Exhibit 10.1
CONSULTING
AGREEMENT
This Consulting
Agreement (the “Agreement”) is entered into by and
between Platinum Research Organization, Inc., a company existing
under the laws of Delaware (“PRO, Inc.” or the
“Company”), The Fairmount Company, a District of
Columbia corporation (the “Consultant”), and for
certain limited purposes, John T. (Corky) Jaeger, Jr.
(“Jaeger”)
RECITALS:
The Company
desires to employ Consultant as an independent contractor, and
Consultant desires to accept such employment, on the terms and
conditions set forth in this Agreement.
A G R E E M E N
T:
NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained in
this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Company, Jaeger and Consultant agree as follows:
1.
Employment . The Company
agrees to retain and does hereby retain Consultant, and Consultant
agrees to be retained by the Company on the terms and conditions
set forth in this Agreement.
2.
Duties and Responsibilities
. Consultant shall have those responsibilities, duties and
authorities assigned to it (the “Duties”) by the board
of directors of the Company (the “Directors”).
Consultant shall faithfully, industriously and to the best of its
ability perform to the satisfaction of the Directors all of the
Duties. Jaeger shall be responsible for the performance of
the Duties required of the Consultant as the President, Chief
Executive Officer, and Director of the Company, and, except as
permitted below, shall devote substantially all of his business
time, skill and attention to the business of the Company.
Jaeger shall not, except as provided below, during the term of this
Agreement, be actively engaged in any managerial or employment
capacity in any other business activity for profit which detracts
from his performance of the Consultant’s Duties.
Consultant shall use its best efforts and skills to preserve the
business of the Company and the goodwill of its employees and
persons having business relations with the Company.
Notwithstanding the foregoing, the Company acknowledges that Jaeger
is currently employed on a part time basis by the Consultant to
perform services for others. Jaeger may continue to perform
the services he is currently performing for the Consultant, but may
not expand the scope of such duties or the time dedicated to the
performance of those duties without the written consent of the
Company.
3.
Term . The term of this
Agreement shall commence as of the effective date of this
Agreement, and shall continue for three (3) years from such date,
or for such term as extended by mutual agreement of the parties, or
until it is otherwise terminated in accordance with this
Agreement.
4.
Compensation and Other
Benefits .
(a)
Compensation . For the 12 month period commencing upon the
effective date of this Agreement and continuing for each of the 12
calendar month thereafter, the Company shall pay Jaeger a salary of
$6,250 per month ($75,000 per year) and Consultant $11,250
per month ($135,000 per year), prorated for lesser periods.
Company will provide a cash bonus plan whereby Jaeger
and
consultant could earn up to one hundred percent
(100%) of their total yearly compensation of $210,000 (i.e. $75,000
plus $135,000) shared 50% to Jaeger and 50% to Consultant based on
specific milestones established and agreed to by the
Company’s Board of Directors. The cash compensation
paid to Jaeger and Consultant shall be reviewed annually and may be
modified by the mutual agreement of Jaeger, Consultant and the
Company. This plan would be established and confirmed by the
Board of Directors.
(b)
Business Expenses . Upon the submission of properly
documented expense account reports in accordance with Company
policy, the Company shall reimburse Consultant and Jaeger for
legitimate business expenses incurred on behalf of the Company in
the performance of its Duties, including but not limited to the
applicable dues and fees of the Consultant’s corporate
membership of the Sports Club and the legal cost to prepare the
Stock Option Plan of the Company and this Consulting
Agreement.
(c)
The Company shall pay the reasonable expense for Health and
Disability insurance for Jaeger.
(d)
Vacation . Jaeger shall be entitled to take two weeks
paid vacation during each calendar year in the term of this
Agreement.
(e)
Stock Options . On or about the effective date of this
Agreement, the Company will grant to Consultant an option to
acquire a ten percent (10%) percent common stock interest in the
Company on a fully diluted basis on the date of grant (the
“Substituted Options”). The Substituted Options
will be granted on terms comparable to the terms of the option
granted to Consultant on September 26, 2006 to acquire a total
option equity interest of ten percent (10%) in Platinum Research
Organization, L.P. (the “PRO LP Equity Options”).
