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CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT (the "Agreement"), made and entered into
to be effective as of July 6, 2007, ClearOne Communications,
Inc., a Utah corporation, with an address at 5225 Wiley Post
Way, Suite 500, Salt Lake City, Utah 84116 (hereinafter the
"Company"), and Edward Dallin Bagley, and individual with an
address at 2350
Oakhill Drive ,
Holladay,
Utah 84121 (hereinafter
"Consultant"):
Section 1
SCOPE OF SERVICES
1.1
Services .
Consultant agrees to provide consulting services to the Company in
connection with strategic decisions and planning including, without
limitation, merger and acquisition discussions, private equity
discussions, tender offers, lines of credit, market makers, and new
lines of business. Consultant will spend a minimum of forty hours
per month engaged in such services for the benefit of Company. The
Company shall invite Consultant to attend meetings of the
Company’s Board of Directors, on an as needed basis, for the
purpose of reporting on and discussing his consulting activities.
It is not anticipated that Consultant will be present at the
Company’s offices on a daily basis. As such, Consultant will
no longer maintain an office at the Company and Consultant will not
participate in the day-to-day decisions of management, including
decisions on employment of executives.
1.2
Conduct of Services .
All work shall be performed in a workmanlike and professional
manner.
1.3
Method of Performing Services .
Consultant shall have the right to determine the method, details,
and means of performing the work to be performed for Company.
Company shall, however, be entitled to exercise general power of
supervision and control over the results of work performed by
Consultant to assure satisfactory performance.
1.4
Scheduling .
Consultant will use reasonable efforts to accommodate
Company’s work schedule requests.
1.5
Reporting .
Company and Consultant shall develop appropriate administrative
procedures for coordinating with each other.
Section 2
TERMINATION
2.1
Termination. The
Company agrees to retain Consultant and Consultant agrees to accept
the consulting services with the Company for a term (the
“Term”) commencing on the date hereof and continuing
for a three-year period thereafter. This Agreement may be
terminated earlier than the three-year anniversary by the Company
only “for cause.” For purposes hereof, “for
cause” shall mean one of the following: (a)
a material breach by Consultant of the terms of this
Agreement ,
not
cured within two
(2) weeks from receipt of written notice from
the Board of Directors of such breach, (b) material wrongful
misappropriation of any money, assets or other property of the
Company or any subsidiary or affiliate of the Company, (c) the
conviction of Consultant for any felony or a crime involving moral
turpitude, or (d) Consultant’s chronic alcoholism or chronic
drug addiction .
2.2
Remaining Payments. Upon
termination of this Agreement by the Company for cause, or by
Consultant for any reason, Company shall pay to Consultant all
amounts owing as of and through the date of termination within
thirty (30) days of such termination.
Section 3
FEES, EXPENSES, AND PAYMENT
3.1
Fees. As
compensation for his consulting services, the Company shall pay
Consultant $4,000.00 per month (which fee will increase in an
amount equal to any increases in board compensation) and Consultant
shall be granted during the Term stock options commensurate with
grants of stock options made to the Company’s
directors.
3.2
Expenses .
In addition to the foregoing, the Company will reimburse Consultant
for Consultant’s actual out-of-pocket expenses that are
approved by the Company in advance in writing. Expenses shall be
reimbursed within ten (10) days after receipt of Consultant's
invoice.
Section 4
RESPONSIBILITIES OF CONSULTANT FOR TAXES AND OTHER
MATTERS
4.1
Taxes .
As an in
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