Exhibit 10.6
CONSULTING AND NON-COMPETE AGREEMENT
This Agreement is
made as of March 24, 2004 between WIDEPOINT CORPORATION, a Delaware
corporation (the “Company); and Jay O. Wright
(“Consultant”). The Company and Consultant agree as
follows:
1.
Consultancy . The Company agrees to retain Consultant in the
respective position set forth herein and Consultant accepts such
engagement by the Company upon the terms and conditions set forth
in this Agreement, for the period beginning on the date of this
Agreement and ending upon termination pursuant to paragraph 4 (the
“Consulting Period”) or upon replacement of this
Agreement with a new agreement..
2.
Compensation and Benefits . In consideration for the
valuable services to be rendered by Consultant and for
Consultant’s agreement not to compete against the Company or
its subsidiaries as described in paragraph 5, the Company hereby
agrees for an initial period of ninety (90) days of the Consultant
Period, the Company will pay Consultant a monthly gross fee of
$5,000 per month (the “Fee”). This initial Consulting
Period will be extended unless otherwise terminated per provisions
of paragraph 4 or continued in accordance with other provisions of
this agreement. Such Fee will increase to $10,000 per month upon
the Company achieving consolidated annualized Revenues run-rate of
$15 Million; and further increase to $12,500 per month upon the
Company achieving consolidated annualized Revenues run-rate of $25
Million. Consultant shall be entitled to reimbursement for actual
business expenses that occur as a normal part of business. These
expenses include, but are not limited to, mileage, business meals,
cell phone, long distance charges, and postage. Travel outside of
the Greater Washington-Baltimore area, to include overnight lodging
and associated expenses must be pre-approved by the
Company.
3.
Services . During the Consulting Period, Consultant agrees
to devote Consultant’s best efforts of Consultant’s
business time and attention as is needed to properly advise the
company regarding the business affairs of the Company in the
performance of duties as a Financial Consultant of Chesapeake
Government Technologies, Inc. During the Consulting Period,
Consultant agrees to render such services as the Company may from
time to time direct. During the Consulting Period, Consultant
agrees that Consultant will not, become engaged in or render
services for any business that prevents or interferes with the
Consultant advising the Company. The Company agrees that during the
Consulting Period, Consultant shall not be required to relocate
from his current residence.
4.
Termination . The Consulting Period will continue for a
period of ninety (90) days from the date of this Agreement and
thereafter on a month to month basis unless and until terminated
earlier by (a) Termination provisions of Article VIII of the
Widepoint Corporation/Chesapeake Government Technologies, Inc.,
merger agreement, (b) Consultant’s death or permanent
disability which renders the Consultant unable to perform
Consultant’s duties hereunder (as determined by the Company
in their good faith judgment), (c) Consultant’s resignation
upon prior written notice to the Company of thirty (30) days
[except as noted in section 4(d)], (d) Either the Company’s
election or Consultant resignation, with a minimum of thirty (30)
days written notice, but in no instance less than ninety (90) day
subsequent to the commencement of the Consulting Period if no deal
is closed or any definitive agreement is under negotiations or (e)
by the Company for Cause. For purpose of this paragraph 4,
“Cause” shall mean (i) the repeated failure or refusal
of Consultant to follow the lawful directives of the Company or its
designee (except due to sickness, injury or disabilities), (ii)
gross inattention to duty or any other willful, reckless or grossly
negligent act (or omission to act) by Consultant, which, in the
good faith judgment of the Company, materially injures the Company,
including the repeated failure to follow the policies and
procedures of the Company, (iii) a material breach of this
Agreement by Consultant, (iv) the commission by Consultant of a
felony or other crime involving moral turpitude or the commission
by Consultant of an act of financial dishonesty against the
Company.
5.
Non-Compete
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(a)
In the event the Consulting Period is terminated under paragraph 4
(c) or (e) above, then the non-compete provisions of this paragraph
5 will apply to Consultant.
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(b)
In consideration of this Consulting Agreement, Consultant agrees
that during the Consulting Period and for 24 months thereafter (the
“Non-Compete Period”), Consultant will not utilize
information acquired as a result of this assignment to directly or
indirectly compete, or on behalf of any company engaging in any
competitive business, in the Greater Washington-Baltim
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