EXHIBIT 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT
(the “Agreement”) is entered into as of
October 29, 2007, by and between Sunair Southeast Pest
Holdings, Inc., a Florida corporation (the “Company”)
and Gregory Clendenin (the “Consultant”).
RECITALS
WHEREAS , the Consultant is
retiring from his position as the Chief Executive Officer of the
Company and Middleton Pest Control, Inc. (“Middleton”),
a wholly-owned subsidiary of the Company and any other positions
held with the Company, Middleton and any affiliated companies
(“Affiliated Companies”), effective as of
October 29, 2007 (the “Termination Date”) and has
resigned from these positions as of the Termination Date;
WHEREAS , Company wishes to
retain the Consultant’s services as a consultant for a period
of twelve (12) months after the Termination Date;
N OW, THEREFORE , the parties
intended to be legally bound, hereby and in consideration of the
promises contained herein, do hereby agree as follows:
1.
CONSULTANT’S SERVICES . Under the
general direction of the Chief Executive Officer of Sunair Services
Corporation, the parent company of the Company, the Consultant
shall provide consulting services to the Company, Middleton and any
Affiliated Companies in his area of expertise or any matters in
which he was involved while employed by the Company. These services
will include without limitation, consulting in the areas of the
pest control and the lawn service industry. Such services shall be
provided at such times, locations and by such means as reasonably
required by the Company. The Company agrees to provide the
Consultant with at least four (4) days notice when his
presence is required at the Company’s executive office or any
other location. The services shall not exceed twenty
(20) hours per week during the first six (6) months of
the term and shall not exceed ten (10) hours per week during
the second six (6) months of the term.
2. CONSIDERATION .
2.1 In consideration for the consulting services to be
performed by Consultant under this Agreement, the Company will pay
Consultant $12,750 per month during the first six (6) months
of the term.
2.2 The Company will pay Consultant for the following
expenses incurred while the Agreement between Consultant and the
Company exists: all travel expenses to and from all work sites,
meal expenses, administrative expenses, lodging expenses if work
demands overnight stays and miscellaneous travel-related expenses
(parking and tolls). Consultant shall submit written documentation
and receipts where available itemizing the dates on which expenses
were incurred. The Company shall pay Consultant the amounts due
pursuant to submitted reports in accordance with its general
practices.
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