Consulting Agreement
This Agreement ("Agreement") dated this 1st day of January, 2005 between
Science Dynamics Corporation ("Parent"), a Delaware corporation, Systems
Management Engineering, Inc. ("Company") located at 00000 Xxxxxx Xxxxx Xx. Xxxxx
000, Xxxxxx, Xxxxxxxx ("Principal Office") and Xxxxxxx X. Xxxxx, Xx.
("Consultant"), sets forth the terms and conditions governing the relationship
between Company and Consultant.
1. Engagement as Consultant. The Company engages Consultant to render
consulting services to the Company for the period ("Consulting Period")
beginning on the close of the acquisition of SMEI by Science Dynamics and ending
on the first anniversary of the transaction.The will automatically renew for one
additional year on the first anniversary of the Agreement unless either party
gives at least 30 days prior written of their intent not to extend the
agreement.
2. Consulting Services. During the Consulting Period, the Consultant will
perform strategic analytical and advisory services as reasonably requested by
the Chief Executive Officer of the Company on a full time basis. The consultant
will be given twenty (20) paid vacation days and all statutory holidays in
conjunction with company policy.
3. Compensation. For all services rendered by Consultant under this
Agreement during the term hereof, Company shall pay Consultant One Hundred and
Fifty Thousand Dollars ($150,000) annually, payable in equal monthly
installments, no later than the last day of each month. Consultant shall be
eligible to receive options under the stock option plan of Parent to purchase
common shares of Parent or any similar plans as may be in effect from time to
time.
4. Reimbursement for Expenses. The Company shall reimburse the Consultant
promptly for the Consultant's reasonable out-of-pocket expenses of performing
the consulting services described herein. The Company and Consultant hereby
agree that among other reasonable and necessary expenses these shall include
five hundred dollars ($500) per month vehicle allowance and all Army Navy
Country Club Monthly dues. The Consultant shall provide monthly a particularized
statement of any such expenses with customary documentation to the Company's
Chief Executive Officer, for reimbursement.
5. Other Activities. The Consultant shall be free to accept employment with
any organization and to engage in any business enterprise on the Consultant's
own behalf during the Consulting Period, provided such employment or other
activities do not prevent the satisfactory performance of the consulting
services described in Section 2.
6. Disclosure or Use of Information. Consultant recognizes and acknowledges
that Company's and its affiliates' present and prospective clients, contracts,
operating data and other proprietary information are valuable and unique assets
of Company's business. Throughout the term of this Agreement and for a period of
one year after its termination or expiration, for whatever reason, Consultant
shall not directly or indirectly, or cause others to make use of or disclose to
others any information relating to the business of Company that has not
otherwise been made public. In the event of an actual or threatened breach by
Consultant of the provisions of this Paragraph, Company shall be entitled to
injunctive relief restraining Consultant from committing such breach or
threatened breach. Nothing herein shall be construed as preventing Company from
pursuing any other remedies available to Company for such breach or threatened
breach, including the recovery of damages from Consultant. The consultant also
agrees to sign a mutually agreeable non-compete and non-solicitation agreement
with the company prior to the closing of the acquisition of SMEI by Science
Dynamics.
7. Notices. Any notice, request or demand required or permitted to be given
under this Agreement shall be in writing, and shall be sent by certified or
overnight mail to the residence of Consultant or Principal Office of Company,
respectively.
8. Waiver of Breach. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
9. Assignment. The rights and obligations of Company under this Agreement
shall inure to the benefit of and shall be binding upon the successors and
assigns of Company. The obligations of Consultant hereunder may not be assigned
or delegated.
10. Independent Contractor. The Consultant acknowledges that the
Consultant's engagement under this Agreement is as independent contractor and
not as an employee of the Company. Accordingly the Consultant shall be
responsible for the payment of all income, self-employment and other taxes on
amounts paid to the Consultant hereunder, and the Company shall not withhold any
federal, state or local income, payroll or other taxes from the payments made
under this Agreement. Nothing in this Agreement shall be construed to authorize
the Consultant to incur any debt, liability or obligation of any nature for or
on behalf of the Company.
11. Entire Agreement;Choice of Law. This instrument contains the entire
agreement of the parties. It may be changed only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought. This Agreement shall be
governed by the laws of the State of Virginia, and any litigation shall be
conducted in the State of Virginia.
IN WITNESS WHEREOF, the parties have executed this Agreement on this 4th
day of February, 2005.
CONSULTANT Witness
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/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxxxxx
COMPANY Attest
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/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxxx X. Xxxxx
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By: Xxxxxxx Xxxxxxxx Xxxxxxx X. Xxxxx
Its: Vice President
PARENT Attest
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/s/ Xxxx Xxxxxxx ________________________
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By: Xxxx Xxxxxxx
Its: Chief Operating Officer
