CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is being entered into as of June 18,
1997, by and between DELSOFT CONSULTING, INC., a Georgia
corporation with principal offices at 000 Xxxxxx Xxxx, Xxxxxxx,
Xxxxxxx 00000 (hereinafter called the "Company"), and XXXXXXXX
X. XXXXXXXXX, residing at 000 Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxxx xx
Xxxxxxxx, Xxxx of Woodstock 30188, (hereinafter called the
"Giacchino").
WITNESSETH:
WHEREAS, Company and Giacchino have mutually agreed to
terminate the Employment Agreement between Company and Giacchino
dated July 1, 1996; and
WHEREAS, the parties deem it to be in their best interests
to set forth in writing the terms and conditions under which this
Consulting Agreement is to be made.
NOW, THEREFORE, in consideration of the mutual promises and
covenants of the parties hereto as hereinafter set forth, the
parties hereto hereby agree as follows:
1. TERMS OF CONSULTING AGREEMENT.
The term of this Consulting Agreement shall begin as of the
1st day of July 1997, and terminate upon Company's satisfaction
of all terms and conditions stated herein.
2. COMPENSATION AND BENEFITS.
a. COMPENSATION. Giacchino shall receive total
compensation of $80,000, payable in sixteen (16) equal
installments in accordance with the Company's normal pay
practices. The first installment shall be payable on August
1, 1997.
b. OPTIONS. Giacchino shall receive on July 1, 1997,
and on an annual basis thereafter, for a period of four (4)
years, an option to purchase twenty five thousand (25,000)
shares of Company stock in accordance with the terms and
conditions of the Company Stock Option Plan.
c. FRINGE BENEFITS. Giacchino shall be entitled to
participate and receive benefits under the Company health
and 401(k) plans and arrangements for a period of twelve
(12) months from the date of this Agreement.
d. VACATION. Giacchino shall receive payment, on or
before August 1, 1997, for four (4) weeks of accrued
vacation.
e. DEFERRED COMMISSIONS. Giacchino shall receive
payment of six thousand six hundred ($6,600.00) dollars, on
or before August 1, 1997, for all deferred commissions due
and owing as of the date of this Agreement.
f. BONUS. Giacchino shall receive payment for any
amount due and owing as of June 30, 1997, pursuant to the
Company Executive Compensation Program. Payment will be
made in the same manner and in the same amounts as the
Company makes to all other participants.
3. CONDITIONS TO COMPENSATION AND BENEFITS.
In consideration of the compensation and benefits stated
herein, upon the written request of Company Giacchino agrees to
provide up to ten (10) hours of services per week during the term
of this Agreement.
4. ENTIRE AGREEMENT.
This Agreement embodies the entire agreement and
understanding between Giacchino and the Company with respect to
the subject matter hereof. This Agreement supersedes any and all
other agreements between the parties with respect to its subject
matter, including, but not limited to, the Employment Agreement
between the parties dated July 1, 1996. No other agreement,
statement, or promise relating to the subject matter of this
Agreement that is not contained herein shall be valid or binding.
5. SEVERABILITY.
If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated.
6. GOVERNING LAW.
This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Georgia
applicable to contracts made and to be performed in such state
without giving effect to the principles of conflicts of laws.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed in its name and behalf by its duly authorized officer
and Giacchino has hereunto set his hand, all on the day and year
first above written.
WITNESS: DELSOFT CONSULTING, INC.
/s/ Xxxxxxx X.Xxxxx /s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx, President
WITNESS:.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxxx X. Xxxxxxxxx
Xxxxxxxx X. Xxxxxxxxx
