Sample Business Contracts

Consulting Agreement - Computer Products & Services Inc. and Steven A. Newman

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                              CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made and entered into effective the 1st day of
January,1996, by and between COMPUTER PRODUCTS & SERVICES, INC., a corporation
organized under the laws of the Commonwealth of Virginia hereinafter referred
to as "CLIENT"), and STEVEN A. NEWMAN hereinafter referred to as


A.   CLIENT is engaged in the business of developing, manufacturing and
     marketing computer products including hardware, software and services.

B.   CLIENT believes it essential to obtain during the term of this
     Agreement the ongoing services of CONSULTANT and CONSULTANT has agreed
     to provide his services during the term of this Agreement for the
     benefit of the CLIENT.

C.   By entering into the Agreement hereinafter set forth, the parties
     hereto desire to memorialize their full agreement with respect to the
     terms and conditions of the services to be provided by CONSULTANT.


NOW, THEREFORE, for good and lawful consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

1.   Engagement and Duties. CLIENT hereby engages CONSULTANT and CONSULTANT
     hereby accepts such engagement, to provide consulting, negotiating and
     advisory services including, but not limited to identification and
     contracting of strategic partners, identification and hiring of
     employees, financings, and general management, upon and subject to the
     terms and conditions set forth herein. CONSULTANT shall perform all
     duties as may, from time to time, be assigned to him by the Board of
     Directors of CLIENT. During the term of this Agreement, CONSULTANT
     shall not engage directly or indirectly in any activities comparative
     with any business which is now or which hereafter may be conducted by
     CLIENT. It is agreed that CONSULTANT's position with Tech International
     Virginia, Inc. does not violate the terms of this Agreement.

2.   Term. The term of CONSULTANT's engagement shall be for a period of
     three (3) years commencing January 1, 1996 and terminating December 31,
     1998. The term of this Agreement and of the engagement of CONSULTANT
     hereunder shall be automatically renewed for an additional three (3)
     year period on terms no less favorable to CONSULTANT than those set
     forth in this Agreement, unless either party gives the other party
     written notice of termination of this Agreement at least sixty (60)
     days prior to the termination of each term of this Agreement.

3.   Consideration.
      a.  As consideration and compensation for CONSULTANT's services to be
          performed hereunder, CLIENT shall pay to CONSULTANT an annual
          minimum retainer of One Hundred Thousand Dollars ($100,000) per
          year payable in equal monthly payments or as invoiced by

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          services as against the minimum annual retainer fee the sum of
          One Thousand Dollars ($1,000) per day or Five Thousand Dollars
          ($5,000) per week. The minimum annual retainer hereunder and the
          daily and weekly charges of CONSULTANT shall be increased each
          year during the term of this Agreement by an amount no less than
          the U.S. Consumer Price Index plus two percentage (2%) points.
      b.  As additional consideration for CONSULTANT's services, CLIENT
          agrees to pay CONSULTANT an annual cash bonus in an amount of no
          less than one percent (1%) of CLIENT's pretax income for each
          calendar year. Pretax income, for purposes of the initial term of
          this Agreement, shall mean the consolidated income before taxes
          as presented in the CLIENT's audited financial statements for
          each fiscal year, increased by research and development expenses
          and expenses related to this or other bonus or incentive plans,
          including noncash charges related to warrants, stock options and
          the alike. For purposes of any additional terms of this
          Agreement, pretax income shall mean the consolidated income
          before taxes as presented in CLIENT's audited financial
          statements for each fiscal year, increased by expenses related to
          this or other bonus or incentive plans, including non-cash
          charges related to warrants, stock options and the like. The
          total cash bonus paid hereunder will be supplemented by the grant
          of a fully vested option with a ten (10) year life to purchase
          shares of CLIENT's common stock at a price per share equal to the
          average equivalent sales price per share of CLIENT's common stock
          during the ninety (90) day period immediately preceding the
          effective date of this Agreement. The number of CLIENT's shares
          of common stock granted to CONSULTANT as part of this option
          shall be determined by dividing the cash bonus earned by the
          CONSULTANT by the per share stock option price. In this regard,
          in the event of a reorganization, recapitalization, stock split,
          stock dividend, combination of shares, merger, consolidation,
          rights offering or any other change in the corporate structure or
          shares of CLIENT, or any of its subsidiaries, the number and kind
          of shares subject to this bonus and the price thereof shall be
          proportionately adjusted so as to give CONSULTANT the benefit of
          his agreement to receive the stock at the stock sales price as
          set forth above.

4.   Expenses.  During the term of this Agreement, CLIENT agrees to
     reimburse CONSULTANT for reasonable and necessary expenses incurred by
     CONSULTANT in the performance of his duties under this Agreement.

