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EXHIBIT 10.1
MANAGEMENT CONSULTING AGREEMENT
This
Management Consulting Agreement (the “Agreement”)
is made as of October 22, 2007, by and between
Robert W. Hagger (“Hagger”) and
Datawatch Corporation (the
“Company”).
WHEREAS ,
Hagger is the President and Chief Executive Officer (the
“CEO”) of the Company; and
WHEREAS , the Company and Hagger desire to provide for
consulting services relating to the transition from Hagger to the
Company’s newly elected President and CEO (the “New
CEO”) effective January 1, 2008;
NOW, THEREFORE, in consideration of the foregoing and the
agreements herein contained, and intending to be legally bound, the
parties hereby agree as follows:
1.
Continuation as CEO . Hagger agrees to continue to
serve as the CEO of the Company from the date of this Agreement
until December 31, 2007 (the “Interim Period”), unless
earlier terminated as specified in Section 5. During
this period, Hagger shall devote substantially all of his business
time, attention and energies to the Company’s business and
shall not engage in any other business activity without the Board
of Directors’ approval. As of January 1, 2008, or
earlier, upon either the termination of Hagger’s employment
by the Company without Cause (as defined herein) or by Hagger for
Good Reason (as defined herein), the Company will reimburse Hagger
for relocation expenses in connection with his relocation to Europe
in accordance with the Company’s relocation policy, in an
amount not to exceed $30,000. The date of January 1,
2008 is referred to herein as the “Transition
Date.”
2.
Consulting Services . Unless the relationship is
earlier terminated as provided in Section 6 hereof, for a period of
12 months after the Transition Date (the “Consulting
Period”), Hagger or, at his option, a corporation or other
entity of which Hagger is an employee or principal (the
“Consulting Company”) (Hagger or the Consulting
Company, as the case may be, in their role as consultant each are
hereinafter referred to as the “Consultant”), will
provide consulting services to the Company as provided
herein. Consultant will be available as reasonably
requested by the Company, to provide such services and duties as
the Company reasonably requests, with respect to training, advice
and assistance to the Company and the New CEO in the transition to
the position of Chief Executive Officer for the
Company. The issues on which Consultant may be requested
to provide training, advice and assistance include SEC rules,
regulations, filings and compliance, investor relations, banking
facilities, the status of customer contracts and general business
advice. Consultant will determine his own hours and
method of performing the consulting services; he may perform the
services from any location; he will generally use his own tools and
equipment; and he will not be supervised or controlled in the
performance of his tasks by the Company. Consultant
agrees to perform his consulting services well and faithfully and
to the best of his ability. Consultant agrees to take no
action prejudicial to the interests of the Company during the
Consulting Period.
3.
Consulting Fee . As compensation for the provision
of consulting services hereunder, the Company shall pay a
consulting fee to Consultant during the Consulting Period on a
monthly basis at the rate of $25,000 per month. In
addition, Consultant will be reimbursed by the Company for all
reasonable and properly documented expenses incurred in connection
with providing the consulting services, subject to the approval of
the New CEO and in accordance with the Company’s expense
reimbursement policies. Other than as set forth in this
Agreement or as otherwise required by law, neither Hagger nor the
Consultant will be entitled to any other benefit or compensation in
connection with the termination of Hagger’s employment by the
Company or the performance of the consulting services
hereunder.
4.
Independent Contractor Relationship . The parties
expressly understand and agree that, during the Consulting Period,
Consultant’s status in relation to the Company will be that
of an independent contractor, and that neither this Agreement nor
the services to be rendered hereunder by Consultant will for any
purpose whatsoever create an employment relationship between the
parties. Consultant will have exclusive responsibility
for payment of all federal, state, and local income taxes, as well
as all unemployment and disability insurance, social security, and
other taxes, applicable to the compensation to be provided to him
hereunder by the Company. Consultant acknowledges that
he will not receive any employee benefits from the Company, and
that, as an independent contractor, Consultant will have exclusive
responsibility to obtain and make payment for health insurance,
life insurance, and any other benefits that he wishes to
receive. Further, Consultant agrees that, except as
specifically authorized by the Company, he will not seek to bind
the Company under any contract or other obligation.
5.
Termination of Employment . During the Interim Period,
Hagger’s employment may be term
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