CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of
December 15, 1999, by and between High Speed Net Solutions, Inc. (HSNS ), a
Florida corporation, and RPC International ("Consultant").
W I T N E S S E T H:
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WHEREAS, Summus is desirous of Consultant providing certain
services to HSNS; and
WHEREAS, Consultant desires to provide such services to HSNS;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. SERVICES. HSNS hereby retains Consultant to perform professional
and management services including but not limited to, business plan
development, recruitment and hiring of HSNS employees, customer
management of HSNS's Online Internet Advertising initiative, and any
other advisory and managerial responsibilities requested by HSNS.
2. COMPENSATION. In consideration for the services provided by the
Consultant hereunder, HSNS shall pay the Consultant:
2.1. A monthly retainer of $30,000 per month;
2.2 A sales commission as follows:
4% of the subtotal of all HSNS revenues up to and including
$2,000,000 that are attributable to Online Internet Advertising
accounts developed or managed by RPC;
5% of the subtotal of all HSNS revenues from $2,000,001 to
$5,000,000 that are attributable to Online Internet Advertising
accounts developed or managed by RPC;
6% of the subtotal of all HSNS revenues from $5,000,001 to
$10,000,000 that are attributable to Online Internet Advertising
accounts developed or managed by RPC;
7% of the subtotal of all HSNS revenues in excess of
$10,000,000 that are attributable to Online Internet Advertising
accounts developed or managed by RPC;
2.3. Incentive stock options to purchase from HSNS, up to 200,000
of its HSNS restricted shares currently held, at an exercise
price of Ten Dollars ($10.00) per share.
2.4 Vesting in the stock options will occur based on the following
schedule:
2.4.1. 50,000 shares when HSNS revenue attributable to
accounts developed or managed by RPC achieves
$2,000,000;
2.4.2. 50,000 shares when HSNS revenue attributable to
accounts developed or managed by RPC achieves
$5,000,000;
2.4.3. 50,000 shares when HSNS revenue attributable to
accounts developed or managed by RPC achieves
$10,000,000;
2.4.4. 50,000 shares when HSNS revenue attributable to
accounts developed or managed by RPC achieves
$20,000,000;
3. EXPENSES. HSNS agrees to reimburse the Consultant for all travel
costs reasonably and actually incurred by the Consultant in performing
services under this Agreement, as well as any other expenses approved
by HSNS.
4. TERM. This Agreement shall be effective as of December 15, 1999, and
shall continue until December 15, 2000. This Agreement may be
terminated by either party upon ten days prior written notice;
provided, however, that the obligations arising under the
Confidentiality and Non-Disclosure Agreement between the Consultant and
HSNS, of even date herewith, shall survive the termination of this
Agreement.
4.1. In the event that this Agreement is terminated by HSNS prior
to March 31, 2000, then the compensation in Article 2. 1,
Monthly Retainer, shall continue for two months following said
termination. In the event that this Agreement is terminated
after March 31, 2000 but before June 30, 2000, then the
compensation in Article 2.1, Monthly Retainer shall continue
for 3 months following said termination. Any termination of
this agreement by HSNS after June 30, 2000 and prior to
December 15, 2000 shall result in Consultant receiving
compensation under Article 2. 1 for a period of 4 months
following said termination.
4.2. The compensation in Article 2.2, Sales Commission, shall apply
for one year following the termination of this agreement, but
for a period not less than two years from the signing date of
this agreement.
5. COOPERATION AND CONSULTANT. HSNS management and employees will
cooperate with tile Consultant in the performance of the services
including participating in one-on-one interviews and making available
any pertinent information from files on personnel history, salary
administration and benefits.
6. RELATIONSHIP OF THE PARTIES. The relationship between the Consultant
and HSNS shall be that of an independent contractor. Nothing contained
in this Agreement shall be deemed to constitute a relationship of
agency, joint venture, partnership or any other relationship than that
specified. Consultant shall be responsible for all income, social
security and other state, local and federal taxes that arise as a
result of the relationship contemplated hereby and the payments made
hereunder.
7. CONFIDENTIALITY. The Consultant shall maintain all information obtained
in connection with Consultant's performance under this Agreement
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confidential in accordance with the terms of a Confidentiality and
Non-Disclosure Agreement of even date herewith, the form of which is
provided as Exhibit A to this Agreement.
8. NOTICE. Any notice or other communication under this Agreement shall be
sufficiently given if hand delivered, sent by prepaid certified mail or
sent via facsimile so long as a confirmation is received, to the
following:
If to the Consultant: RPC International LC
X.X. Xxx 0 XX0
Xxxxx, XX 00000
If to HSNS: Xxxx X. Xxxxxxxxxx
HSNS Ltd.
Xxxxx 0000
000 Xxxxxxxxxxxx Xxxxxx Xxxx
Xxxxxxx, XX 00000
9. MODIFICATION; WAIVER; AMENDMENTS. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing, signed by the Consultant and HSNS.
No waiver by any party hereto at any time of any breach by any other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver
of any similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. No amendments or additions to this
Agreement shall be binding unless in writing and signed by all parties
hereto, except as herein otherwise provided.
10. APPLICABLE LAW. This Agreement shall be governed in all respects
whether as to validity, construction, capacity, performance or
otherwise, by the laws of the State of North Carolina, without regard
to choice of law principles.
11. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions
hereof.
12. HEADINGS. The titles to the sections of this Agreement are solely for
the convenience of the parties and shall not be used to explain,
modify, simplify, or aid in interpretation of the provisions of this
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Consulting
Agreement to be effective as of the day and year first hereinabove written.
RPC International L.C.
/s/ illegible signature
By: President
HSNS, LTD.
/s/ Xxxx X. Xxxxxxxxxx
By:Xxxx X. Xxxxxxxxxx
Executive Vice President
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