|
Exhibit 10.1
CONSULTING AGREEMENT
This
Consulting Agreement (the "Agreement") is made this 6th day of
August, 2007, between Deep Down,
Inc., located at 15473 East Freeway, Channelview, Texas 77530
(the "Company") and Strategic Capital Services, Inc.,
located at 16810 Bending Creek, Friendswood, Texas 77546 (the
"Consultant").
ARTICLE I
TERMS AND DUTIES
|
1.1
|
The
Consultant is hereby engaged for a three-year period commencing
August 6, 2007 (the "Initial Term"), and the Consultant hereby
accepts the engagement by providing the services of Robert E.
Chamberlain, Jr. ("Chamberlain") as Chairman and Chief Acquisitions
Officer. The Initial Term shall be automatically renewed for up to
two successive consecutive one (1) year periods (each, a "Renewal
Term" and the Initial Term and Renewal Term are collectively
referred to as the "consulting period") thereafter unless either
party sends notice to the other party, not more than 270 days and
not less than 90 days before the end of the then-existing
consulting period, of such party's desire to terminate the
Agreement at the end of the then-existing term, in which case this
Agreement will terminate at the end of the then- existing term.
Consulting services will be provided at the Company address or at
such other places as may be directed by the Company. The Consultant
agrees that time is to be scheduled by the Company and to devote
reasonable productive time, ability and attention to the business
of the Company during the term of this Agreement, subject to the
direction and supervision of the Company.
|
ARTICLE II
COMPENSATION
|
2.1
|
As
compensation for services rendered under this Agreement, the
Consultant shall be entitled to receive a base consulting fee of
One Hundred Eighty Thousand and NO/100 DOLLARS ($180,000.00) per
annum payable twice monthly plus an amount equal to Federal and
State payroll withholdings customarily withheld for an employee
earning this compensation, including but not limited to FICA and
Medicare. The consulting fee may be increased annually at the
discretion of the Board of Directors. The Consultant is also
entitled to annual bonuses as determined by the Board of Directors.
The Consultant shall provide such reasonable business hours as the
Company shall dictate, but at least forty hours per
week.
|
|
2.2
|
Chamberlain shall be eligible to participate in any and all
benefits as are available from time to time to key executive
office rs,
directors and employees (and their families) of the
Company, including
all health, medical, dental, and life insurance benefits. The
Company shall
pay 100 % of all premiums with respect to
such plans for Chamberlain. Chamberlain may, at his option, e
lect to be reimbursed
for medical insurance premiums incurred for medical insurance not provided
through the Company. Chamberlain will be entitled to four
weeks paid vacation.
Chamberlain will also be entitled to $1,000 per month as an
expense allowance to pay for the cost of
a vehicle, insurance, gasoline, maintenance, repairs and
other unanticipated
costs.
|
ARTICLE
III
TERMINATION
|
3.1
|
If the Consultant willfully breaches or habitually neglects the
duties which he is required to perform under the terms of the
Agreement, the Company may at its option terminate this Agreement
by giving written notice of termination to the
Consultant.
|
|
