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Exhibit 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), dated as of the
24th day of
August, 2007, by and between Welding Metallurgy Inc., a New York
corporation
with an address c/o Air Industries Group, Inc., 1479 Clinton
Avenue, Bay Shore,
New York, 11706 ("WMI" or the "Company") and Gantt Associates
LTD, a New York
corporation having an office at 31 & 31A Lamar Streeet, West
Babylon, New York
("Gantt Associates") and John Gantt, an individual having an
address at 183
Montecito Crescent Melville, New York (the "Consultant"). WMI,
Gantt Associates
and the Consultant are hereinafter sometimes individually
referred to as a
"Party" and jointly as the "Parties."
RECITALS:
WHEREAS, WMI desires that Gantt Associates make the services of
the
Consultant available to serve as a consultant and the Consultant
desires to
serve WMI in such capacity on the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements
herein contained, the Parties hereto, intending to be legally
bound, agree as
follows:
1. Engagement. WMI hereby engages Gantt Associates to make the
Consultant
available to serve as a consultant and the Consultant agrees to
serve in such
capacity. During the Term (as hereinafter defined), Consultant
shall report
directly to WMI's President, or to such person(s) as may be
directed by WMI's
President, and shall discharge to the best of his abilities all
duties and
responsibilities as may be reasonably assigned to him from time
to time. During
the Term, the Consultant shall be required to devote no more
than twenty (20)
hours of work per week, it being further agreed that when
practicable, the
Company shall allow the Consultant to provide his services by
telephonic
communication.
2. Term. The initial term of the engagement under this Agreement
shall be
for a period of approximately three months commencing on the
date hereof and
ending on November 24, 2007 (the "Initial Term"). Upon
expiration of the Initial
Term, the engagement under this Agreement shall continue for an
additional three
month period unless either Gantt Associates or the Company gives
written notice
to the other no later than November 1, 2007, of his or its
determination to
allow this Agreement to expire as of the end of the Initial
Term. The engagement
under this Agreement shall terminate immediately upon the death
of the
Consultant or upon the onset of any disability which prevents
the Consultant
from rendering services to WMI. The period during which Gantt
Associates is
engaged by WMI is referred to as the "Term."
3. Compensation. The compensation for the services to be
provided to WMI
hereunder during the Term shall be Thirty Thousand Dollars
($30,000.00) per
month, payable to Gantt Associates in accordance with WMI's
regular payroll
practices, but no less frequently than twice a month and no
later than the end
of the month during which services are rendered. If the first or
the last month
of the Term begins or ends other than on the first or last day
of a calendar
month the amount due Gantt Associates for services rendered
during such month
shall be pro-rated based upon the number of days in such month
during which the
Consultant is engaged by WMI.
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In addition to the foregoing, WMI shall promptly reimburse
Gantt
Associates for all expenses incurred by it in
the performance of its duties hereunder, including, without
limitation, those
incurred for business travel, provided that without the prior
consent of the
President of WMI Consultant shall not incur more than $2,000 of
expenses in any
month and further provided that Gantt Associates provides the
Company with such
receipts or other evidence of its expenses as are required by
the Company's
policies.
4. Nonsolicitation of Customers and Employees. At all times
during the
Term and for a period of five (5) years from the date hereof,
(a) the Consultant
shall not, directly or indirectly, for himself or on behalf of
or in conjunction
with any other person, solicit or attempt to solicit the
business or patronage
of any customer of the Company on behalf of a business which
provides products
or services competitive with those of WMI, nor shall Consultant
interfere with
the business relationship of WMI with any customer of WMI, and
(b) the
Consultant shall whether individually, as a director, manager,
member,
stockholder, partner, owner, employee, consultant or agent of
any business, or
in any other capacity, directly or indirectly, employ, solicit,
disturb, entice
away, or in any other manner persuade any employee of WMI or its
affiliated
entities (the "Corporation") to discontinue or alter his or her
relationship
with the Corporation.
5. Noncompetition. At all times during the Term and for a period
of five
(5) years from the date hereof, the Consultant whether
individually, as a
director, manager, member, stockholder, partner, owner,
employee, consultant or
agent of any business, or in any other capacity, shall not
engage, directly or
indirectly through any other person, in any business, enterprise
or employment
which competes with the business of the Corporation as conducted
on the date
hereof. The Consultant acknowledges and agrees that the business
of the
Corporation is of a worldwide nature and that any geographic
limitation on the
foregoing covenant would be ineffective to adequately protect
the interests of
the Corporation. The Consultant further acknowledges and agrees
that the
foregoing covenant is an integral part of his agreement to be
engaged hereunder,
is fair and reasonable in light of all of the facts and
circumstances of the
relationship between the Consultant, WMI and the Corporation. In
the event any
court of competent jurisdiction determines that, notwithstanding
the foregoing
acknowledgments, the scope of the restricted activities of the
foregoing
covenant is excessive or not enforceable, or that the foregoing
covenant is not
enforceable unless it is subject to a geographic limitation,
this Agreement
shall be deemed amended to reflect the maximum restrictions on
activities and
geographic scope allowable pursuant to such court's
determination.
WMI acknowledges that Consultant is a certified welding
inspector and that
nothing contained herein shall be deemed to prevent him from
acting as a welding
inspector for any entity not engaged in a business competitive
with that of the
Company or, in any event for any of Northrop Grumman, Boeing
Corp., Lockheed
Martin, Senior Flexonic and Sandia Laboratories. Further,
Consultant shall be
permitted to perform welding inspection services for businesses
competitive with
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the Company so long as Consultant provides no other services to
any such entity
and upon request of WMI advises such entity of the restrictions
contained
herein. To the extent that there is an inconsistency or
ambiguity between this
section and Section 7.1 of that certain Stock Purchase Agreement
dated as of
March 9, 2007 by and between Air Industries Group, Inc. ("Air
Industries"),
formerly, Gales Industries Incorporated, and John Gantt and
Lugenia Gantt, the
terms of this Agreement shall govern.
6. Promissory Note. The Parties and the Consulta
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