CONSULTING AGREEMENT
Exhibit 10.4
This Consulting Agreement (the “Agreement”) is entered into by and between Xxxxx Xxxxxx (“Xxxxxx”) and Molecular Insight Pharmaceuticals, Inc. (the “Company”).
1. Services: Xxxxxx shall provide consulting services to the Company in the areas of overall management of the Company and strategic business planning, and Xxxxxx shall be referred to as the Company’s Chief Restructuring Officer (“CRO”) and President; provided, however, that Xxxxxx shall not be considered the Company’s “principal executive officer” for purposes of SEC reporting. Xxxxxx shall report directly to the Company’s Board of Directors (“Board”).
2. Independent Contractor: Xxxxxx shall work for the Company as a consultant and independent contractor, and shall not be an employee of the Company. As an independent contractor, Xxxxxx shall be permitted to engage, subject to the last sentence of this Section, in other work, endeavor, or employment during the term of this Agreement; provided that Xxxxxx may not work or become employed by a person or entity that is engaged in a business that is competitive with the Company’s business. Xxxxxx represents and agrees that during the term of this Agreement his business activities in addition to those specified in this Agreement are those described on Exhibit A attached hereto. Xxxxxx shall notify the Company in writing if he takes on additional business activities during the term of this Agreement.
3. Term: The term of this Agreement shall be from December 8, 2010 to September 1, 2011, unless the term is extended in a writing signed by both Xxxxxx and by an authorized representative of the Company, or unless the term is earlier ended pursuant to the provisions of this Agreement.
4. Board seat: Xxxxxx will continue to be a member of the Board and eligible for nomination for re-election to the Board when his current term as a Board member expires.
5. Cash compensation: The Company shall pay Xxxxxx a fee for his services during the term of this Agreement in an amount equal to $3,000.00 per each day worked. These fees shall be payable bi-monthly and, because Xxxxxx is an independent contractor, shall not be subject to any deductions or withholding. Xxxxxx agrees to file all required tax returns and pay all required taxes, social security and other governmental charges with respect to his compensation under this Agreement and agrees to indemnify and hold harmless the Company for any claim by a taxing or other governmental authority arising from his alleged failure to completely do so.
6. Benefits: As a consultant, Xxxxxx will not be entitled to participate in the insurance and other benefit plans that are offered by the Company to its employees. However, Xxxxxx will be entitled to coverage under the Company’s existing D&O insurance policy, D&O tail policy and any future D&O policy.
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7. Expenses: The Company will reimburse Xxxxxx for normal business expenses incurred by him in accordance with the Company’s customary policies.
8. No Severance Benefits: Either Xxxxxx or the Company may terminate this Agreement upon thirty (30) days prior written notice for any reason whatsoever, in which case Xxxxxx is not entitled to any severance benefits.
9. Confidentiality: Xxxxxx will be required, as a condition to the provision of services, to sign the Company’s Confidentiality Agreement in the form attached hereto as Exhibit C.
10. Indemnification: The Company shall defend and indemnify Xxxxxx, to the fullest extent permitted by law, from and against any and all liability, loss, damages or expenses incurred as a result of, arising out of, or in any way related to, Stylli’s services under this Agreement. The Company’s obligations under this Section shall survive the termination of this Agreement.
11. Modification: This Agreement supersedes any and all prior agreements or understandings on the subject matter, and cannot be modified or amended except in a writing signed by Xxxxxx and by an authorized representative of the Company.
12. Arbitration: Any dispute arising out of or regarding an alleged breach of this Agreement shall be resolved through final and binding arbitration. The arbitration shall by a single arbitrator selected from the JAMS panel of arbitrators and shall be conducted in accordance with the rules and procedures of the JAMS then in effect. The arbitration shall take place in San Diego County, California. The decision and award of the arbitrator shall be final and binding. The prevailing party in any such arbitration shall be entitled to recover his or its reasonable attorney’s fees and costs incurred in connection with the arbitration.
13. Successors and Assigns: This Agreement shall be binding on Xxxxxx and the Company, and the Company’s successors and assigns (whether by way of sale, transfer, reorganization, merger, consolidation, or otherwise).
AGREED:
/s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, |
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Chairman of the Board of Directors of | ||
Molecular Insight Pharmaceuticals, Inc. |
Dated: | 12/9/10 |
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/s/ Xxxxx Xxxxxx Xxxxx Xxxxxx |
Dated: | 12/09/10 |
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