CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (the
‘‘Agreement’’) is made and entered into on
September 30, 2003 by and between
VICOR TECHNOLOGIES, INC. , a Delaware corporation (the
‘‘Company’’), and
MICHAEL GREER (the
‘‘Consultant’’).
RECITALS:
WHEREAS, the
Consultant has expertise in certain business and financial areas as
well as contacts with hospitals and medical facilities that may be
interested in participating in the development and marketing of the
VICOR PD2i Cardiac Analyzer; and
WHEREAS, the
Company wishes to obtain consulting services in certain areas
including the utilization of those contacts, hospitals and medical
facilities; and
WHEREAS, the
Company wishes to retain the Consultant to provide consulting
services, and the Consultant wishes to be retained to provide such
consulting services, as documented in this Agreement.
NOW, THEREFORE, in consideration of the mutual
promises, representations. warranties and covenants contained
herein, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto,
each intending to be legally bound, hereby covenant and agree as
follows:
1.
Duties
and Responsibilities . The
company hereby retains the Consultant, and the Consultant hereby
accepts such retention, to provide consulting services (the
‘‘Services’’) to or on behalf of the
Company as contemplated in this Agreement. The scope of such
consulting services shall be as determined and directed by the
Board of Directors (the ‘‘Board’’) or the
officers of the Company. During the term of this Agreement the
Consultant shall devote a reasonable amount of his time and
attention to providing the Services and shall promote the interests
and welfare of the Company.
2.
Term;
Termination . The term
(the ‘‘Term’’) of this Agreement shall
commence on the date hereof and shall continue through
June 30, 2004. This Agreement may be terminated by the
Company before the expiration of the Term for
‘‘Cause’’, which shall mean the
Consultant’s (a) conviction of a felony crime, (b) gross
negligence or willful misconduct in the performance of his duties
hereunder, (c) commission of a fraudulent act against the
Company or in the performance of his duties hereunder, or (d)
refusal to follow the directions of the Company’s officers or
the Board. If the Company terminates this Agreement for Cause, the
Consultant shall continue to receive all Consulting Fees (as
defined herein) that would be payable to him if the Agreement had
remained in force for its full Term.
3.
Consulting
Fee . The
Consultant shall be entitled to a consulting fee (the
‘‘Consulting Fee’’) of $12,833.33 per month
during the Term beginning on January 1, 2004, which shall be paid
monthly on the first day of each month from
January 1, 2004 through
June 1, 2004.
4.
Expenses
. The
Company shall reimburse the Consultant for all reasonable expenses
incurred by him in the course of the discharge of his duties
hereunder; provided, however, that all expenses which exceed a
total of more than $200 in any one month must be approved by the
Company prior to being incurred to be eligible for reimbursement.
All requests for reimbursement of expenses by the Consultant must
be supported by appropriate receipts and documentation as the
Company may require to comply with Federal income tax
requirements.
5.
Return
of the Company’s Property . If this
Agreement expires or is terminated for any reason, the Consultant
shall promptly return to the Company all equipment, documents and
any other material of any type or nature whatsoever supplied to
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