Exhibit 10.41
CONSULTING
AGREEMENT
THIS CONSULTING
AGREEMENT (this
“Agreement”) is made as of this 1 st day of
October, 2008 by and between NYC Advisors, LLC , a New York
limited liability company, located at 445 Hamilton Avenue,
Suite 1102, White Plains, NY 10601 (
“Consultant” ) and Vision-Sciences, Inc. a
Delaware corporation located 40 Ramland Road South, Orangeburg, NY
10962 ( “Company” or “VSI”
).
W I T N E S S E T
H:
WHEREAS , Consultant is engaged in the business of
providing financial and management consulting services,
and
WHEREAS , Company desires to engage Consultant to
provide certain consulting services on the terms and conditions set
forth hereinafter.
NOW, THEREFORE
, in consideration of the mutual
promises and covenants herein contained, the parties agree as
follows:
1.
Engagement
. Company hereby engages Consultant
and Consultant hereby accepts such engagement to provide the
consulting services described herein upon the terms and conditions
hereinafter set forth.
2.
Consulting Services
. Consultant shall provide
accounting and financial services as agreed between the Company and
Consultant (the “Services”). Yoav M. Cohen shall
provide substantially all of such consulting services or supervise
such consulting services to the Company on behalf of
Consultant.
3.
Relationship
. Consultant is an independent
contractor and shall not have the right to bind the Company and
shall not hold itself out as having any authority to bind the
Company except as otherwise directed by the Company. The parties do
not intend to create, and this Agreement shall not be deemed to
create, an employer/employee, agent, representative or partnership
relationship between Consultant and the Company. Consultant
may utilize the Company’s offices as an accommodation, but
will be required to obtain and utilize its own computer and other
equipment. The Services shall be provided at the Company’s
location or as otherwise agreed between the parties.
4.
Term and Termination
. The term of this Agreement shall
commence on October 1 st , 2008 (“
Commencement Date ”) and shall continue for an initial
term of one (1) year (the “ Initial Term
”). At the end of the Initial Term, it may continue on a
monthly basis until termination by either party upon 30 days
written notice to the other. Subject to the terms and limitations
described below, Consultant acknowledges that Consultant may
terminate this Agreement at any time and that the Company may
terminate this Agreement at any time, with or without cause, in
each case, upon 30 days’ written notice to the
other.
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i.
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If this Agreement is terminated by
the Company, without Cause, at any time prior to
October 1, 2009, Consultant shall receive a lump sum of
$127,218. If Consultant is terminated by the Company,
without cause, between October 1, 2009 and
September 30, 2010, Consultant will be entitled to a lump sum
payment in the amount of $190,826; if Consultant is terminated by
the Company without Cause after October 1, 2010,
Consultant will be entitled to a lump sum payment in the amount of
$254,435.
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ii.
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If Consultant is terminated
for Cause at any time, or if Consultant terminates at any
time or declines to renew this Agreement, Consultant will not be
entitled to any severance payments.
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iii.
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As a condition to receiving the
severance benefits set forth in Section 4(b)(i), Consultant
will be required to execute a written general release of liability
in favor of the Company in relation to any and all claims (other
than claims relating to the Option, claims for the applicable
severance benefits or to otherwise enforce the terms of this
Agreement related to Consultant’s relationship with the
Company and the termination thereof), substantially in the form of
Exhibit A to this Ag
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