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Exhibit 10.5
CONSULTING TERMINATION
AGREEMENT
This Consulting Termination Agreement (this
Agreement ") is entered into as of December 29, 2006 by and
among Millennium Cell Inc., a Delaware corporation (" MCEL
"), Ronald J. Kelley, an individual residing in the State of New
Jersey (" RJK "), and Steven D. Pratt, an individual
residing in the State of New Jersey (" SDP "). Each of MCEL,
RJK and SDP is referred to herein as a " Party " and,
collectively, the " Parties ."
R E C I T A L S:
A. MCEL and RJK are
parties to that certain Consulting Agreement, dated as of December
15, 2005 and amended on February 15, 2006 (the " RJK Consulting
Agreement "), whereby MCEL retained the services of RJK as a
consultant to MCEL in exchange for restricted shares of common
stock of MCEL, par value $0.001 per share (" MCEL Common
Stock ");
B. MCEL and SDP are
parties to that certain Consulting Agreement, dated as of December
15, 2005 and amended on February 15, 2006 (the " SDP Consulting
Agreement "), whereby MCEL retained the services of SDP as a
consultant to MCEL in exchange for restricted shares of MCEL Common
Stock;
C. On the date
hereof, MCEL, M.C.E. Venture, L.L.C., a wholly-owned subsidiary of
MCEL (" Merger Sub "), and Gecko Energy Technologies, Inc.
(" Gecko "), RJK and SDP have entered into an Agreement and
Plan of Merger (the " Merger Agreement "), whereby MCEL will
acquire Gecko in a merger of Gecko with and into Merger Sub (the "
Merger ");
D. Effective as of
January 2, 2007 and subject to the terms set forth herein, each of
MCEL and RJK desire to terminate the RJK Consulting Agreement;
and
E. Effective as of
January 2, 2007 and subject to the terms set forth herein, each of
MCEL and SDP desire to terminate the SDP Consulting
Agreement.
NOW, THEREFORE, the Parties hereby agree as
follows:
1. Terminations .
(a) MCEL and RJK
hereby agree that as of January 2, 2007, the RJK Consulting
Agreement shall be terminated and of no further force or effect;
provided , however , that (x) as set forth in the RJK
Consulting Agreement, the provisions contained in Section 3
(Termination), Section 5 (Ownership of Proprietary
Information), Section 6 (Disclosure and Ownership of
Inventions), Section 7 (Insider Trading, Etc.), Section
10 (Taxes), Section 11 (Complete Agreement), Section
15 (Non-Disparagement), Section 16 (Indemnification;
Injunction), Section 17 (Governing Law), Section 18
(Submission to Jurisdiction) and Section 19 (Survivability)
of the RJK Consulting Agreement shall survive the termination
effected hereby and the rights and obligations of MCEL and RJK
under such provisions shall continue in full force and effect, (y)
notwithstanding the provisions of the RJK Consulting Agreement, the
provisions contained in Sections 4(a) , 4(c) ,
4(d) and 4(e) relating to RJK’s agreement to
maintain MCEL’s Confidential Information (as such term is
defined in the RJK Consulting Agreement) shall survive the
termination effected hereby and shall continue in full force and
effect.
(b) MCEL and SDP
hereby agree that as of January 2, 2007, the SDP Consulting
Agreement shall be terminated and of no further force or effect;
provided
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