The PRO, LP Equity Options will be cancelled upon issuance and
grant of the Substituted Options to Consultant. The Stock
options granted to Consultant shall be vested as follows: 1/6 of
the stock options shall be vested on the first anniversary of this
Agreement; 1/6 of the stock options shall be vested on the second
anniversary of this Agreement; 1/6 of the stock options shall be
vested on the third anniversary of this Agreement; and ½ of
the stock options shall be vested in accordance with
performance-based milestones as established and agreed to by the
Company’s Board of Directors. The Substituted Options shall
be granted under the terms of that certain Stock Incentive
Plan previously adopted by the Company.
5.
Termination .
(a)
Death or Disability . This Agreement shall terminate upon
the death or Disability of Jaeger. The phrase
“Disability” shall mean Jaeger is unable to perform the
Duties properly with the Company, even if reasonable accommodations
are made by the Company, on a full-time basis for 60 consecutive
days or for 80 days out of 100 consecutive days due to
Jaeger’s physical or mental illness as determined (after
expiration of either such periods) by a qualified
physician.
(b)
Cause . The Company may terminate this Agreement at any time
for Cause. The Company shall have “Cause” to terminate
this Agreement if during the term of this Agreement Consultant or
Jaeger (a) engages in a course of conduct that constitutes gross
dereliction of duties and
2
such behavior continues
30 days after the Company has given Consultant or Jaeger the
opportunity to cure it, (b) engages in fraudulent activities or
engages in gross misconduct which injures, or is reasonably
anticipated to injure, the Company or its affiliates, (c) is
convicted of, or pleas nolo contendere to, a felony criminal
offense punishable by more than one year in prison or an offense
involving moral turpitude, in a court of competent jurisdiction,
(d) violates any statutory or common law duty of loyalty which
results, or is reasonably anticipated to result, in an injury to
the Company or any of its subsidiaries or affiliates, or (e)
violates a material provision of this Agreement.
(c)
Notice of Termination . Any termination of employment,
other than as a result of Jaeger’s death, shall be
communicated by “Notice of Termination” to the other
party to this Agreement. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice in writing
which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination
of Consultant’s employment under the provision so
indicated.
(d)
Date of Termination . The Date of Termination (herein so
called) shall mean (a) if Jaeger’s employment is terminated
under this Agreement as a result of Jaeger’s death, the date
of Jaeger’s death, (b) if Jaeger’s employment is
terminated as a result of Jaeger’s Disability, the date
Notice of Termination is delivered to Consultant and Jaeger, (c) if
Consultant terminates this Agreement, the earlier of sixty (60)
days following the date on which a Notice of Termination is
delivered pursuant to Paragraph 11 or the date Consultant and
Jaeger cease actively working for the Company, and (d) if
Jaeger’s employment is terminated for any other reason, then
ten (10) days following the date on which a Notice of Termination
is delivered pursuant to Paragraph 11.
6.
Effects on Compensation upon
Disability or Termination of Employment .
(a)
Disability . During any period that Jaeger fails to perform
the Consultant’s Duties under this Agreement as a result of a
Disability, the Company shall nonetheless continue to pay the
Consultant and Jaeger under Section 4 until the Date of
Termination.
(b)
Termination . If Jaeger’s employment terminates
for any other reason, except for termination of Jaeger by the
Company without Cause then the Company shall pay Consultant and
Jaeger its compensation under Section through the Date of
Termination. If Jaeger is terminated by the Company without
Cause, the Company shall pay compensation and other benefits to
Jaeger and Consultant for a period of six (6) months after the Date
of Termination under Section 4 hereunder.
7.
Nondisclosure Covenants .
During the term of this Agreement, Consultant and its officers,
directors, managers, members, employees and owners, including,
without limitation Jaeger (collectively, a “Consultant
Party”), shall have access to and become familiar with
various
