EXHIBIT 10.22
CONSULTING AGREEMENT
This Agreement is being made and entered into this 7th day of
June, 2002, by and between Xxxxxxxx.xxx, Inc. (the "Company"), and Xxxx
Xxxxxxx Xxxxxx ("Consultant").
WITNESSETH
WHEREAS, Consultant was formerly the Chief Financial Officer of the
Company;
WHEREAS, the Company desires to secure services from Consultant to
assist the Company in transitioning his job responsibilities;
WHEREAS, the Company desires to engage Consultant as an independent
contractor and Consultant represents that he has the requisite skill and
knowledge to serve as such; and
WHEREAS, the parties desire to state the terms and conditions of
Consultant's services, effective as of the date of this Agreement, as set forth
below.
NOW THEREFORE, in consideration of the mutual promises contained herein, and
intending to be legally bound, the parties hereto hereby declare and agree as
follows:
1. TERM; TERMINATION. The term of this Agreement shall commence on the
Effective Date as defined in the Separation Agreement and General
Release entered into by and between Company and Consultant (the
"Separation Agreement"), and shall end on the third-month anniversary
of the Effective Date, or until earlier terminated by the Company as
described herein (the "Term"). The Company may terminate this
Agreement at any time, at its sole discretion, by giving Consultant 10
days prior notice
2. CONSULTING SERVICES. During the Term Consultant shall use his
reasonable best efforts to assist the Company in transitioning his
former job responsibilities as Chief Financial Officer of the Company
(the "Consulting Services"). Subject to his other personal and
business commitments, Consultant shall be available, upon reasonable
notice and at reasonable times, to provide up to sixty (60) hours of
Consulting Services during the Term, but no more than ten (10) hours
during any work week. The Company agrees that, after the expiration
of the first month of the Term, Consultant shall fulfill the remaining
time commitment by being available by telephone during non-business
hours.
3. COMPENSATION AND REIMBURSEMENT
3.1. Company shall pay Consultant a fee of sixty-thousand dollars
($60,000), which shall be payable in a lump sum within 10
business days after the Effective Date and such payment shall be
nonforfeitable for any reason. The
Company shall issue a Form 1099 in connection with the
compensation paid to Consultant pursuant to this Agreement.
3.2. The Company will reimburse Consultant for all reasonable expenses
incurred by him in the course of the performance of the
Consulting Services hereunder.
4. INDEPENDENT CONTRACTOR. Consultant is an independent contractor, not
an employee or agent of the Company, and the manner in which the
Consulting Services are rendered shall be within his sole control and
discretion..
5. MISCELLANEOUS. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof. This Agreement
may not be assigned by any of the parties hereto, and may not be
amended or modified, except by the written consent of both parties
hereto. No failure or delay on the part of any party hereto in
exercising any right, power or remedy hereunder shall operate as a
waiver thereof. Headings to Sections herein are for the convenience of
the parties only, and are not intended to be or to affect the meaning
or interpretation of this Agreement. The validity, interpretation and
performance of this Agreement shall be governed by, and construed in
accordance with, the internal law of the State of New York, without
giving effect to conflict of law principles. Both parties agree that
the exclusive venue for any action, demand, claim or counterclaim
relating to the terms and provision of this Agreement, or to their
breach, shall be in the State or Federal courts located in the State
and County of New York. All notices required to be delivered under
this Agreement shall be effective only if in writing and shall be
deemed given when received by the party to whom notice is required to
be given and shall be delivered personally, or by registered mail if
to Consultant, to his home address as listed in the Company's records
and if to the Company, to its headquarters.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/ XXXX XXXX /s/ XXXX XXXXXXX XXXXXX
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Xxxxxxxx.xxx, Inc. Xxxx Xxxxxxx Xxxxxx
By: XXXX XXXX
Title: VICE PRESIDENT AND GENERAL COUNSEL
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