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Exhibit
10.2
TRANSITION
AGREEMENT
This Transition Agreement
(“Agreement”) is made effective this 12 th day of October, 2007 by and between
Odyssey Marine Exploration, Inc., (“Odyssey”), of 5215
West Laurel Street, Tampa, FL, 33607 and Davis Howe (“Mr.
Howe”) of 16075 Tampa Palms Blvd. W. #516, Tampa, Florida
33647, together referred to as the
“Parties.”
Whereas,
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A. |
Mr. Howe has served as the Chief Operating Officer for
Odyssey Marine Exploration, Inc. since July 12, 2004;
and |
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B. |
The Parties desire to transition Mr. Howe from employee
status to that of an independent Consultant; and |
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C. |
Odyssey desires to have the services of Mr. Howe in the
capacity of Consultant to explore the feasibility of establishing a
business related to bio technical research stemming from deep sea
samples recovered by Odyssey; and |
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D. |
Mr. Howe is willing to provide such services based on the
consideration and the terms described herein; |
Therefore, the parties agree as
follows:
1 . TERMINATION OF
EMPLOYMENT. The Parties agree that on October 16, 2007
Mr. Howe will tender his written resignation to Odyssey. As of
October 16, 2007, Mr. Howe will no longer be employed by
Odyssey.
2. STOCK OPTIONS. Mr. Howe
understands and agrees that any outstanding options 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. Howe will not be considered an employee
for purpose of those options as of the date of October 16,
2007.
3. SEVERANCE PAY. As
consideration for his services to date and in exchange for the
agreements made herein regarding termination of employment, Odyssey
shall pay Mr. Howe twenty five thousand dollars ($25,000.00)
upon execution of this Agreement.
4 . DUTIES OF CONSULTANT.
Beginning on October 16, 2007, Mr. Howe, 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. |
Exploring the feasibility of establishing a business related to
bio technical research of substances including deep sea matter
recovered by Odyssey; |
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B. |
Initiating contacts with parties who may have interest in the
development of such a business; |
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C. |
Providing Odyssey with an opinion regarding the feasibility of
establishing such a business. |
It is expressly understood by the
Parties that during the course of this Agreement, Mr. Howe
will investigate the feasibility of developing a strategic
partnership with Odyssey with the intent of marketing biological
samples recovered by Odyssey and genetic material derived from
those samples in the development of pharmaceutical products. The
Parties understand that Mr. Howe may establish ventures or
businesses in which Odyssey may ultimately have no
interest.
If at the termination of this Agreement
Mr. Howe has concluded that the development of a business
relationship contemplated herein is not feasible, neither Party
shall have further obligations to the other under this Agreement as
they relate to the Consulting services of Mr. Howe. If,
however, Mr. Howe concludes that the business development is
feasible, the Parties may enter into a separate Agreement regarding
the use of Odyssey’s samples and/or a business relationship
between the Parties and/or other third parties.
5. TERM. The term of the
Agreement for consulting services shall be for six months beginning
on October 16, 2007 and ending on April 15,
2008.
6. COMPENSATION OF
CONSULTANT. As compensation for the Consulting services
provided by Mr. Howe under this Agreement, he shall receive
ten thousand dollars ($ 10,000.00) per month which shall be
paid within ten days of the 15 th of
each month. At the close of each monthly period of this Agreement,
Mr. Howe must invoice Odyssey for the monthly
fee.
7. CONFIDENTIALITY. Mr. Howe
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. Howe
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. Howe shall be strictly limited to
information relevant to the bio technical aspect of the company,
and if Mr. Howe deems it necessary to disclose Information to
a third party in furtherance of his duties hereunder, he shall
first obtain an appropriate nondisclosure agreement, to be provided
by Odyssey, from any party to whom the Information is to be
discl
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