EXHIBIT 10.82
CONSULTING AGREEMENT
AGREEMENT made as of the 24th
day of March 2008, by and between SYNTAX-BRILLIAN
CORPORATION , a Delaware corporation (hereinafter called
“Company”) and JOHN S. HODGSON (hereinafter
called “Consultant”).
W I T N
E S S E
T H :
Consultant has been Executive Vice
President and Chief Financial Officer of Company since
October 1, 2007 and has also served as a Director of the
Company since its inception in 2005 and previously served as
Chairman of the Company’s Audit Committee.
Consultant has also held various
positions as an Officer and Director in several Subsidiaries and
Affiliates of the Company to the present at various times since the
inception of the Company.
Consultant is hereby submitting his
resignation of all positions with the Company and its Subsidiaries
and Affiliates as referenced in Schedule A hereto, including
his positions as a Director, to the respective Boards of Directors
of said entities to take effect on March 24, 2008. Consultant
will be continue to be compensated as an employee through
March 31, 2008.
Company desires to maintain access to
Consultant’s knowledge and experience to assist it in
connection with the transition to a replacement for
Consultant.
Company desires to engage Consultant
and Consultant desires to accept such engagement, all on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants set forth in this
Agreement, the parties hereto agree as follows:
1. Engagement .
(a)
The Engagement . Company hereby engages Consultant, and
Consultant hereby accepts such engagement, as an independent
contractor to perform the duties set forth in this Agreement and to
act in the best interests of the Company as defined by its Board of
Directors.
(b)
Duties of Consultant . During Consultant’s engagement
by Company pursuant to this Agreement, Consultant shall render such
advice and recommendations to Company as Company may reasonably
request with respect to Company’s financial and accounting
matters.
2. Extent of Duties .
Consultant shall devote such of Consultant’s business time,
attention, and efforts as are reasonably necessary to the
performance of Consultant’s duties under this Agreement, and
shall perform such duties faithfully and diligently.
3.
Compensation .
(a)
Fixed Compensation . Company shall pay to Consultant as full
compensation for the duties performed by Consultant during
Consultant’s engagement under this Agreement, an annual fee
in the amount of $275,000. One fourth of said fee ($68,750) shall
be paid on April 1, 2008 with the remainder paid in
installments of $22,916.67 on a monthly basis commencing with
July 1, 2008 until the fee is paid in full. In addition,
Consultant shall be paid an amount that matches the current Company
contribution for the continuation of the medical, vision and dental
insurance coverage. (These payments are specified in
Schedule B as attached.) Consultant hereby waives any right to
any other compensation and releases Company from any other claims
for compensation related to any previous employment with the
Company or service as an Officer and Director of the Company unless
specified herein. The Consultant shall be responsible for any
withholding for federal and state tax purposes.
(b)
Stock-Based Compensation . All vested stock-based
compensation previously granted to Consultant shall continue in
full force and effect during the period of Consultant’s
service hereunder.
(c)
Reimbursement . Company shall reimburse Consultant for all
travel and entertainment expenses and other ordinary and necessary
business expenses incurred by Consultant in connection with the
business of Company and Consultant’s duties under this
Agreement; provided, however, that Consultant shall not incur such
expenses in an amount in excess of $200 during any month without
written authorization from Company. The term “business
expenses” shall not include any item not deductible by
Company for federal income tax purposes. To obtain reimbursement,
Consultant shall submit to Company receipts, bills, or sales slips
for the expenses incurred. Reimbursements shall be made by Company
monthly within 10 days of presentation by Consultant of
evidence of the expenses incurred.
4. Term of Engagement
.
(a)
Engagement Term . The term of Consultant’s engagement
hereunder shall commence on April 1, 2008 and shall continue
until March 31, 2009.
(b)
Termination Under Certain Circumstances . Notwithstanding
anything to the contrary herein contained:
(i) In
the event of the Consultant’s death prior to the completion
of the term of this Agreement, Consultant’s engagement shall
be fully vested with the unpaid fee paid to Consultant’s
estate;
(ii) If
Consultant shall fail, for a period of more than 30 consecutive
days, or for 30 days within any 60-day period, to perform any
of Consultant’s duties under this Agreement as the result of
illness or other incapacity, Company may, at its option, upon
notice to Consultant, terminate Consultant’s engagement
effective on the date of that notice;
(iii) If
Consultant shall breach or violate any of the provisions of this
Agreement, or fail to perform in a manner reasonably satisfactory
to Company any of the duties required of Consultant and such
breach, violation, or failure shall continue for a period of
10 days after Company shall have given Consultant written
notice specifying the nature thereof in
2
reasonable detail, Company may, at its option, upon notice to
Consultant, terminate Consultant’s engagement effective on
the date of that notice.
5. Competition and
Confidential Information .
(a)
Non-Competition . During the period of Consultant’s
engagement by Company and the period ending 12 months after
the termination of Consultant’s engagement by Company,
regardless of the reason therefor, Consultant shall not (whether
directly or indirectly, as owner, principal, agent, stockholder,
director, officer, manager, employee, partner, participant, or in
any other capacity) perform any duties for or engage or become
financially interested in any competitive business conducted within
the Restricted Territory. As used herein, competitive business
shall mean any business that sells or provides or attempts to sell
or p
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