Exhibit 10.19
CONSULTING
AGREEMENT
AGREEMENT
(the “Agreement”) is
made and entered to be effective August 15, 2008 by and
between Spheric Technologies, Inc., an Nevada corporation (the
“Company”), and Red Rock Advisors, LLC, whose principle
employee is Gregg A. Linn (the “Consultant”). This
Agreement supersedes and terminates any other agreement the Company
has or had with Consultant.
RECITALS :
WHEREAS,
the Company desires to obtain
Consultant’s consulting services as set forth in this
Agreement; and
WHEREAS,
Consultant desires to provide such
services to the Company directly for a fee that will compensate
Consultant for time spent for services rendered and costs advanced
by Consultant as contemplated in this Agreement.
NOW, THEREFORE,
in consideration of the foregoing
and of the mutual promises and conditions hereinafter set forth,
the parties agree as follows:
15. Retention of
Consultant . The Company hereby engages and retains
Consultant and Consultant hereby agrees to use Consultant’s
best efforts to render to the Company the consulting services for a
period of commencing on the date of this Agreement and terminating
on July 31, 2009, provided that either party may terminate
this Agreement before such date upon thirty (30) days written
notice to the other.
16. Consultant’s
Services . Consultant’s services under this
Agreement shall consist of the following:
16.1 Primary
Responsibilities:
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Work with Investment Banker to
complete pre-IPO financing (Private Placement)
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Preparation of periodic financial
statements
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Preparation and analysis of 3
year profit plan
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Preparation of all SEC related
documents and filings (10-Q, 10-K, 8-K, AMEX)
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Liaison with outside
auditor
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Financial presentation for IPO,
analyst and broker road show
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16.2 Participate cooperatively with
management team:
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Work with Investment Banker and
Underwriter to complete IPO
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Analyst, market maker/specialist,
investment bank relations
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Investor/shareholder
relations
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Press release
preparation
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Board of Director
presentations
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Insurance and risk
management
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Develop effective pricing model
and maintain efficient resource utilization
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Develop creative and cost
effective marketing plans and tools
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In this role you will report to
Michael Kirksey and be part of our Management Team.
17. Payment for
Services . The Company shall pay Consultant for the
services rendered hereunder as follows:
17.1 Offer details:
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$5,000 monthly, pre-IPO effective
date; $6,000 monthly, post-IPO effective date for the term of this
agreement.
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25,000 Spheric Technologies, Inc.
Common Stock Options which will vest immediately upon
grant.
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An additional 30,000 options will
be granted upon completion of $500,000 private equity insertion
pre-IPO filing date.
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An additional 30,000 options will
be granted upon the completion of the IPO, which will vest
immediately upon grant.
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All options will be exercisable
at $1.00 and will have a life of five year from date of
grant.
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17.2 The Company will reimburse
Consultant for all direct expenses incurred by Consultant in
performing such services. Consultant shall obtain the approval of
the Company prior to incurring any expenses. Consultant will tender
requests for reimbursement to the Company and the Company will make
the reimbursement to Consultant within ten (10) days after its
receipt of written notification.
18. Consultant’s Time
Commitment . Consultant shall devote such time as
reasonably requested by the Company for consultation, advice and
assistance on matters described in this Agreement and provide the
same in such form as the Company requests. The Company agrees that
Consultant shall not be prevented or barred from rend
