CONSULTING AGREEMENT
This Consulting Agreement (the "AGREEMENT") is entered into as of
December 9, 2003, by and between Glenbrook Group, LLC, a Delaware corporation
("COMPANY"), and Xxxxxx X. Page ("CONSULTANT").
WHEREAS, Consultant is knowledgeable and experienced in the business
and affairs of the Company and its industry;
WHEREAS, the Company desires to retain the services of Consultant to
provide management consulting services (the "SERVICES"); and
WHEREAS, the Company and Consultant have determined that it is in their
respective best interests to enter into this Agreement on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, covenants, and
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. TERMS OF AGREEMENT.
(a) ENGAGEMENT OF CONSULTANT. The Company hereby engages Consultant in
a consulting capacity as an independent contractor, and Consultant does hereby
agree to serve the Company in such capacity for a period commencing on December
9, 2003 and continuing for a term of six months (the "TERM").
(b) DUTIES OF CONSULTANT. Consultant's primary duties will be to
provide management consulting and investor relations services regarding the
financial, strategic and general business affairs of the Company. Consultant
will make himself reasonably available to provide the services indicated herein.
(c) WORK FOR OTHERS. The Company recognizes and agrees that Consultant
may perform services for other persons, provided that such services do not
interfere with Consultant's ability to perform the Services required under this
Agreement or represent a conflict of interest.
2. COMPENSATION.
The Company agrees to pay Consultant for the performance of the
Services during the term of this Agreement as follows:
(a) The Company shall transfer to Consultant 1,054,852 shares of common
stock of Northgate Innovations, Inc., a California corporation (the "STOCK").
(b) The Stock shall be transferred to Consultant as of the date hereof,
but shall be subject to forfeiture in an amount equal to 175,808 shares per
month for each month that Consultant fails to perform under this Agreement prior
to the end of the Term. A certificate representing the Stock shall be held in
escrow by the Company subject to the forfeiture provisions of this SECTION 2(B),
and shall be released to Consultant upon the completion of the Term.
(c) Consultant shall be solely responsible for all of his withholding
taxes, social security taxes, unemployment taxes and workers' compensation
insurance premiums, if any. The Company shall issue Consultant a 1099 form
reflecting payments made to Consultant for Services rendered pursuant to this
Agreement.
3. INDEPENDENT CONTRACTOR.
(a) The Company and Consultant intend to have an independent contractor
relationship. In performing services for the Company pursuant to this Agreement,
Consultant shall act in the capacity of an independent contractor with respect
to the Company and not as an employee of the Company. As an independent
contractor, Consultant shall accept any directions issued by the Company
pertaining to the goals to be attained and the results to be achieved, but shall
be solely responsible for the means and method of work in which he will perform
Services under this Agreement. Consultant agrees to complete all Services in the
agreed upon timeframe. To do so, Consultant shall determine his own working
hours and schedule and shall not be subject to the Company's personnel policies
and procedures. The Company will not set a minimum or maximum number of hours
that Consultant may work in any given day.
(b) When performing the Services, Consultant may work at home, or
elsewhere that Consultant deems appropriate, so long as the Services are
performed in a manner such that the Service is achieved as stated in this
Agreement.
(c) Consultant shall be entirely and solely responsible for its actions
and inactions and the actions and inactions of his agents, employees or
subcontractors, if any, while performing Services hereunder. Consultant agrees
that he shall not, in any form or fashion, maintain, hold out, or represent or
imply to any other individual or entity that an employee/employer relationship
exists between Consultant and the Company. Consultant is not granted nor shall
he represent that it is granted any right or authority to make any
representation or warranty or assume or create any obligation or responsibility,
express or implied, for, on behalf of, or in the name of the Company or incur
debts for the Company.
4. COMPLIANCE WITH LEGAL REQUIREMENTS.
The Company shall not provide workers' compensation, disability
insurance, Social Security or unemployment compensation coverage or any other
statutory benefit to Consultant, his agents or employees or any subcontractors.
Consultant shall comply at his expense with all applicable provisions of
workers' compensation laws, unemployment compensation laws, Federal Social
Security law, the Fair Labor Standards Act, federal, state and local income tax
laws, and all other applicable federal, state and local laws, regulations and
codes relating to terms
and conditions required to be fulfilled by independent contractors and
consultants. Other than as stated in this Agreement, Consultant shall be solely
responsible and liable for all expenses, costs, liabilities, assessments, taxes,
maintenance, insurance, undertakings and other obligations incurred by
Consultant, his agents or employees or any subcontractors.
5. MISCELLANEOUS PROVISIONS.
(a) NOTICE. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by U.S. certified mail, return receipt
requested and postage prepaid. In the case of Consultant, mailed notices shall
be addressed to him as follows: Xxxxxx X. Page, X.X. Xxx 000, Xxxxxxxxxx,
Xxxxxxxxx 00000. In the case of the Company, mailed notices shall be addressed
to its corporate headquarters, Attn: Xxx Xxxxxx and Xxxx Xxxxxxxx, 0000 X.
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000.
(b) SEVERABILITY AND REFORMATION. If any one or more of the terms,
provisions, covenants or restrictions of this Agreement shall be determined by a
court of competent jurisdiction to be invalid, void or unenforceable, then the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect, and to that end the provisions shall be
deemed severable.
(c) GOVERNING LAW AND VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard
to conflict of law principles.
(d) ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
(e) AMENDMENT. This Agreement may be amended only by writing signed by
Consultant and by a duly authorized representative of the Company.
(f) CONSTRUCTION. The headings and captions of this Agreement are
provided for convenience only and are intended to have no effect in construing
or interpreting this Agreement. The language in all parts of this Agreement
shall be in all cases construed in accordance to its fair meaning and not
strictly for or against the Company or Consultant.
(g) BINDING AGREEMENT. This Agreement shall inure to the benefit of and
be binding upon Consultant, his heirs and personal representatives, and the
Company, its successors and assigns.
[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date first above written.
GLENBROOK GROUP, LLC
By:
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: Manager
XXXXXX X. PAGE
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