CONSULTING AGREEMENT
This Consulting Agreement is made as of December __, 1995, between Imre
Corporation, a Delaware corporation (the "Company"), and Xxxxxx X. Xxxx, M.D.
("Xxxx") based on the following recitals.
R E C I T A L S
X. Xxxx is a key employee, officer and director of the Company, who holds
an option to purchase 42,500 shares of the Company's $.02 par value common stock
("Common Stock") at $1.75 per share pursuant to the terms of the Nonqualified
Stock Option Agreement dated March 31, 1995, as amended, December 28, 1995
between the Company and Xxxx and an option to purchase 5,000 shares of Common
Stock at $2.125 per share pursuant to the terms of the Nonqualified Stock Option
Agreement dated January 13 1995, as amended, December 28, 1995 between the
Company and Xxxx (collectively, the "Stock Options").
B. The Company desires to engage Xxxx as a consultant in lieu of his
current positions as a key employee, officer and director of the Company, and
Xxxx is willing to accept that engagement, on the terms specified in this
Agreement.
T E R M S
Therefore, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
1. ENGAGEMENT. Subject to the terms of this Agreement, the Company
engages Xxxx, and Xxxx accepts the engagement, to consult with the Company on
scientific research and development of products on behalf of the Company for up
to two days a month. Notwith-standing this engagement, Xxxx shall be free to
pursue consulting or employment with other persons or entities so long as it
does not interfere the performance of his nonexclusive responsibilities
hereunder.
2. TERM. The term of this Agreement shall commence on January 1, 1996
and continue until June 30, 1996, unless extended by mutual agreement of the
parties.
3. COMPENSATION. As compensation for the consulting services rendered or
to be rendered hereunder, the Company shall pay Xxxx compensation at an annual
rate of $175,000, payable in equal semi-monthly installments in the middle and
at the end of each month, irrespective of whether Xxxx actually renders any
services. It shall also (i) reimburse Xxxx for any reasonable business expenses
he incurs at the request of the Company in accordance with its reimbursement
policies in effect from time to time, and (ii) provide him, at Company expense,
with an office,
reasonable secretarial assistance, facsimile and copying services, and phone and
voice mail through March 31, 1996.
4. EMPLOYMENT TERMINATION. Subject to the terms of this Agreement,
Xxxx'x employment with the Company shall terminate at 12:01 a.m. PST on January
1, 1996, and all employee benefits, including without limitation accrued sick
leave and vacation, retirement and 401(k) plan contributions, and bonus or
profit sharing plans, shall accrue through the end of the calendar year 1995,
and all contributions that depend upon Xxxx'x employment on December 31, 1995,
shall be made on his behalf.
5. RESIGNATIONS. Subject to the terms of this Agreement, effective
December 28, 1995, Xxxx resigns as a Director and as the Executive Vice
President of the Company.
6. SEVERANCE. In addition to the consulting engagement specified in this
Agreement, the Company shall pay to or on behalf of Xxxx the following amounts.
6.1 ACCRUED VACATION. Promptly after December 31, 1995, and
notwithstanding any employee benefit policies to the contrary, the Company shall
pay to Xxxx the amount of all accrued but unused vacation on account of his
employment with the Company.
6.2 MEDICAL INSURANCE COVERAGE. During all of calendar year 1996,
the Company shall pay the premiums for continuation, under COBRA or otherwise,
of medical and health insurance coverage for Xxxx on the same basis and to the
same extent that it provides coverage for its key employees, officers and
directors during such period. At Xxxx'x request, the Company shall also provide
proof of premium payment and medical insurance coverage hereunder.
7. PRESS RELEASE APPROVAL. The Company and Xxxx approve the joint press
release attached hereto as Exhibit A and agree that neither will make any other
public comment about the termination of Xxxx'x employment or his resignation as
an officer and director of the Company without the prior written approval of the
other party.
8. INDEMNIFICATION. After termination of his employment, the Company
shall indemnify, defend, and hold Xxxx harmless from all claims, liabilities,
and expenses (including attorneys' fees) that arise out of actions or omissions
during his employment with the Company or by reason of his position as an
officer or director of the Company. This indemnity shall survive the expiration
or early termination of this Agreement.
9. LEGAL EXPENSES. The Company shall pay or reimburse Xxxx up to $1,000
for the legal expenses of preparing this Agreement.
10. ENFORCEMENT EXPENSES. In any legal proceeding to enforce, interpret,
or recover damages for breach or alleged
breach of this Agreement, the prevailing party shall be entitled to recover from
the nonprevailing party all of the prevailing party's fees for attorneys,
paralegals, appraisers or other experts and all of the prevailing party's other
legal expenses in addition to any other relief to which the prevailing party is
entitled.
11. MUTUAL RELEASE. The Company and Xxxx does each hereby for
itself/himself, its/his successors, assigns, heirs, executors and
administrators, fully and finally release, acquit and forever discharge the
other and all of its/his shareholders, directors, officers, employees, agents,
successors, assigns, heirs, executors and administrators of and from any and all
claims, actions and liability (collectively "Claims") based upon, arising out of
or in any way connected with the employment of Xxxx by the Company, or his
service as a director of the Company, on or prior to the date hereof other than
Claims based upon, arising out of or in any way connected with gross negligence,
fraud or illegal acts on the part of the other. The Company and Xxxx each
hereby certify that it/he has read and full understands the foregoing release
and that it/he agrees to this release voluntarily and with the advice and
consent of legal counsel.
12. MISCELLANEOUS MATTERS. This Agreement (i) represents the entire
understanding of the parties on the subject matter covered, (ii) supersedes all
prior or contemporaneous understandings on that subject matter, (iii) may only
be amended in a written instrument that is signed by both parties, (iv) shall be
binding on and inure to the benefit of the respective heirs, successors and
assigns of the parties, except that the Stock Options are not assignable,
(v) may be executed in counterparts, each of which shall be considered an
original of the same instrument, and (vi) shall be governed by and construed in
accordance with the laws of the State of Washington.
EXECUTED as of the date first above written.
IMRE CORPORATION
/s/ Xxxxxx X. Xxxx By /s/ Xxxx X. xx Xxxx
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XXXXXX X. XXXX Its Vice President Chief Financial Officer
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