Exhibit 10.1
WILSON HOLDINGS, INC.
CONSULTING AGREEMENT
This
Consulting Agreement (“
Agreement ”) is made and
entered into as of the 18th day of September 2007, by and
between Wilson Holdings, Inc., a Nevada corporation (“
Company ”), and Arun Khurana
(“ Consultant
”).
R E C I T A L S
WHEREAS ,
the Company, in an effort to reduce expenditures as it
commences its homebuilding operations, as described in detail
in its Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 2007, and Consultant have agreed that
Consultant will transition from an employee to a consultant
to the Company; and
WHEREAS ,
the Company desires to retain Consultant as an. independent
contractor to perform consulting services for the Company and
Consultant is willing to perform such services, on terms set
forth more fully below.
A G R E E M E N T
NOW,
THEREFORE, in consideration of the mutual promises
contained herein, the parties hereby agree as
follows:
1.
SERVICES
A. Through
October 31, 2007 or the date of filing of the Company’s
Form 10-K, whichever is later, Consultant will continue to
serve as an employee and as the Company’s Chief
Financial Officer. Consultant’s obligations,
including those related to certification, are expressly
contingent upon the Company providing Consultant with all
information reasonably requested by Consultant in a timely
manner. Company acknowledges and agrees that from the date of
this Agreement until the date Consultant discontinues his
service as an employee, Consultant’s vacation days will
not be deducted from his salary.
B. Beginning
on the date of filing of the Company’s Form 10-K or
November 1, 2007, whichever is later, through October 31,
2008, Consultant’s role with Company will be that of a
consultant, and will consist solely of (i) reviewing and
providing comments on the Company’s periodic filings
with the Securities and Exchange Commission, (ii) advising
the Company on its Sarbanes-Oxley Act compliance and
implementation efforts, (iii) advising the Company
regarding financing and joint venture matters, and (iv)
transitioning of his responsibilities to the Chief Accounting
Officer.
C. Company
understands and acknowledges that Consultant has a majority
ownership in Izon Consulting LLC and Khurana LLC, which
provide accounting consulting services to other companies,
entities and individuals. Nothing in this
agreement shall preclude Consultant from managing or
providing accounting consulting services for or through these
entities, or from otherwise providing similar services for
other entities. Consultant may also serve as a
director or trustee of other organizations, or engage in
charitable, civic, and/or governmental activities provided
that such service and activities do not prevent Consultant
from performing the duties required of Consultant under this
Agreement. Consultant may engage in personal
activities, including, without limitation, personal
investments, provided that such activities do not interfere
with Consultant’s performance of duties
hereunder.
2.
COMPENSATION
A. Consultant
will receive his current salary and benefits through October
31, 2007 or the date of Filing of the Company’s Form
10-K, whichever is later. Consultant’s
consulting fee will be equal to $11,500 per month beginning
November 1, 2007 or the date of Filing of the Company’s
Form 10-K whichever is later, through October 31,
2008. Consultant will not be eligible to
participate in any of the Company’s benefit
plans.
B. Consultant’s
unvested stock options grants (i.e. totaling 500,000 shares of
common stock) will be amended to accelerate in full on
November 1, 2007 (i.e. 375, 000 shares of common stock to have
an exercise price of $3.25 per share; 125,000 shares of common
stock to have an exercise price of $2.26 per
share). Consultant will have 90 days following
October 31, 2008 to exercise any vested stock
options.
3.
MUTUAL RELEASES
A. Except
for a claim to enforce the terms of this Agreement, or as
otherwise provided herein, Company, for itself and for each of
its directors, officers, employees, agents, attorneys, heirs,
grantees, successors and assigns, past and present, hereby
releases and forever discharges Consultant, in any capacity,
as well as any entity in which he is a partner or owner,
including Khurana LLC and Izon Consulting LLC (the “
Consultant Releasees ”), from
and against any and all claims, liabilities, demands,
obligations, losses, causes of action and suits of any kind or
nature, whether known or unknown, which any of them has or
might have against the Consultant Releasees.
B. Except
for a claim to enforce the terms of this Agreement, or as
otherwise provided herein, Khurana, for himself and for any
entity in which he is a partner or owner, including Khurana
LLC and Izon Consulting LLC, hereby releases and forever
discharges Company, for itself and for each of its directors,
officers, employees, agents, attorneys, heirs, grantees,
successors and assigns, past and present (the “
Company Releasees ”), from and
against any and all claims, liabilities, demands, obligations,
losses, causes of action and suits of any kind or nature,
whether known or unknown, which any of them has or might have
against the Company Releasees.
C. Consultant
represents and warrants that Consultant does not presently
have on file, and further represents and warrants to the
maximum extent allowed by law that Consultant will not
hereafter file, any lawsuits, claims, charges, grievances or
complaints against the Company and/or the Company Releasees
in or with any administrative, state, federal or governmental
entity, agency, board or court, or before any other tribunal
or panel or arbitrators, public or private, based upon any
actions or omissions by the Company and/or the Company
Releasees occurring prior to the date of this
Agreement. To the extent that Consultant is still
entitled to file any administrative charge with any
governmental agency, Consultant hereby releases any personal
entitlement to reinstatement, back pay, or any other types of
damages or injunctive relief in connection with any civil
action brought on his behalf after his filing of any
administrative charge. The foregoing
notwithstanding, nothing herein shall be construed to limit
Consultant’s cooperation in any government
investigation. The Company represents and warrants
that it does not presently have on file, and further
represents and warrants to the maximum extent allowed by law
that the Company will not hereafter file, any lawsuits,
claims, charges, grievances or complaints, civil, criminal or
otherwise, against Consultant in or with any administrative,
state, federal or governmental entity, agency, board or
court, or before any other tribunal or panel or arbitrators,
public or private, based upon any actions or omissions by
Consultant occurring prior to the date of this
Agreement. The foregoing notwithstanding, nothing
herein shall be construed to limit the Company’s
cooperation in any government investigation
4.
CONFIDENTIALITY
A.
Definition . “
Confidential Information ” means
any Company proprietary information, technical data, trade secrets
or know-how, including, but not limited to, research, product
plans, products, services, customers, customer lists, markets,
software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration
information, marketing, finances or other business information
disclosed by the Company either directly or indirectly in writing,
orally or by drawings or inspection of parts or
equipment.
B.
Non-Use and Non-Disclosure
. Consultant will not, during or subsequent to the
term of this Agreement, use the Company’s
