Exhibit 10.2
CONSULTING AGREEMENT
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From the date hereof and for one year, unless terminated sooner pursuant to
subparagraph (i) (Consulting Period), I, Xxxxxxxx Xxxxxxxxxx, agree to render to
Optical Communication Products, Inc. (Company) such consulting services as the
Company may, from time to time, reasonably request. Such services shall include,
without limitation, assistance in connection with the transition of my former
duties and responsibilities to other individuals and providing guidance,
insight, and interpretation regarding the financial history of the Company.
(i) During the Consulting Period, I will be subject to all of
the policies, procedures and codes of ethics of the Company that govern
Company employee behavior. However, I shall not be entitled to any
Company benefits including, but not limited to, vacation, sick leave,
retirement plan participation, etc., except compensation and benefits
provided under certain provisions in my Employment Agreement with the
Company dated November 1, 1999.
(ii) During the Consulting Period, in light of my knowledge of
the Company's confidential information and business plans and
participation in developing the Company's business relationships and
goodwill, I shall not, directly or indirectly, as an employee, officer,
agent, consultant, director, owner, partner, joint venturer,
shareholder, investor, or in any other capacity engage in, assist or
advise, establish, or solicit or provide investment capital, labor, or
services for, any activity or business that is competitive with the
Company's actual or contemplated business.
(iii) The Company may terminate this consulting arrangement
only for my substantial non-performance. I understand that if the
Company terminates the consulting arrangement for non-performance it
will only owe me for consulting services rendered prior to the date of
termination.
(iv) During the Consulting Period, I will be paid on or about
the first business day of each month, in arrears, for actual consulting
services provided.
(1) I will be paid the consulting fee at the following
rate:
a. $1,500 per day for each day that I actually
provided consulting services in excess of 4
hours.
b. $1,000 per day for each day that I provide
consulting services for less than 4 hours.
c. $250 per hour for consulting services via
telephone or email with a minimum charge of
half-hour increments. For example,
telephonic conversations lasting 16 minutes
will be charged one-half of hourly rate.
d. During the Consulting Period, the company
shall be invoiced a minimum of $135,000,
equivalent to 90 business days of full-time
consulting services, regardless of rather
such consulting services were actually
performed.
(2) I agree to submit monthly invoices to the Company's Chief
Financial Officer itemizing work performed under this consulting
arrangement. I promise that I will not terminate the consulting
arrangement prior to its one-year anniversary.
(v) The Company shall reimburse me for out-of-pocket expenses
I incur in connection with the performance of services under this
arrangement, to the same extent that the Company is responsible for
such expenses of senior managers of the Company..
(vi) This agreement sets forth the entire agreement between
the Company and me with respect to my services and compensation as a
consultant and fully supersedes all prior agreements or understandings
between the parties, whether written or oral, pertaining to the subject
matter hereof, except any provision of my Employment Agreement with the
Company dated November 1, 1999 that provides me with continued benefit
rights. No change in, modification of, or addition, amendment, or
supplement to this Agreement shall be valid unless set forth in writing
signed by both parties specifically evidencing an intent to modify this
agreement.
(vii) The Company and I agree that I will be an independent
contractor of the Company for all purposes with regard to my
performance of services pursuant to this consulting arrangement during
the Consulting Period, including, without limitation, for federal
(including social security and unemployment), state and local income
and employment tax purposes and I agree that I will be solely
responsible for the payment of all such taxes. The Company promises
that it will promptly notify me in writing in the event that it
receives notice that a taxing authority disputes my independent
contractor status. I promise that I will promptly notify the Company in
the event that I receive notice that a taxing authority disputes my
independent contractor status.
Executed at OCP , this 10 day of Oct , 2006
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/s/ M. Ghorbanali
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Consultant
Executed at OCP , this 10 day of Oct , 2006
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/s/ Xxxxxx X. Xxxx
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Company
