CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (“Agreement’) is
entered into on this 15th day of August, 2007, by and between
Forward Industries, Inc. (“Forward”), located at 1801
Green Road Suite E, Pompano Beach, Florida 33064, and Jerome E.
Ball, residing at 20583 Links Circle, Boca Raton, Florida 33434
(“Consultant”).
WHEREAS , FORWARD seeks to engage the specialized services
of the Consultant; and
WHEREAS , Consultant has certain specialized and historical
experience related to FORWARD and its business plan, customers,
vendors, and business relationships in general, and seeks to
provide services to FORWARD as an independent contractor, pursuant
to the terms of this Agreement.
NOW THEREFORE , in consideration of the mutual promises and
covenants contained herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:
1. FORWARD hereby engages Consultant to provide
his expertise and services to FORWARD related to the execution of
FORWARD’S business plan and to FORWARD’s business
relationships with principal customers, vendors, and potential
partners. Specifically, Consultant will, among other matters,
advise as to principal OEM customer relationships, development of
strategies for FORWARD’S business plan and the trade, and
potential acquisitions and/or business combinations, as requested.
2. (a) The term of this Agreement shall be from
January 1, 2008 to December 31, 2009, unless sooner terminated upon
CONSULTANT’S death or permanent disability. Upon such
termination, FORWARD shall have no further liability whatsoever
under this Agreement except as set forth in paragraph 2(b)
hereof. Permanent disability means for purposes of this
paragraph any disability, illness, or other incapacity as a result
of which CONSULTANT can not perform the services contemplated by
paragraph 1 of this Agreement for 90 or more consecutive days or
for 150 days in any consecutive 12-month period; provided that
FORWARD terminates this Agreement upon 10 days' prior written
notice. (b) In the event of termination of this Agreement
upon CONSULTANT’S death or permanent disability, as the case
may be, FORWARD shall pay within thirty days of such termination,
to CONSULTANT’S estate (as a death benefit) or to
CONSULTANT (as a disability benefit), as the case may be, an amount
equal to one-half (50% of) the aggregate monthly consulting
payments remaining to be paid under paragraph 3 (exclusive of
reimbursements) from the date of death or permanent disability, as
the case may be, until December 31, 2009.
3. FORWARD shall pay Consultant on the basis of
ten thousand dollars ($10,000.00) per month on the last day
of each month during the term of this Agreement (if the last day of
any month shall fall on a Saturday, Sunday or other day on which
national association banks in the United States shall have the
right to remain closed, payment shall be made on the next
succeeding business day). FORWARD shall reimburse Consultant for
his reasonable travel and related expenses in connection with
providing services under this Agreement, provided same are
supported by appropriate documentation. In connection with
the provision of services to FORWARD, CONSULTANT shall have the use
of an office located at FORWARD’S principal CONSULTANT
offices at the address set forth above.
4. Subject to his nomination(s) by
the Nominating and Governance Committee of the Board, and upon its
nomination(s), to his subsequent election as a director by
shareholders at the annual meetings of shareholders to be held in
February 2008 and, as the case may be, in 2009, Mr. Ball will be
nominated for election to the Board of Directors as Director and
Chairman of the Board. For each annual meeting (2008 and
2009) in respect of which he is so nominated and elected, he will
be entitled to the normal board fee paid to non-employee directors
payable at the same times non-employee directors receive their
fees, plus a fee of $25,000 per annum in consideration of his
duties as Chairman (payable at the same time as the fees in
paragraph 3), which fees are in addition to his consulting fee set
forth in paragraph 3.
5. Consultant acknowledges and
agrees that he will be solely responsible for payment of all
federal, state and local taxes imposed on the payments referred to
in paragraphs 3 and 4, and Consultant will indemnify, defend and
save harmless FORWARD from payment of, or liability for, taxes
related to payments made pursuant to this Agreement. FORWARD
shall issue an IRS Form 1099 for the fees paid pursuant to this
Agreement.
6. Consultant undertakes and
represents that with respect to his performance under this
Agreement, he shall act in full accordance with federal, state, and
local laws, rules and regulations.
7. In performing services
under this Agreement, Consultant acknowledges and agrees that he is
an independent contractor, and has no authority, express or
implied, to hold himself out as an agent, employee or partner of
FORWARD, and has no authority to act on behalf of FORWARD.
Consultant further acknowledges and agrees that, by virtue of
rendering consulting services under the terms of this Agreement, he
is not eligible to be included in any employee benefit or pension
plans which are provided to FORWARD employees, and makes no claims
for inclusion in any such benefit plan or other fringe benefit of
employment based upon the services provided under this
Agreement. The foregoing is without prejudice to
CONSULTANT’S rights he may have under applicable
laws.
8. Consultant acknowledges and agrees that in the
course of this engagement, he shall have access to FORWARD’s
“Proprietary or Confidential Information.” For
purposes of this Agreement, Proprietary or Confidential
Information shall mean all information that is not generally known
to the
