment
made in conjunction with or separate from any prior employment contract or
other legal agreement to which Consultant is a party.
3. REMUNERATION
Syntro shall pay Consultant $400.00 per day for services provided under this
Agreement. Payment shall be made at the end of each calendar month, based on a
written statement from Consultant regarding the number of days devoted to
consulting activities under this Agreement.
Consultant is hereby granted a non-qualified option to acquire 1,000 shares
of Syntro common stock at an exercise price of $3.50, such shares to vest in
six (6) months from the date of grant.
4. EXPENSES
Syntro will reimburse Consultant for all expenses that are approved in
advance by Syntro as reasonably incurred by Consultant in connection with the
performance of his duties hereunder, upon the presentation by Consultant, from
time to time, of itemized accounts of such expenditures.
5. CONFIDENTIALITY AND NON-USE
The Consultant shall not, directly or indirectly, at any time during or for a
period of five (5) years after the expiration of this Agreement, disclose to
others except with the prior written consent of Syntro, any confidential data
or information obtained from Syntro under this Agreement, or use the same for
purposes other than those of this Agreement. The obligation of confidentiality
shall be waived as to information that (a) is in the public domain; (b) comes
into the public domain through no fault of Consultant; or (c) with respect to
information furnished by Syntro, can be evidenced in writing to have been known
to Consultant prior to its disclosure by Syntro.
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6. CONFLICT OF INTEREST
The Consultant represents that he is not presently and will not knowingly
become party to any agreement, understanding or arrangement that would cause a
conflict of interest to exist by his becoming a party to this Agreement, or
that would preclude his strict compliance with preceding Section 5.
7. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of Kansas.
8. COMMUNICATION
All communications from the Consultant to Syntro regarding this Agreement
shall be made to J. Xxxxxx Xxxx, Xxxxxx X. Xxxxxxxxxxx or Xxxxxxx X. Xxxxxx,
or to such other person(s) whom they may designate in writing.
9. ENTIRE AGREEMENT
The terms and conditions herein contained constitute the entire Agreement
between Syntro and the Consultant, and said terms and conditions may not be
waived or amended, except by a written instrument duly executed by Syntro and
the Consultant.
10. DURATION AND TERMINATION
The Consultant's appointment and retention shall continue from the effective
date of this Agreement until terminated as provided hereinafter. Syntro may
terminate the Consultant's appointment and retention with or without cause
upon not less than thirty (30) days written notice. The Consultant may
terminate his appointment and retention with or without cause upon not less
than thirty (30) days written notice. The Consultant's obligation set forth in
Paragraphs 5 and 6 hereof shall survive the termination of the Consultant's
appointment and retention.
Syntro Corporation
Consultant
/s/ J. Xxxxxx Xxxx /s/ H. Xxxxxx Xxxxxx
------------------------------------- -------------------------------------
J. Xxxxxx Xxxx, H. Xxxxxx Xxxxxx
President
September 9, 1991 October 28, 1991
Date: ______________________________ Date: _______________________________
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AMENDMENT TO CONSULTANCY AGREEMENT
The Consulting Agreement, effective August 14, 1991, by and between Syntro
Corporation and H. Xxxxxx Xxxxxx is hereby amended as follows:
The first sentence of numbered Section 3, Remuneration, of the above
referenced Agreement is amended as follows:
"Syntro shall pay consultant $800.00 per day for services provided
under this Agreement."
The effective date of this Amendment is February 1, 1995.
Syntro Corporation
Consultant
/s/ J. Xxxxxx Xxxx /s/ H. Xxxxxx Xxxxxx
_____________________________________ _____________________________________
J. Xxxxxx Xxxx, H. Xxxxxx Xxxxxx
President
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