EXHIBIT 10.16
CONSULTING AGREEMENT
--------------------
AGREEMENT made this 3rd day of May, 1996 by and between XXXXXXX X. XXXXX of
00000 Xxxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxxx 00000 (the "Consultant") and
ACCENT COLOR SCIENCES, INC., a Connecticut corporation, having its place of
business at 000 Xxxxxxxxxxx Xxxxxxxxx, Xxxx Xxxxxxxx, Xxxxxxxxxxx (the
"Company").
W I T N E S S E T H:
WHEREAS, the Consultant has to the date hereof held the position of
Chairman of the Board of Directors of the Company under a certain Employment
Agreement dated December 14, 1993; and
WHEREAS, the Consultant is desirous of relinquishing such position as of
the date hereof and terminating such Employment Agreement; and
WHEREAS, the Consultant, in addition to his other business pursuits, is
willing to assist the Company with respect to its organizational and financial
affairs from time to time in the future; and
WHEREAS, the Company wishes to secure the services of the Consultant on the
terms hereinafter provided;
NOW, THEREFORE, the Consultant and the Company hereby mutually agree as
follows:
1. The Company hereby engages the Consultant and the Consultant agrees to be so
engaged on the following terms and conditions.
2. Consultant agrees to be available to the Company for up to 25 hours per month
at such times as shall be mutually agreed upon by the Consultant and the
Company.
3. The Consultant shall receive a quarterly retainer of $21,250 payable in
advance on July 1, 1996, October 1, 1996, January 1, 1997, April 1, 1997,
July 1, 1997 and October 1, 1997. If such date shall fall on a weekend or
holiday, such payment will be payable on the first business day following
such date. Upon the execution of this Agreement, the Consultant shall
receive a payment of $14,167 for the period from the date hereof until June
30, 1996.
4. The Company agrees to reimburse Consultant for all reasonable out-of-pocket
expenses incurred by the Consultant in the execution of his duties.
5. The term of this Agreement shall commence on the date hereof and terminate on
December 31, 1997, subject to earlier termination under the provisions of
paragraph 7 below.
1
6. The nature of the duties of the Consultant shall be to work with the senior
management of the Company and provide general business and management advice
with respect, primarily, to organizational, financial and business
development issues and to provide such other functions or services as senior
management, in its reasonable discretion and from time to time, shall
require.
7. This Agreement may be terminated by Consultant on thirty (30) days notice in
writing to the Company, but may not be terminated by the Company except for
"cause." As used herein, "cause" shall mean the gross neglect by Consultant
of his duties hereunder or the conviction of the Consultant of a felony
against the Company.
8. Upon sixty (60) days written notice to the Consultant, the Company may extent
this Agreement on the same terms (or on other terms mutually agreed upon by
the Company and the Consultant) for a period not to exceed one (1) year from
the termination date.
9. This Agreement shall be construed under the laws of the State of Connecticut
and may not be modified or amended except in writing signed by both parties.
IN WITNESS WHEREOF, the Consultant and the Company have executed this
Agreement on the day and year first above written.
_________________________________
Xxxxxxx X. Xxxxx
ACCENT COLOR SCIENCES, INC.
By: _________________________________
Xxxxxxx X. Xxxxxx
Its: President
2