CONSULTING AGREEMENT
CONSULTING AGREEMENT (this
“ Agreement
”), by and between CHINA
CABLECOM HOLDINGS LTD., a BVI corporation (the “
Company ”), and JAMES S. CASSANO (the “
Consultant ”).
WITNESSETH:
The Company desires to engage the
Consultant to render consulting services to it and the Consultant
is willing to provide such consulting services to the Company, on
the terms and conditions herein provided.
In order to effect the foregoing, the
parties hereto wish to enter into a consulting agreement on the
terms and conditions set forth below. Accordingly, in consideration
of the premises and the respective covenants and agreements of the
parties herein contained, and intending to be legally bound hereby,
the parties hereto agree as follows:
1. Engagement . The Company hereby agrees to engage the
Consultant to provide consulting services to the Company pursuant
to the terms and conditions of this Agreement and the Consultant
hereby agrees to provide such services to the Company.
2. Term .
(a) The term of this Agreement shall
commence upon the consummation of the “Business
Combination” (as defined in the Agreement and Plan of Merger
dated as of October __, 2007, by and among Jaguar Acquisition
Corporation, China Cablecom Ltd. and Clive Ng) and, unless sooner
terminated pursuant to paragraph (b) of this Section 2, shall
terminate on the third anniversary thereof (the “
Term ”).
(b) The Company and the Consultant may
agree to terminate this Agreement at any time in writing. In
addition, the Company may terminate this Agreement unilaterally and
without the Consultant’s consent if the Company reasonably
determines that the actions or inactions of the Consultant in the
performance of (or failure to perform) his duties under this
Agreement are negligent, constitute willful misconduct or are
materially injurious to the business affairs of the
Company.
(c) Upon the termination of this
Agreement pursuant to paragraph (b) of this Section 2, neither the
Company nor the Consultant shall have any liability or obligation
to the other, except for (i) the obligation of the Company to pay
the Consultant any due and payable consulting fee pursuant to
Section 5 for his consulting services rendered to the Company prior
to the termination of this Agreement, (ii) the obligation of the
Company to reimburse expenses incurred by the Consultant during the
Term pursuant to Section 6 and (iii) the restrictive covenant
obligation of the Consultant pursuant to Section 7, all of which
shall survive such termination.
3. Consulting Services . During the Term, the Consultant shall provide
such consulting services to the Company as the Company shall agree
upon mutually with the
Consultant, including but not limited
to those set forth on Exhibit A hereto (which Exhibit may be
amended in writing as agreed to by the Company and the
Consultant).
4. Nature of Relationship . The Consultant shall perform his consulting
services hereunder in the capacity of an independent contractor and
not as an employee of the Company. Any provision to the contrary in
this Agreement notwithstanding, the Consultant shall have no power
or authority to execute or otherwise enter into any agreement on
behalf of, or in any way to bind, the Company. The Consultant shall
not be considered as being employed by the Company for any purpose,
including without limitation, with respect to employee benefits
generally applicable to the Company’s employees. The Company
shall carry no workers’ compensation insurance or health or
accident insurance for the Consultant. The Company shall pay no
amounts on account of the Consultant for purposes of Social
Security, unemployment insurance or federal or state withholding
taxes and the Company shall not provide any other contributions or
benefits for the Consultant which might be expected in the context
of an employer-employee relationship.
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5. Compensation . The Company shall pay the Consultant a monthly
consulting fee equal to Ten Thousand Dollars ($10,000.00) with each
such monthly payment being payable on the first business day of the
Company in each month during the Term.
6. Expenses .
During the term of this Agreement, the Company shall, upon receipt
from the Consultant of appropriate documentation consistent with
the Company’s regular corporate policies regarding expense
reimbursement, reimburse the Consultant for his ordinary and
customary expenses incurred in performing his consulting services
hereunder, including expenses for non-commutation travel, all in
accordance with the Company’s regular corporate policies
regarding expense reimbursement; provided , however ,
that if the Consultant is to incur extraordinary expenses, the
Company shall not reimburse such expenses unless the Consultant
obtains the Company’s consent thereto prior to incurring such
expenses.
7. Restrictive Covenant .
(a) Reasonable Covenant . It is expressly understood by and between the
Company and the Consultant that the covenant contained in this
Section 7 is an essential element of this Agreement and that, but
for the agreement by the Consultant to comply with the below
covenant and thereby not to diminish the value of the organization
and goodwill of the Company or any affiliate or subsidiary of the
Company, including relations with their employees, clients,
customers and accounts, the Company would not enter into this
Agreement. The Consultant agrees that the below covenant is
reasonable and proper.
(b) Nondisclosure of Confidential
Information . The
Consultant shall keep secret and confidential and shall not
disclose to any third party in any fashion or for any purpose
whatsoever, any information regarding this Agreement, or any other
information reg
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