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Exhibit
10.1
TRANSITION
AGREEMENT
This Transition Agreement
(“Agreement”) is made effective this 12th day of
October, 2007 by and between Odyssey Marine Exploration, Inc.,
(“Odyssey”), of 5215 West Laurel Street, Tampa, FL,
33607 and George J. Becker, Jr. of 5295 Indian Ocean Loop, Tavares,
Florida 32778, (“Mr. Becker”), together referred to as
the “Parties.”
Whereas,
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A. |
Mr. Becker has served in various capacities for Odyssey
since April 2002 including Chief Operating Officer and Executive
Vice President and as President of Odyssey’s subsidiary
corporation, Odyssey Marine Entertainment, Inc.; and |
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B. |
The Parties desire to transition Mr. Becker from employee
status to that of an independent Consultant; and |
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C. |
Odyssey desires to have the services of Mr. Becker in the
capacity of Consultant to work in mutual conjunction with Odyssey
to (1) identify strategic partner candidates,
(2) structure a meaningful and successful strategic partner
package resulting in the expansion of Odyssey’s current
shipwreck attraction business ; and |
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D. |
Mr. Becker is willing to provide such services based on
the consideration and the terms described herein recognizing that
in order for this mutual assignment to be successful, Odyssey and
Mr. Becker must work together to develop the candidates,
structure the strategic partner package and close the
transaction. |
Therefore, the parties agree as
follows:
1 . TERMINATION OF
EMPLOYMENT. The Parties agree that on and including
October 16, 2007, Mr. Becker will no longer be employed
by Odyssey Marine Exploration, Inc. or by Odyssey Marine
Entertainment, Inc. Pursuant to the Agreement, on October 16,
2007, Mr. Becker will effectively resign his position as
officer, director and/or employee of Odyssey and any of its
subsidiary corporations.
2. STOCK OPTIONS. Mr. Becker
understands and agrees that any outstanding options in Odyssey
which have not vested or have not been exercised at the time of
this Agreement will be governed by the language in the individual
option grants, but in any event, Mr. Becker will not be
considered an employee for purpose of those options as of
October 15, 2007.
3. TRANSITION AND DUTIES OF
CONSULTANT. Beginning on October 16, 2007,
Mr. Becker, pursuant to the terms of this Agreement, shall
perform services for Odyssey as an independent Consultant. Those
duties shall include the following:
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A. |
Mutually working with Odyssey management to (1) identify
strategic partner candidates, (2) develop a successful
strategic partner package, and (3) expand Odyssey’s
shipwreck attraction business. |
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B. |
Advising Odyssey regarding practical implementation of
expanding the business; |
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C. |
Providing reasonable availability to Odyssey management for
consultation regarding the Attractions, Exhibition and/or other
entertainment issues. |
4. TERM. The term of this
Agreement shall be for six months beginning on October 16,
2007 and ending on April 15, 2008. Upon written agreement of
both Parties prior to or at the termination of this Agreement, the
term of this Agreement may be extended.
5. COMPENSATION OF
CONSULTANT. As compensation for the services provided by
Consultant under this Agreement, Mr. Becker shall receive five
thousand dollars ($ 5,000.00) per month which shall be paid
within ten days of the 15 th of
each month. For purposes of this agreement the billing month begins
on the 16 th of
the month and ends on the 15 th of
the following month. In addition, Odyssey will reimburse
Mr. Becker for all reasonable and necessary expenses incurred
by him in connection with providing the services hereunder provided
such expenses are approved by Odyssey. At the close of each monthly
period of this Agreement, Mr. Becker must invoice Odyssey for
the monthly fee and separately account and bill for all expenses
related to Consultant’s services to Odyssey (see paragraph 6
below).
6. REIMBURSEMENT FOR EXPENSES IN
ACCORDANCE WITH ODYSSEY POLICY. Odyssey will reimburse
Mr. Becker for “out-of-pocket” expenses in
accordance with Odyssey’s policies in effect from time to
time.
7. CONFIDENTIALITY.
Mr. Becker recognizes that he has and will have information
regarding the following: products, prices, costs, discounts, future
plans, business affairs, processes, trade secrets, technical
matters, customer lists, product design, copyrights and other vital
information (collectively, “Information”) which are
valuable, special and unique assets of Odyssey. Mr. Becker
agrees that he will not at any time or in any manner, either
directly or indirectly, divulge, disclose, or communicate in any
manner any Information to any third party except for the purpose of
fulfilling his obligations as Consultant hereunder. Any information
to be disclosed by Mr. Becker shall be strictly limited to
information relevant to the entertainment aspect of the company,
and if Mr. Becker deems it necessary to disclose Information
to a third party in furtherance of his duties hereunder, he shall
first obtain the approval of Odyssey and an appropriate
nondisclosure agreement from any pa
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