GENERAL AGREEMENT
FOR
CONSULTING
SERVICES
This agreement ("Agreement") is made as of this 5 th
day of August, 2009, by and between Chyron Corporation, a New York
corporation (hereinafter referred to as "Company"), and Mr. Michael
Wheeler (hereinafter referred to as "Consultant") for the
furnishing by Consultant of certain advisory and transactional
services ("Services") with respect to various activities of the
Company including but not limited to the introduction and
presentation of AXIS products and services to certain named TV
station groups, TV networks, newspaper, radio and online
groups.
1. Fees, Expenses, and Terms of Payment .
(a) Compensation . Company agrees to pay Consultant for
services a success based fee consisting of (i) 4% cash and (ii) 4%
non-qualified stock options ("NQSOs") calculated on the contract
value (excluding taxes, freight or other such charges) of an AXIS
services contract executed between Chyron and certain third party
organizations ("Named Customers") listed in Schedule A to the
Agreement. All NQSOs shall be exercisable for Common Stock and
shall be exercisable for a period of three (3) years from the date
of issuance. The exercise price of each NQSO share shall be equal
to the closing NASDAQ market price on the date of initial invoicing
by the Company (the "closing price"). The number of NQSOs to be
paid will be computed as the dollar amount determined by
multiplying the contract value times 4%, and dividing that amount
by the closing price, rounded up to the next nearest whole NQSO
share. The Consultant acknowledges that the issuance of NQSOs or
any other form of equity to the Consultant is subject to the
approval of the Company's Board of Directors.
(b) Terms of Payment . Company agrees to make the cash
payment in the form of a check payable to Consultant, to be issued
in the first weekly check run of the month following invoicing to a
Named Customer. Company agrees to issue a stock option certificate
for the NQSOs payment to Consultant at the time of payment of the
cash payment, or upon approval of the Board of Directors, whichever
is later.
(c) Expenses . Expenses that are in accordance with the
Company's travel expense policy and that are incurred for Company
business will be reimbursed for travel related assignments,
including airfare, hotel accommodations, meals and other reasonable
items.
(d) State and Federal Taxes . As Consultant is an
independent contractor and not a Company employee, Company shall
not take any action or provide Consultant with any benefits or
commitments inconsistent with any provision of benefits or
commitments by Consultant. In particular, Company will not withhold
social security taxes from Consultant's payments, make state or
federal unemployment insurance contributions on behalf of
Consultant, withhold state or federal income tax from payments to
Consultant, make disability insurance contributions on behalf of
Consultant, or obtain worker's compensation insurance on behalf of
Consultant. Instead, since Consultant is an independent contractor,
Consultant will be solely responsible for such tax obligations to
the federal, state and local tax authorities. Consultant agrees to
indemnify
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and hold Company harmless from and on account of any of the
foregoing tax obligations, including but not limited to any
penalties, interest, damages or costs, including reasonable
attorney's fees, which Company may incur with respect to any of the
obligations of Consultant set forth in this paragraph.
2. Term.
The term of this Agreement shall commence on the date hereof,
and unless terminated earlier, shall terminate on 30 th
day of June 2010. Either Company or Consultant may terminate this
Agreement upon thirty (30) days' advance written notice. Any
contract or agreement entered into by the Company with any Named
Customer after the completion of the Term shall not entitle the
Consultant to any compensation. The duties and obligations under
Sections 1, 3, 4 and 5, inclusive, of this Agreement shall survive
termination of this Agreement and continue in effect.
3. Ownership of Ideas, Copyrights and Patents
(a) Property of the Company . All ideas, discoveries,
creations, manuscripts and properties, innovations, improvements,
know-how, inventions, designs, developments, apparatus, techniques,
methods, and formulae within the scope of the Consultant's service
hereunder, whether patentable, copyrightable or not, which the
Consultant may conceive, reduce to practice or develop while the
Consultant is actually performing Services hereunder (and not at
any other time during the Term in which Consultant is not actually
performing Services) (collectively, the "Inventions") , alone or in
conjunction with another or others, whether during or out of
regular business hours, whether or not on the Company's premises or
with the use of its equipment, and whether at the request or upon
the suggestion of the Company or otherwise, shall be the sole and
exclusive property of the Company, and the Consultant, its
affiliates and its employees shall not publish any of the
Inventions without the prior written consent of the Company.
Without limiting the generality of the foregoing, the Consultant
also acknowledges that all original works of authorship which are
made by the Consultant (solely or jointly with others) within the
scope of the Consultant's Services hereunder, which are protectable
by copyright, shall be deemed "works made for hire" pursuant to the
United States Copyright Act (17 U.S.C. Section 101). The Consultant
hereby assigns to the Company all of the Consultant's right, title
and interest in and to all of the foregoing. The Consultant further
represents that, to the best of the Consultant's knowledge and
belief, none of the Inventions shall violate or infringe upon any
right, patent, copyright, trademark or right of privacy, or
constitute libel or slander against or violate any other rights of
any person, firm or corporation, and that the Consultant shall use
the Consultant's best efforts to prevent any such violation.
(b) Cooperation . At any time during the Consultant's
service hereunder or after the termination of the Consultant's
engagement hereunder, the Consultant shall cooperate fully with the
Company and its attorneys and agents in the preparation and filing
of all papers and other documents as may be required to perfect the
Company's rights in and to any Inventions described in this
Agreement, including, but not limited to, joining in any proceeding
to obtain letters patent, copyrights, trademarks or other legal
rights with respect to any such Inventions in the United States and
in any and all other countries, provided that the Company shall
bear the
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expense of such proceedings, and that any patent or other legal
right so issued to the Consultant in its name sha
