CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT (this “
Agreement ”)
is dated as of June 6, 2008, by and between Neuro-Hitech, Inc., a
Delaware
corporation
(the “
Company ”)
and David Ambrose (“
Ambrose ”).
WHEREAS,
Consultant previously served as the Chief Executive Officer
and Chief Financial Officer, among other offices, of the
Company; and
WHEREAS,
in connection with that certain Amended and Restated Stock
Purchase Agreement among GKI Acquisition Corporation,
Neuro-Hitech, Inc., and Ambrose, dated June __, 2008 (the
“
Stock Purchase Agreement ”),
the Company desires to engage Consultant to perform consulting
services for the Company, and Consultant is willing to serve in
such capacity as an independent contractor.
NOW,
THEREFORE, in consideration of the premises and respective
agreements set forth herein and the mutual benefits to be
derived herefrom, the Company and Consultant hereby agree as
follows:
1.
Services .
The Company hereby engages Consultant and Consultant accepts such
engagement as an independent contractor and not as the employee,
agent, partner or joint venturer of the Company, on the terms and
conditions herein. Consultant agrees to provide certain consulting
and advisory services to the Company, including but not limited to:
(a) providing operational and strategic advice regarding the
Company’s business; (b) participating in conference calls and
other forms of communication to share Consultant’s ideas,
experience and expertise with the Company; and (c) providing such
other services that the Company and Consultant mutually agree upon
(collectively, the “
Services ”).
Such Services shall be provided by Consultant during the Term on an
hourly-basis from time to time during the regular business hours
for a minimum of ten (10) hours per month and not to exceed twenty
(20) hours per month without the consent of Consultant.
Additionally, during each 12-month period following the
Commencement Date (as defined in Section 3(a)), Consultant shall
use commercially reasonable efforts to propose in writing to the
Company at least twenty (20) pharmaceutical products for which a
viable commercial market exists or reasonably could exist, which TG
United Pharmaceuticals, Inc. or its Affiliates reasonably could
produce and which the Company could, to its reasonable commercial
advantage, distribute.
2.
Compensation .
(a)
Consulting Fee .
As consideration for the Services, the Company shall pay Consultant
an annual consulting fee of $150,000 (the “
Consulting Fee ”),
which shall be paid to Consultant in twice-monthly installments of
$6,250. If during, any 12-month period of this Agreement,
Consultant proposes fewer than twenty (20) pharmaceutical products,
as described in Section 1 hereof, then the Consulting Fee
applicable for the subsequent 12-month period shall equal $150,000
multiplied by a fraction the numerator of which is the number of
pharmaceutical products actually proposed during the prior year and
the denominator of which is 20, provided, however, that if such a
short fall occurs during the final 12-month period of the Term,
Consultant shall rebate a portion of the Consulting Fee with
respect to such 12-month period in accordance with the formula set
forth in this sentence.
(b)
Reimbursement of Expenses .
Consultant shall be reimbursed for all reasonable expenses
reasonably incurred by Consultant in the performance of the
Services pursuant to this Agreement (the “
Out-of-Pocket Expenses ”).
Any Out of Pocket Expenses in excess of $250 shall be subject to
the Company’s prior written approval.
(c)
Taxes .
Consultant, as an independent contractor, agrees to pay in a timely
manner all Social Security and other payroll taxes relating to his
compensation, and Consultant shall have no claim against the
Company for vacation pay, sick leave, retirement benefits, Social
Security, worker’s compensation, disability or unemployment
insurance benefits or other employee benefits of any
kind.
3.
Term and Termination .
(a)
Term .
The term of this Agreement shall be for a period of three (3) years
commencing on the date hereof (the “
Initial Term ”).
This Agreement shall be automatically renewed for a period of two
(2) years following the completion of the Initial Term (the
“
Renewal Term ”)
unless the Company provides to the Consultant, or the Consultant
provides to the Company, as the case may be, with six (6) months
written notice, that it does not seek a Renewal Term. For purposes
of this Agreement, references to the “
Term ”
shall mean the Initial Term or the Renewal Term, as
appropriate.
(b)
Termination .
Either party may, at any time, terminate this Agreement with or
without cause upon thirty (30) days’ prior written notice to
the other party; provided, however, if the Company terminates this
agreement prior to the expiration of the Term without Cause (as
defined below), then the Company shall immediately m
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