Exhibit 10.132
CONSULTING
AGREEMENT
CONSULTING AGREEMENT (this “
Agreement ”), made and entered into as of the 2
nd day of July, 2009, by and between
Charles & Colvard, Ltd., a North Carolina corporation (the
“ Company ”), and Bird Capital Group, Inc., a
Nevada corporation (“ Consultant ”).
W I T N E S S E T H
:
WHEREAS, the Company desires to
retain Consultant to provide the services of Richard A. Bird
(“ Bird ”) to render consulting and advisory
services for the Company on the terms and conditions set forth in
this Agreement, and Consultant desires to be retained by the
Company on such terms and conditions.
NOW THEREFORE, in consideration of
the premises, the respective covenants and commitments of the
Company and Consultant set forth in this Agreement, and other good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and Consultant agree as
follows:
1. Retention of Consultant;
Services to be Performed . The Company hereby retains
Consultant to provide the services of Bird to render such business
consulting advisory services as the Company may reasonably request
during the term of this Agreement in order to assist the Company in
transitioning to a new executive management team. Consultant hereby
accepts such engagement and agrees to perform such services for the
Company upon the terms and conditions set forth in this Agreement.
During the term of this Agreement, Consultant shall devote such
time to the Company as may be reasonably required to transition
Company matters to a new executive management team and to perform
such other services as may be required by this Agreement, and shall
assume and perform to the best of its ability such reasonable
duties, consistent with the first sentence of this Section 1.
During the term of this Agreement, Consultant shall report to
George R. Cattermole.
2. Term and Termination . The
term of this Agreement shall commence as of the close of business
on the date of this Agreement and shall terminate no later than
August 31, 2009, or earlier at the option of the Company. Upon
the termination of this Agreement, neither party shall thereafter
have any further rights, duties or obligations under this Agreement
(except that the provisions of Sections 5, 6 and 7, and
Consultant’s right to receive any unpaid consulting fees and
expense reimbursements with respect to periods prior to the
effective date of termination, shall survive any termination of
this Agreement).
3. Compensation . As
compensation in full for Consultant’s services hereunder, the
Company shall pay to Consultant a monthly cash consulting fee in
the amount of $20,000, pro rated to account for any partial month.
The consulting fee shall be payable to Consultant in arrears on the
last day of each month during the term of this
Agreement.
4. Expenses . Consultant
shall be reimbursed by the Company in accordance with the
reasonable policies and procedures that are established from time
to time by the Company for all reasonable and necessary
out-of-pocket expenses that are incurred by Consultant in
performing his
duties under this Agreement, including, without
limitation, reasonable travel expenses incurred by Consultant. The
Company will purchase in advance required air travel tickets for
Consultant to travel to and from Morrisville, North Carolina as
required, and the Company will pay directly as incurred for hotel
costs for Consultant while working in Morrisville or otherwise
traveling for the Company in accordance with the reasonable
policies and procedures that are established from time to time by
the Company.
5. Indemnification . The
Company agrees to indemnify and hold harmless Consultant and its
officers, directors, employees, agents and affiliates (including,
without limitation, Bird) (each of the foregoing, an “
Indemnified Party ”), from and against any and all
losses, claims, suits, actions, judgments, damages, costs,
liabilities, and reasonable expenses (including legal and other
expenses reasonably incurred by any Indemnified Party in connection
with investigating or defending against any such loss, claim,
damage, or liability) (each a “ Loss ”) as and
when incurred (including
