Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement (this “
Agreement ”), is made as of July 10, 2007 (the “
Effective Date ”), by and among PCP Acquisition, Inc., a Colorado
corporation, and its successors and assigns (the “
Company ”), Perfect Circle Projectiles, LLC, an Illinois limited
liability company (“ Seller ”), and Gary E.
Gibson (“ Consultant ”).
1.
Background . This Agreement is entered into as
consideration for and as a condition to the closing of the
transactions contemplated by the Asset Purchase Agreement (the
“ Purchase
Agreement ”), dated as of the
Effective Date by and between the Company, Consultant, Security
With Advanced Technology, Inc. and Seller. The Company and Seller
have entered into certain other agreements in connection with the
Purchase Agreement, including, but not limited to, a Royalty
Agreement (the “ Royalty
Agreement ”) dated as of the
Effective Date by and between the Company and Seller. Unless
otherwise defined herein, capitalized terms used herein shall have
the meanings assigned to them in the Purchase Agreement and the
Royalty Agreement.
2.
Services . Commencing on the Effective Date
and continuing for the entire duration of the Royalty Period (the
“ Term ”), Consultant shall, and Seller shall cause Consultant
to, provide up to 86 hours per month of consulting services to the
Company, as the Company may reasonably request relating to the
Defined Business (the “ Services ”) without cost to
the Company. Any hours not expended in a month will not carry
forward but will expire. Additionally, Consultant agrees to make
himself, and Seller agrees to cause Consultant to be, available to
the Company, as the Company may reasonably request during the Term
for the purpose of providing additional Services (the
“ Additional
Services ”) hereunder for which
the Company shall pay Seller $200 per hour. The Services will
include supervision of engineering projects (including production,
new product development, machinery or facilities development) and
manufacturing.
3.
Compensation for Additional
Services . With respect to any compensation due hereunder for any
Additional Services, Seller agrees to invoice the Company once per
month, and the Company agrees to pay Seller within 30 days of
receipt of Seller’s invoice.
4.
Independent Contractor
. Consultant agrees
that all Services hereunder will be rendered by him as an
independent contractor and this Agreement does not create an
employer-employee relationship between Consultant and the Company.
Consultant shall have no rights to receive any employee benefits,
such as health and accident insurance, sick leave and vacation, as
are in effect generally for employees of the Company. Consultant
shall perform the engagement hereunder on an “at will”
basis, and may be terminated at any time by the Company for any
reason or no reason. Seller and Consultant shall exonerate,
indemnify and hold the Company harmless from and against and shall
assume full responsibility for the payment of all federal, state
and local taxes or contribution imposed or required under
employment insurance, social security and income tax laws with
respect to Consultant. The Company shall have no right,
responsibility or obligation to withhold federal or state income
taxes or payroll taxes under the Federal Insurance Act or under
state employment, disability or other laws from amounts due from it
to Consultant hereunder to the performance of services or to pay
employer payroll taxes thereon under said laws. Consultant shall
not be covered by any policy of the Company providing
Worker’s Compensation or be entitled to Worker’s
Compensation benefits in
connection with the performance of Work. Consultant
shall not be eligible for or allowed to participate in any
retirement plan, group insurance policy providing life insurance,
disability insurance or hospital or medical benefits, or any other
plan providing benefits to employees of the Company during the term
hereof or with respect to services.
5.
Confidential Information
. Consultant and Seller
acknowledge that the information, observations and data obtained by
Consultant or Seller while Consultant is engaged by the Company, or
by Consultant while Consultant was previously employed by Seller
concerning the Defined Business and the business or affairs of the
Company that are not generally available to the public other than
as a result of a breach of this Agreement by Consultant, together
with any Proprietary Rights assigned or otherwise transferred to
the Company pursuant to the Purchase Agreement (“
Confidential Information
”), are the property of the Company. Seller
and Consultant agree that Consultant, Seller and Seller’s
employees shall not disclose to any unauthorized person or use for
his or its own account
