EXHIBIT 10.19
AGREEMENT dated January ____________, 2001, between ReTrac Medical, Inc. (the
"Company"), and Xx. Xxxxxxx Xxxxxx (the "Advisory Board Chairman").
RECITALS
The Company is currently in the process of developing its business and requires
certain knowledge and experience to assist and guide the Company in its growth
and strategy.
Xx. Xxxxxx has the knowledge and extensive experience the Company requires.
The Company desires to have Xx. Xxxxxx assume the role of Chairman of the
Financial Advisory Board to assist and guide the Company in developing its
business, growth and strategy for a maximum period of three years.
Xx. Xxxxxx for certain consideration hereinafter defined, accepts the position
of Chairman of the Financial Advisory Board for a three year period.
NOW THEREFORE subject to ratification by the Board of Directors, and any
amendments to the by-laws that may be required, the parties hereto agree as
follows.
1. POSITION.
Xx. Xxxxxx shall assume the role of Chairman of the Financial Advisory Board.
2. TERM.
The term of this Agreement shall begin on January, 2001, the effective date,
and shall terminate on January, 2004.
3. DUTIES.
The Advisory Board Chairman shall devote a sufficient amount of his time and
attention to the Company`s business and shall be available to the management of
the Company to assist and guide the Company in its growth and strategy.
4. COMPENSATION.
The Advisory Board Chairman shall receive no compensation for his services as
Advisory Board Chairman.
5. STOCK.
As a one-time consideration for the signing of this agreement the Company agrees
to issue the Advisory Board Chairman Thirty Thousand (30,000) shares of the
Company's common stock. Such stock shall be, and is, separate and apart from any
other stock issued, or to be issued, the Advisory Board Chairman under any other
agreement. The Advisory Board Chairman shall execute the Acknowledgment of Stock
Restriction attached hereto as Exhibit A.
6. EXPENSES.
The Advisory Board Chairman may incur reasonable expenses for promoting the
Company's business, including expenses for entertainment, travel, and similar
items. The Company will reimburse the Advisory Board Chairman for all such
expenses upon periodic presentation of an itemized account of such expenditures.
7. TERMINATION.
The Advisory Board Chairman may, without cause, terminate this Agreement by
giving 60 days` written notice to the Company of such termination or resignation
of his position. In such event, the Advisory Board Chairman shall continue to
render his services up to the date of termination or resignation.
8. INDEMNITY.
The Company hereby agrees to hold the Advisory Board Chairman harmless for any
and all liabilities that may arise from the actions of the Company prior to the
effective date of this agreement.
9. NOTICES.
Any notice required or desired to be given under this Agreement shall be deemed
given if in writing and sent by certified mail, return receipt requested, to:
The Advisory Board Chairman at:
Xx. Xxxxxxx Xxxxxx
00X Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
The Company at:
ReTrac Medical, Inc.
00 Xxxxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
10. WAIVER OF BREACH.
The Company's waiver of a breach of any provision of this Agreement by the
Advisory Board Chairman shall not operate or be construed as a waiver of any
subsequent breach by the Advisory Board Chairman. No waiver shall be valid
unless in writing and signed by an authorized officer of the Company.
11. ASSIGNMENT.
The Advisory Board Chairman acknowledges that his services are unique and
personal. Accordingly, the Advisory Board Chairman may not assign his rights or
delegate his duties or obligations under this Agreement. The Company's rights
and obligations under this Agreement shall inure to the benefit of, and shall be
binding upon, the Company's successors and assigns.
12. ENTIRE AGREEMENT.
This Agreement contains the entire understanding of the parties. It may not be
changed orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension, or discharge is
sought.
13. HEADINGS.
Headings in this Agreement are for convenience only and shall not be used to
interpret or construe its provisions.
14. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.
In witness whereof the parties have executed this Agreement on the __ day of
February, 2001.
Chairman of the Financial Advisory Board
/S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
ReTrac Medical, Inc., by
/S/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President/CEO
ACKNOWLEDGMENT OF STOCK RESTRICTION
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The Shares to be issued in accordance with the agreement of date February ___,
2001, between ReTrac Medical, Inc. and Xxxxxxx Xxxxxx will not have been
registered under the Securities Act of 1933, as amended, or registered or
qualified under any state securities laws, and as such, the Shares are and will
be restricted securities as such term is defined under the Securities Act of
1933, and the Shares will be issued in a transaction exempt from the
registration requirements of the 1933 Act and the registration or qualification
requirements of applicable state securities laws. The Shares will be and will
have been acquired by Xxxxxxx Xxxxxx for investment purposes only and not with a
view to distribution or resale and may not be made subject to a security
interest, pledge, hypothecated, sold or otherwise transferred unless such Shares
are subsequently registered in accordance with the 1933 Act and qualified or
registered under applicable state securities laws or an exemption from
registration and qualification is available, and that, except as otherwise
provided in this Agreement, the Company is under no obligation to register or
qualify the Shares. The Company may require an opinion of it counsel prior to
authorizing the registration of any transfer of the Shares in reliance on an
exemption from registration or qualification to the effect that the transfer is
exempt from such registration or qualification. Certificates evidencing the
Shares shall bear a standard form Securities and Exchange Commission restrictive
legend and any such other legends as required by applicable federal and state
laws, and the transfer agent for the Company's class of Common Shares shall be
instructed to place a stop transfer order on the stock books of the Company
restricting the transfer of the Shares.
Xxxxxxx Xxxxxx represents and warrants that he agrees to execute such other
documents and instruments as counsel for the Company reasonably deems necessary
to effect the compliance of the issuance of the Shares with federal and state
laws or the enforce the intent of the agreement.
Dated: February , 2001
/S/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