5.   Change in Control. Should a change in control of CLIENT take place,
     this Agreement shall remain binding on CLIENT or its successor in
     interest. A "Change in Control" of CLIENT for purposes of this
     Agreement shall mean someone other than EDWARD NEWMAN serving as
     CLIENT's Chairman of the Board of Directors, President or Chief
     Executive Officer, However, in the event of a change in control,
     CONSULTANT, in his sole discretion, shall have the right to terminate
     this Agreement and shall be entitled to severance pay equal to the
     greater of the amount received by CONSULTANT during the previous two
     (2) calendar years of the term of this Agreement, pursuant to Section
     3, above, or two (2) times the amount of compensation due CONSULTANT
     pursuant to Section 3, above, at the end of the then current fiscal

6.   Notices.  All notices, requests and other communications hereunder
     shall be in writing and shall be deemed to have been given only if
     mailed, certified return receipt requested, or if sent by Federal
     Express or other well recognized private courier ("Courier") or if
     personally delivered to, or if sent by fax with the original thereof
     sent by Courier to:

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          If to the CLIENT:   Computer Products & Services, Inc.
                              12701 Fair Lakes Circle, Ste 550
                              Fairfax, VA 22033
                                   Fax (703) 631-7070

          If to CONSULTANT:   Steven A. Newman
                              303 Avenida Cerritos
                              Newport Beach Ca 92660
                                   Fax (714) 760-3865

     All notices, requests and other communications shall be deemed received
     on the date of acknowledgment or other evidence of actual receipt in
     the case of certified mail, Courier delivery or personal delivery or,
     in the case of fax delivery, upon the date of fax receipt provided that
     the original is delivered within two (2) business days. Any party
     hereto may designate different or additional parties for the receipt of
     notice, pursuant to notice given in accordance with the foregoing.

7.   Attorneys' Fees. In the event of default hereunder, the defaulting
     party shall be liable to the non-defaulting party for all expenses and
     costs incurred by the non-defaulting party in protecting or enforcing
     its right hereunder including but not limited to reasonable attorneys'
     fees and costs.

8.   Subject Headings. The subject headings of the paragraphs of this
     Agreement are included solely for the purposes of convenience and
     reference only, and shall not be deemed to explain, modify, limit,
     amplify or aid the meaning, construction or interpretation of any of
     the provisions of this Agreement.

9.   Amendments. No supplement, modification or amendment of this Agreement
     shall be binding or enforceable unless executed in writing by the
     parties hereto.

10.  Entire Agreement and Waiver. This Agreement contains the entire
     agreement between the parties hereto concerning the subject matter
     hereof and supersedes all prior and contemporaneous agreements,
     arrangements, negotiations and understandings between the parties hereto
     relating to the subject matter hereof. There are no other
     understandings, statements, promises or inducements, oral or otherwise,
     contrary to the terms of this Agreement. No representations, warranties,
     covenants or conditions, express or implied, whether by statute or
     otherwise, other than as set forth herein, have been made by any party
     hereto. No waiver of any term, provision or condition of this Agreement,
     whether by conduct or otherwise, in any one or more instances, shall be
     deemed to be, or shall constitute, a waiver of any other provision
     hereof, whether or not similar, nor shall such waiver constitute a
     continuing waiver, and no waiver shall be binding unless executed in
     writing by the party making the waiver.

11.  Miscellaneous. Nothing in this Agreement, whether express or implied,
     is intended to confer upon any person other than the parties hereto and
     their respective heirs, representatives, successors and permitted
     assigns, any rights or remedies under or by reason of this Agreement.
     This Agreement shall be binding upon and shall inure to the benefit of
     the parties hereto and their respective heirs, representatives,
     successors and permitted assigns. This Agreement may be executed in one
     or more counterparts, each of which shall be deemed an original, but
     all of which together shall constitute one and the same instrument.
     This Agreement shall be governed by and construed and enforced in
     accordance with and shall be subject to the laws of the Commonwealth of
     Virginia. Each party

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     agrees to execute and deliver, at any time and from time to time, upon
     the request of the other party, such further instruments or documents as
     may be necessary or appropriate to carry out the provisions contained
     herein, and to take such other action as the party may reasonably request
     to effectuate the provisions of this Agreement. Should any part, term or
     provision of this Agreement be declared by a court of competent
     jurisdiction to be invalid, void or unenforceable at law or in equity, it
     is the express intention of the parties hereto that such part, term or
     provision shall be construed in such manner as to provide for the
     enforcement thereof to the maximum extent and in the broadest scope
     permitted under law and all remaining parts, terms and provisions hereof
     shall remain in full force and effect and shall in no way be invalidated,
     impaired or affected thereby. The parties agree that each party and its
     counsel have reviewed and revised this Agreement and that any rule of
     construction to the effect that ambiguities are to be resolved against the
     drafting party shall not apply in the interpretation of this Agreement.
     Time is hereby declared to be of the essence of each provision of this

IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
as of the date set forth at the beginning.

                    A VIRGINIA CORPORATION


                    STEVEN A. NEWMAN