ENGAGEMANT AGREEMENT
ENGAGEMENT AGREEMENT (“Agreement”)
is entered into effective as of the 7th day of August, 2009,
between IMAGENETIX, INC., a Nevada corporation (the “
Company ”), and Lowell Giffhorn (“
Consultant ”).
WHEREAS, Consultant is presently serving as the
Treasurer and CFO of the Company without a written consultant
agreement, and
WHEREAS, the Company wishes to ensure the
continued service of Consultant to the Company pursuant to the
terms of this Agreement;
NOW, THEREFORE, in consideration of the promises
and the mutual covenants hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as
follows:
1. Position and Duties .
(a) Effective as of the date of this Agreement
(the “ Effective Date ”), and until the second
anniversary of the Effective Date (the “ Initial Term
”), the Consultant will be retained by the Company on a
part-time basis as its CFO and Treasurer. The Initial
Term shall be automatically renewed for additional periods of two
(2) years (each, a “ Renewal Term ”) unless
written notice to the contrary shall be given by either party to
the other not less than thirty (30) days prior to the end of
the Initial Term or the Renewal Term. The Initial Term
and the Renewal Term are referred to herein as the “
Term ”.
(b) The Consultant agrees to perform the duties
of his position and such other duties consistent with those of a
chief financial officer as may reasonably be assigned to the
Consultant from time to time. The Consultant also agrees that,
while consulting for the Company, the Consultant will devote a
significant portion of his business time and efforts to the
advancement of the business and interests of the Company and its
subsidiaries and to the discharge of his duties and
responsibilities for them. (c) The Company agrees to maintain a
corporate office in San Diego County, California sufficient to
support senior management, including the incorporation of related
functions (for example, but not to be limited to, administrative,
sales and marketing positions).
2.
Compensation and Benefits . During the Consultant’s
consulting, as compensation for all services performed by the
Consultant for the Company and its subsidiaries, the Company will
provide the Consultant the following pay and benefits:
(a) Monthly Base Consulting Fee .
The Company will pay the Consultant a base consulting fee at the
rate of Seven Thousand Five Hundred Dollars ($7,500) payable on the
first day of every month.
(b) Stock Options . Consultant
shall be eligible to receive options to purchase shares of common
stock of the Company in such amounts and at such exercise prices as
the Board of Directors may determine from time to time.
(c) Business Expenses . The Company
will pay or reimburse the Consultant for all reasonable business
expenses incurred or paid by the Consultant in the performance of
his duties and responsibilities for the Company. Reimbursements
shall be subject to such reasonable substantiation and
documentation as the Company may specify from time to
time.
(d) Bonus Compensation . The Consultant
shall be eligible to receive a bonus equal to six percent (6%) of
the Company’s net income before taxes and research and
development expenses during the prior fiscal year, up to a maximum
of fifty percent (50%) of the annual base consulting
fee.
3.
Termination of Engagement . The consulting under this
Agreement shall continue until terminated pursuant to this
Section 3.
(a) The Company may terminate the
Consultant’s consulting for Cause with at least thirty
(30) days advance written notice to the Consultant setting
forth in reasonable detail the nature of the Cause. For purposes of
this Agreement, “ Cause ” means any of the
following: (i) the Consultant’s continued and
substantial violations of his duties or willful and material
disregard of reasonable directives from the President, after
Consultant has received a written demand for performance from the
President that sets forth the factual basis for the Company’s
belief that Consultant has not substantially performed his duties
or willfully disregarded directives from the President
(ii) the Consultant’s moral turpitude,
material dishonesty or gross misconduct in the performance of his
duties which has materially and demonstrably injured the finances
or future business of the Company or any of its subsidiaries as a
whole; (iii) the Consultant’s material breach of this
Agreement; or, (iv) the
Consultant’s conviction of, or confession or plea
of no contest to, any felony or any other act of fraud,
misappropriation, embezzlement, or the like involving the
Company’s property; provided, however, that no such act or
event described in cl
