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 s
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