Exhibit 10.1
CONSULTING AGREEMENT
This Consulting
Agreement (“ Agreement ”) is entered into as of
this 27th day of August, 2009 by and between Hawk Systems, Inc., a
Delaware corporation (the “Company” ), and
Michael Golden (the “Consultant” ).
1. Engagement .
The Company hereby retains the Consultant to act as a consultant to
the Company and/or any of its affiliates as set forth
herein.
2. Consulting Fee
. The Company hereby agrees to pay the Consultant, as
follows:
a. Cash Compensation:
The Consultant shall be entitled to receive $20,000 per month for
services rendered.
b. Sign On Bonus: The
Company shall pay the Consultant a sign on bonus equal to $60,000
payable at the rate of $20,000 per month for three months
commencing on September 1, 2009 and ending on November 1,
2009.
c. Warrants: In
addition to the compensation set forth in Sections 2a and b, the
Consultant shall receive a warrant to purchase shares of common
stock of the Company equal to 975,000 shares of common stock
(calculated on a post reverse split basis or 5,850,000 shares on a
pre-split basis) of the Company at an exercise price equal to fair
market value on date of grant (the “Warrant”). The
Warrant shall have a term of five years from the date hereof. The
Warrant shall be fully vested as of the date of grant. In addition
to the foregoing, on the one year anniversary of this Agreement,
the Consultant shall be granted an additional warrant (the
“Bonus Warrant”) to purchase shares of common stock of
the Company equal to 487,500 shares of common stock (calculated on
a post reverse split basis or 2,925,000 shares on a pre-split
basis) of the Company at an exercise price equal to fair market
value on date of grant (the “Bonus Warrant”). The Bonus
Warrant shall be fully vested on the date of grant and have a term
of five years from the date of grant.
c. Expenses: The
Company shall reimburse the Consultant for all expenses properly
incurred by him in the performance of his duties hereunder in
accordance with policies established from time to time by the Board
of Directors of the Company.
3. Duties and
Responsibilities . The Consultant shall perform the role of
President of the Hawk Telematics division of the Company, where he
shall spend a minimum of ninety percent (90%) of his time
involved in every aspect of further developing the Company’s
intellectual property, bringing to market Hawk Telematics products,
assisting the Company in corporate matters relating to the
intellectual property, including evaluation and further protection,
and shall have full responsibility to manage all aspects of the
Hawk Telematics division. Consultant shall be permitted to publicly
advertise himself as President of the Hawk Telematics division.
Consultant hereby agrees to allow the Company to use his likeness
in any of the Company’s advertising, marketing or other
materials given to third parties. Company agrees that Consultant
shall have the right to attend Board meetings of the Company as a
non-voting observer.
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4. Term. The
term of this Agreement shall be for one (1) year commencing as of
the date hereof and ending on the first (1st) anniversary of the
date hereof (the “Initial Term”), subject to
termination as hereinafter provided. This Agreement may be extended
for an additional one (1) year period at the option of the Company
(the Initial Term together with any extension term collectively
referred to herein as the “Term”).
5. Termination.
Either party shall have the right to terminate this Agreement by
delivery of written notice to the other party at least thirty days
prior to such termination.
6. Independent
Contractor Status . It is expressly understood that the
Consultant is an independent contractor and that he is not an
agent, employee, or representative of the Company or its
subsidiaries and that the Consultant shall make no representations
to the contrary. The Consultant shall be solely liable for any of
his own acts or omissions. The Consultant shall not be entitled to
benefits of any kind from the Company except for the compensation
agreed upon herein. The Consultant acknowledges that he shall be
responsible for the collection and payment of all withholdings,
contributions and payroll taxes relating to his
services.
7. Consultant’s
Methods. The Consultant will determine the method, details, and
means of performing the above-described duties. Nothing in this
Agreement shall be construed to interfere with or otherwise affect
the rendering of services by the Consultant in accordance with his
independent and professional judgment. Notwithstanding, the
Consultant shall interface closely with the other officers of the
Company and the Board of Directors of the Company and follow the
directions of the Board.
8. Confidential
Information . The Consultant agrees to keep secret and
confidential, and will not (a) disclose or transfer to any person,
corporation, firm or other entity, either during the
Consultant’s period of engagement, which includes the
Consultant's period of engagement with the Company prior to the
execution of this Agreement (the “Engagement
Period” ) or at any time after the termination thereof or
(b) use in the Consultant’s subsequent or other business or
employment, without the express written authorization of the
Company, any proprietary and/or confidential information of the
Company (hereinafter referred to as “Confidential
Information” ). Such Confidential Information includes,
without limitation, any information, customer lists, vendor lists,
supplier lists, pricing data, software, technique, design, process,
formula, development or experimental work, work in process,
business, trade secret, innovations, inventions, discoveries,
improvements, research or test results, data, formats, marketing
plans, business plans, strategies, forecasts, unpublished financial
information, budgets, projections, or any other secret or
confidential matter relating to the products, services, research
and development, customers, employees (including identifying
information, salaries, benefits, responsibilities and relative
abilities), suppliers, sales, or business affairs of the Company,
as well as all information that has or could have commercial value
or other utility in the business in which the Company or its
clients are engaged or in which they contemplate engaging and which
the unauthorized disclosure could be detrimental to the interests
of the Company or its clients, whether or not such information is
identified as Confidential Information by the Company or its
clients. Confidential Information does not include, however,
information which (a) is or becomes generally available to the
public other than as a result of a disclosure by the Company or its
representatives, (b) was available to the Consultant on a
non-confidential basis prior to its disclosure by the Company or
its representatives or (c) becomes available to the Consultant on a
non-confidential basis from a person other than the Company or its
representatives who is not otherwise bound by a confidentiality
agreement with the Company or any of its representatives, or is not
otherwise under an obligation to the Company or any of its
representatives not to transmit the information to the Consultant.
In the event of termination (voluntary or otherwise) of his
engagement by the Company or on demand at any time prior thereto,
the Consultant agrees to deliver promptly to the Company all
Confidential Information of the Company and its clients, whether
prepared by the Consultant or otherwise coming into his possession
or control relating to any product, business, work, customer,
supplier, or other aspect of the Company. Because the Consultant's
services are personal and unique and because the Consultant may
have access to and become acquainted with the Confidential
Information of the Company, the Consultant agrees that the breach
by him/her of this Agreement could not reasonably or adequately be
compensated in damages in an action at law and that the Company
shall be entitled to specific performance of the terms and
provisions hereof and/or temporary or permanent injunctive relief
(without the need to post any bond unless otherwise required by
applicable law), which may include but shall not be limited to
restraining the Consultant from rendering any services that would
breach this Agreement.
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9. C
