|
CONSULTING AGREEMENT
THIS AGREEMENT is
dated February 8, 2008 (the “
Effective Date ”)
by and between
GEEKS ON CALL HOLDINGS, INC., a
Delaware corporation (the “
Company ”)
and
DOUGLAS GLENN (“Consultant”).
In
consideration of the mutual covenants contained herein, and
for such other good and valuable consideration, the receipt
and sufficiency of which are hereby conclusively acknowledged,
the parties, intending to be legally bound, agree as
follows:
1.
Consulting Duties
: The
Consultant shall provide consulting services to the Company, such
duties to include legal and business advice. In each case the
Consultant’s activities shall be performed under the
supervision of and with the prior approval of the Company. Unless
otherwise notified, the Consultant’s activities shall be
subject to the direction and approval of the Chief Executive
Officer of the Company. Additionally, the Consultant shall upon
request of the Company consult and advise the Company on a variety
of corporate matters on an on-going basis.
2.
Access to Certain Information
. The
Company may provide to the Consultant copies of proposed Company
literature and/or information prior to the dissemination of such
literature and/or information to third parties. The Consultant
shall not disseminate any Company materials or documents, shall not
provide any third-party any information concerning the Company, nor
utilize such materials for his own purposes, without the prior
written approval of the Company.
3.
Term
. The
term of this Agreement shall be for a period of twenty four (24)
months from the date of this Agreement (the
“Term”).
4.
Fees
. (a)
The
fees for services shall be $50,000 per annum payable in equal
monthly installments, with the first installment payable upon the
signing of this contract, and each subsequent monthly fee component
being payable promptly in subsequent 30-day intervals. Consultant
acknowledges that Company is not presently publicly reporting, or
quoted or traded on any public securities market or quotation
service. Effective as of the date of the Company’s
combination with a company that is publicly reporting, or quoted or
traded on a public securities market or quotation service, the
Company shall cause this Agreement to be assumed by such public
company, and the Company shall be released from all obligations
hereunder.
(b)
Stock Options
. Immediately
following consummation of the Company’s contemplated reverse
merger transaction with a to-be-identified public company (such
transaction referred to herein as the “Reverse Merger”;
and the entity which results from the Reverse Merger referred to
herein as the “Merged Entity”), the Merged Entity shall
grant the Consultant options to purchase 150,000 shares of the
Merged Entity’s common stock (“Options”),
pursuant to an Equity Incentive Plan to be adopted by the Merged
Entity (the “Incentive Plan”). Such grant shall be
evidenced by an Option Agreement, as contemplated by the Incentive
Plan. The per share exercise price of the Options shall be $1.00,
which represents the contemplated fair market value per share of
the Merged Entity’s common stock on the date of the
contemplated Reverse Merger. The term of the Option shall be six
years from the Effective Date. Twenty-Percent (20%) of the Options
shall become exercisable on each anniversary of the Effective Date
that Consultant remains employed by the Merged Entity. Upon a
change of control (as defined below) of the Merged Entity, all
unvested Options will immediately vest.
(c)
In
the event that the Merged Entity experiences a Change of
Control (as defined below) and after giving effect to such
Change of Control, this Agreement is not fully and completely
reaffirmed by the surviving or succeeding entity, then the
Consultant shall be entitled to receive in a lump sum in cash,
within 10 calendar days of the Change of Control Date (as
defined below), the balance of any outstanding consulting fees
payable to the Consultant for the remainder of the
Term.
“Change
of Control” as used herein shall mean a merger,
consolidation, sale of assets or sale of stock or other
transaction after giving effect to which
| 
