Exhibit
10.2
INDEPENDENT CONTRACTOR
AGREEMENT
THIS
INDEPENDENT CONTRACTOR AGREEMENT is made and entered into on the
5 th
day of September 2008 by and between
Insituform Technologies, Inc., a Delaware corporation (“
Insituform ”), and Thomas E. Vossman (“
Contractor ”).
R E C I T A L
Insituform
desires to retain Contractor as an independent contractor to render
consulting services, and Contractor desires to be so retained
pursuant to the terms and conditions of this Agreement.
A G R E E M E N T
S
In
consideration of the recital and mutual promises set forth in this
Agreement, the parties agree as follows:
1.
Services . Contractor shall from time to time
perform such services for Insituform as shall be requested by the
Chief Executive Officer of Insituform. Contractor shall
have control of his work and the manner in which it is performed;
provided, however , Contractor shall, from time to time,
provide oral and/or written reports to the Chief Executive Officer
of Insituform regarding the results of Contractor’s services
as Insituform’s Chief Executive Officer shall reasonably
request. Contractor and Insituform agree that the level
of anticipated services as an independent contractor will not
exceed twenty percent (20%) of the average level of bona fide
services performed by Contractor over the 36-month period
immediately preceding the effective date of this
Agreement. Unless previously authorized in writing by
Insituform, Contractor shall have no authority to bind Insituform
to any contract or agreement.
2.
Term . The term of this Agreement shall be from
September 5, 2008 through December 31, 2008 (the “
Term ”).
3.
Compensation and Reimbursement of Expenses .
(a) Insituform
shall compensate Contractor for his services hereunder at a monthly
rate of Thirty Thousand Dollars and no/100 ($30,000)
commencing in September 2008; provided, however , for any
hours during any month during the Term in excess of one
hundred twenty-five (125) hours, Insituform shall compensate
Contractor for such additional hours at the rate of Two
Hundred Forty Dollars and no/100 Dollars ($240.00) per hour,
excluding travel time. The fixed monthly payment shall
be paid by Contractor on or before the 15 th day of the following month. Any
compensation in excess of the fixed monthly payment shall be
payable by Insituform promptly after receipt of an invoice from
Contractor itemizing with reasonable detail the work performed and
the date(s) on which the work was performed. The parties may also
agree to such other compensation arrangements as may be mutually
agreed upon in writing.
(b) Telephone,
travel (coach), meals, hotels and other pre-authorized
out-of-pocket expenses incurred by Contractor in connection with
the performance of services hereunder shall be reimbursed to
Contractor subject to substantiation in accordance with
Insituform’s reimbursement policies.
4.
Independent Contractor Relationship . The
relationship of Contractor to Insituform is that of an independent
contractor. Nothing contained herein or otherwise shall
be construed in such manner as to create the relationship of
employer/employee between Contractor and Insituform. In
acknowledging that he is an independent contractor, Contractor
agrees that he shall not be entitled to participate in, and
specifically disclaims and waives any rights to any benefit to, any
benefits or benefit programs offered by Insituform, to any employee
or group of employees, including, but not limited to, any health
insurance, disability insurance, pension, profit sharing, life
insurance, vacation, incentive compensation or other benefits
offered to any employee or group of employees.
5.
Payment of Taxes . Contractor acknowledges that
all payments made hereunder shall have been earned by reason of
services provided by Contractor and, accordingly, Contractor agrees
to report such payments as ordinary income on his United States and
state income tax returns. Insituform and Contractor
further acknowledge and agree that Insituform shall not be required
to withhold, nor shall Insituform withhold, any federal or state
income, social security, unemployment or other taxes or similar
payments from the amounts payable to Contractor
hereunder. As an independent contractor, Contractor
shall be fully and solely responsible for all taxes (including, but
not limited to, federal, state and local income taxes, FICA, FUTA,
workers’ compensation and unemployment insurance taxes)
related to the performance of his services pursuant to this
Agreement, and shall timely make all appropriate governmental
filings and timely pay all taxes, fees and charges, consistent with
his status as an independent contractor. Contractor
shall defend, indemnify and hold harmless Insituform and its
affiliates and their respective officers, directors, shareholders,
employees and agents from all actions, claims, damages, demands,
losses, liabilities, causes of action, costs and expenses,
including attorneys’ fees, of any kind arising out of or
related to Contractor’s failure to make timely filings or
timely payments of any amounts due to such governmental agencies or
units.
6.
Confidential Information . Contractor agrees that
he will not disclose any Confidential Information (as hereinafter
defined) to any third party or use any Confidential Information for
any purpose other than the performance of his responsibilities
under this Agreement. For purposes of this Agreement,
“ Confidential Information ” shall mean any and
all information concerning the business and operations of
Insituform and/or any subsidiary or affiliate of Insituform which
is disclosed or made known to Contractor in connection with the
services to be performed by Contractor hereunder including, without
limitation, any information (whether written or oral) made known to
Contractor: (a) from any inspection, examination or
review of the books, records, documents or files made available to
Contractor by Insituform and/or any subsidiary or affiliate of
Insituform, (b) from communications with any officer, employee,
agent or repres
