EXHIBIT 10.1
Evolving
Systems, Inc.
Consulting
Agreement
I, George A. Hallenbeck, agree to
serve as a Consultant to
Evolving Systems, Inc. (Evolving Systems) on the terms
described below, which I have read, and accept:
1.
Duties.
1.1
General Advice.
As requested, you will
consult with Evolving Systems concerning Evolving Systems’
products, services, and market opportunities, as well as other
matters in your area of expertise. Your primary point of contact
will be Thad Dupper, President and CEO.
1.2
Compliance with Law and
Policies. In
performing the work required under this Agreement, you will comply
with all applicable laws and regulations, and with Evolving
Systems’ policies and procedures.
2.
Evolving Systems’
Duties.
2.1
Expenses.
Evolving Systems will reimburse you
for any reasonable pre-approved expenses you incur in performing
services under this Agreement, according to Evolving Systems’
corporate policy for its senior employees. Evolving Systems will
reimburse those expenses promptly on receiving reimbursement
requests in a form and supported by such reasonable documentation
as Evolving Systems may request.
2.2
Scheduling.
Evolving Systems will give
you as much advance notice as is reasonably feasible of meetings,
and work with you to schedule other consultations at convenient
times.
2.3
Office, Equipment.
You will be responsible for
providing your own office and computer equipment to be used in
performing your consulting services.
3.
Term &
Compensation.
3.1
Term. This Agreement begins on October 15,
2009 and continues through May 31, 2012 unless terminated
earlier as a result of your death, longterm disability that
prevents you from performing your duties or upon thirty (30)
days’ advance written notice from you that you no longer want
to continue providing services to the company.
3.2
Compensation.
As compensation for your services
under this Agreement, Evolving Systems will pay you an annual fee
of $10,000, payable in equal quarterly payments. Each
quarterly amount will be paid to you in the month following the end
of each calendar quarter. Payments will be pro-rated to the
extent services are not provided for a full calendar
quarter.
4.
Status of Consultant.
You will be an independent
contractor and not an employee of Evolving Systems. Except as
specifically set forth in this paragraph, you acknowledge that you
have no rights in or under any health, liability or disability or
other insurance policies maintained by Evolving Systems,
nor
