Compensation Agreement
Exhibit
10.2
The
following sets forth the terms and conditions of a compensation agreement,
effective as of October 1, 2008, to be entered into by Xxxxxx Systems Inc.,
a
Delaware corporation (”Xxxxxx”), and Xxxxx Xxxx, , (the “Consultant”).
Statement
of Work:
The
Consultant will during the Term (as hereinafter defined) market and make
recommendations to the Board of Directors of Xxxxxx for the sale, license and/or
financing of SEPET and/or HepatAssist, and the intellectual property and
equipment related thereto. The Term shall be from October 1, 2008 through and
including December 31, 2008, unless earlier terminated by either the Consultant
or Xxxxxx upon thirty (30) days’ prior written notice to the other party. The
following actions will be performed:
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Identify
and engage prospective purchasers, licensors and investors and negotiate
closure of such transactions.
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§
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Sell
or dispose Xxxxxx’ equipment and inventory to maximize
proceeds.
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§
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Recommend
appropriate legal actions to reasonably maintain Xxxxxx’ intellectual
property portfolio.
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§
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Work
closely and provide reports to the Board of Directors of all such
efforts.
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§
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Take
such other actions as reasonably requested by the Xxxxxx Board which
are
consistent with and for the purpose of implementing the transactions
contemplated hereby.
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Proceeds:
Proceeds
is defined to mean all cash proceeds realized from the sale, licensure and/or
financing of Xxxxxx’ assets and collected from all purchasers and licensors
identified by and with whom substantive discussions were carried on by the
Consultant during the Term. At the end of the Term, the Consultant will provide
a list of purchasers and licensors with whom substantive discussions were
carried on by the Consultant.
“Expenses”
will not exceed $25,000 and will only include payments made for the following
services:
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Equipment
auction
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§
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Travel
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§
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IT
equipment consultant
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§
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Telephone
& utilities
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§
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Expenses
incidental to any asset sales, lease or
license
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the
Consultant will use, at no charge to Xxxxxx, his home office space to conduct
business on Xxxxxx’ behalf. Payment for the Expenses and any other reasonable
and documented expenses are the responsibility of Arbios.
Base
Compensation:
Throughout
the Term, the Consultant will receive $10,000 per month plus payment of medical
insurance, estimated to be $1,500 per month.
Payments
will be made to the extent Xxxxxx has sufficient liquidity on hand. The
determination of liquidity shall be made from time to time by the Xxxxxx Board
of Directors. Any payments not made in a timely manner hereunder shall be made
at such time as there is sufficient liquidity to make such payments as
determined as provided for herein.
Additional
Incentive Commission Structure:
Sale,
licensure or financing of HepatAssist and related intellectual patent portfolio
and equipment (“HepaAssist Assets”):
If
the
sale of the HepatAssist Assets to HepaLife, as currently contemplated in the
draft Letter of Intent attached hereto, is completed by October 10, 2008, the
Consultant will receive a bonus of $20,000. If the aforementioned transaction
is
completed after October 10, 2008 but on or before October 31, 3008, then the
Consultant will receive a $10,000 bonus.
If
the
Consultant sells, licenses or finances the HepatAssist Assets through a third
party(s) other then HepaLife, and the transaction closes prior to October 31,
2008, the Consultant will receive a cash bonus equal to 10% of the Proceeds
received by the Company at the closing of the transaction, with such amount
not
to exceed $50,000.
If
the
Consultant sells, licenses or finances the HepatAssist Assets through a third
party(s) other then HepaLife, and the transaction closes prior to November
30,
2008, the Consultant will receive a cash bonus equal to 5% of the Proceeds
received by the Company at the closing of the transaction, with such amount
not
to exceed $50,000.
Sale,
licensure or financing of SEPET and related intellectual patent portfolio and
equipment (“SEPET Assets”):
If
the
Consultant sells, licenses or finances the SEPET Assets and the transaction
closes prior to December 31, 2008, the Consultant will receive a cash bonus
to
be awarded in the sole discretion of the Board after taking into account the
timing, size and structure of the transaction.
Miscellaneous:
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If
any term or other provision of this term sheet is invalid, illegal
or
incapable of being enforced by virtue of any law, or public policy,
all
other conditions and provisions of this term sheet shall nevertheless
remain in full force and effect so long as the economic or legal
substance
of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the
parties
hereto shall negotiate in good faith to modify this term sheet so
as to
effect the original intent of the parties as closely as possible
in an
acceptable manner to the end that the transactions contemplated hereby
are
fulfilled to the maximum extent
possible
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Witness
whereof, the parties have executed this Compensation Agreement on the date
below
Dated:
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Xxxxxx Systems, Inc., | |
By: |
/s/
XXXXXX
XXXXX
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Xxxxxx
Xxxxx
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Compensation
Committee Chairman
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Xxxxx
Xxxx
By:
/s/
XXXXX XXXX