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Exhibit 10.3
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 Eugene
L. Butler & Associates, located at 1039 Bayou Island Dr.;
Houston, TX 77063, (the "Consultant").
ARTICLE I
TERMS AND DUTIES
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1.1
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The
Consultant is hereby engaged for a period commencing on August 6,
2007 and ending May 31, 2010 (the "Initial Term"), and the
Consultant hereby accepts the engagement by providing the services
of Eugene L.
Butler ("Butler") as Chief Financial 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.
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ARTICLE II
COMPENSATION
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2.1
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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.
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2.2
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Butler
shall be eligible to participate in any and all benefits as are
available from time to time to key executive officers, 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
Butler. Butler may, at his option, elect to be reimbursed for
medical insurance premiums incurred for medical insurance not
provided through the Company. Butler will be entitled to four weeks
paid vacation. Butler 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.
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2.3
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The
Employment Agreement dated May 31, 2007 is hereby terminated and
replaced by this Consulting Agreement. Notwithstanding the
foregoing, the 3,000,000 options granted pursuant to the Employment
Agreement remain as validly existing options.
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ARTICLE III
TERMINATION
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3.1
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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
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