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Exhibit 10.39
CONTRACTOR SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is effective as of the 27th day
of
July, 2003 (the "Effective Date"), by and
between Velocity Express Corporation,
a Delaware corporation ("Company") and MCG
Global, LLC ("Contractor").
W I T N E S S E T H:
WHEREAS, Company is engaged in the logistics and same-day
delivery
business (collectively, the
"Business");
WHEREAS, Contractor is experienced in the business of corporate
management, operational, strategic and
financial guidance and has the expertise
necessary to advise Company regarding these
and similar matters;
WHEREAS, Company
desires to contract for the services of Contractor to
provide Vincent Wasik to act as the
Company's Chief Executive Officer;
WHEREAS, the parties wish to enter into this Agreement to reflect
their
mutual understandings and agreements;
NOW, THEREFORE, in consideration of the foregoing recitals, which
are
hereby made an integral part hereof and of
the mutual covenants hereinafter set
forth, the parties hereto, intending to be
legally bound hereby, agree as
follows:
1.
Confidential Information. Company and Contractor
previously
entered into a Non-Disclosure and
Non-Circumvention Agreement on April 18, 2001
(the "Non-Disclosure Agreement"), which
Non-Disclosure Agreement, as well as its
duties, obligations and definitions are
incorporated herein by reference. As
used in this Agreement, the term
"Confidential Information" shall mean, in
addition to the definitions contained in
the Non-Disclosure Agreement, any and
all information regarding Company, the
Business or the Services disclosed,
transferred, or made known to Contractor,
including without limitation
information concerning Company's past and
present litigation, and Company's
finances, technology, customers, sales
representatives suppliers.
2.
Services.
Contractor shall serve
as the Company's Chief
Executive Officer with all of the normal
powers, duties, obligations and rights
as are generally attendant to such
(collectively, the "Services"). All Services
called for by this Agreement shall be
performed in conjunction with and in
accordance with the directions,
specifications, conditions and requirements, as
the same may be modified from time to time,
of the Company's Board of Directors
(the "Board").
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3.
Compensation. In
consideration for the Services, Company shall
pay Contractor such compensation in such
amount and at such times as is
specified by the Compensation Committee of
the Board.
4. Expense.
Company shall
reimburse Contractor for all reasonable
travel expenses, consistent with the
Company's existing travel policies. With
the exception of expenses incurred under
paragraph 6 hereof, Contractor shall be
liable for all other expenses or costs
incurred by it with respect to providing
the Services unless otherwise agreed to by
the Board or its Compensation
Committee.
5. Term.
Either party may
terminate this Agreement at any time,
for any reason, upon written notice to the
other. Upon termination, Contractor
will be entitled to receive reimbursement
for any outstanding fees and expenses
o
