CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made this ____
day of November,1996, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the "Company"), and DR.
JEFFREY SHERMAN, an individual ("Sherman").
W I T N E S S E T H:
WHEREAS, Sherman has experience in certain segments of the
Company's and its subsidiaries' businesses;
WHEREAS, the Company wishes to engage Sherman as an
independent, outside consultant to the Company, and Sherman desires
to accept such engagement, pursuant to the terms and conditions of
this Agreement;
WHEREAS, in consideration for such engagement, the parties
desire to provide for the issuance of shares of the Company's Common
Stock, par value $.001 per share ("Common Stock"), on terms and
subject to the conditions hereinafter set forth;
WHEREAS, the parties intend this Agreement to constitute an
"Employee Benefit Plan", as such term is defined under Rule 405 of
the Securities Act of 1933, as amended; and,
WHEREAS, the parties do not intend that this Agreement qualify
under Section 401 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto, intending to be
legally bound, do hereby agree as follows:
1. Engagement of Sherman. The Company does hereby engage
Sherman, and Sherman does hereby accept such engagement, as an
outside, independent consultant to provide consulting services for
the Company in connection with the sale by the Company of the
Company's Perma-Cool process. Provided, however, that Sherman shall
render bona fide consulting services to the Company under this
Agreement, and none of the consulting services to be rendered by
Sherman hereunder shall be in connection with the offer or sale of
securities or in a capital-raising transaction.
2. Term. Sherman will provide the above consulting services
for the Company under this Agreement for a period of six (6) months
from the date of this Agreement (the "Term").
3. Compensation. In consideration of Sherman providing the
consulting services under this Agreement, if the Company completes
the sale of the Perma-Cool process during the Term the Company
agrees to issue to Sherman that number of shares of the Company's
Common Stock (the "Shares") equal to an amount determined by
dividing Twenty Thousand (20,000) by the closing bid price per share
of the Company's Common Stock as quoted in the NASDAQ on the date
of completion of the sale by the Company of the Perma-Cool process,
payable within ten (10) business days from the latter of the date
that (i) the Company's Form S-8 (as defined below) registering the
Shares becomes effective under the Securities Act of 1933, as
amended (the "Act"), or (ii) the Company completes the sale of the
Perma-Cool process.
The Company shall use reasonable efforts to register the Shares to
be issued to Sherman under this Agreement on a Form S-8 Registration
Statement ("Form S-8") under the Act as soon as reasonably
practicable. Sherman shall not be entitled to any cash compensation
for his consulting services rendered under this Agreement.
Sherman's compensation for his services rendered hereunder shall
solely consist of the Shares.
4. Agreement Not to Solicit Customers and Employees. Sherman
agrees that, during the Term and for a period of one (1) year
following termination of the Term, he shall not, either alone or for
himself or on behalf of any other person, firm, corporation or
entity, directly or indirectly:
(a) Induce, or in any manner attempt to induce, any
person employed by, or any agent of, the Company or any of the
subsidiaries of the Company or any of their affiliates to
terminate his or her employment or agency, as the case may be;
or,
(b) Solicit, induce, or attempt to solicit or induce,
any supplier or customer of the Company or any subsidiaries of
the Company or any of their affiliates to cease being a
supplier or customer of the Company or any of the subsidiaries
of the Company or any of their affiliates.
5. Confidential Information. During the Term and for a
period of one (1) year following termination of the Term, (i)
Sherman shall hold, in a fiduciary capacity for the benefit of the
Company and all subsidiaries of the Company, all secret or
confidential information, knowledge or data relating to the Company
and all subsidiaries of the Company or any of their affiliated
companies and their respective businesses, which shall have been
obtained by Sherman at any time and which shall not be public
knowledge (other than by acts of Sherman or his representatives in
violation of this Agreement), including, without limitation,
customer lists, bid proposals, contracts, matters subject to
litigation and information regarding periods and environmental
applications, and (ii) Sherman shall not, without the prior written
consent of the Company, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those
designated by it.
6. Injunctive Relief. In the event of a breach by Sherman
of any of the terms or provisions of Sections 4 or 5 of this
Agreement, the Company shall be entitled to an injunction to prevent
irreparable injury to it or any of its subsidiaries or any of their
affiliates. Nothing shall be construed as prohibiting the Company
from pursuing any other remedies (at law or in equity) available to
it for such breach, including, but not limited to, recovery of
damages, attorneys' fees and other costs.
7. Miscellaneous.
(a) Assignment and Binding Effect. The respective
rights and obligations of the parties under this Agreement
shall be binding upon the parties hereto and their heirs,
executors, administrators, successors and permitted assigns;
provided, however, that the Company may not assign its rights
hereunder without the prior written consent of Sherman.
(b) Governing Law. This Agreement shall be governed as
to its validity, interpretation and effect by the laws of the
State of Delaware.
(c) Entire Agreement; Amendments. This Agreement
constitutes the entire agreement and understanding of the
Company and Sherman with respect to the terms of Sherman's
consultancy relationship with the Company and supersedes all
prior discussions, understandings and agreements with respect
to such consultancy relationship. This Agreement may not be
amended unless by the mutual written consent of all of the
parties hereto.
(d) Captions. All captions and headings used herein are
for convenient reference only and do not form part of this
Agreement.
(e) Waiver. The waiver of a breach of any term or
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any other or subsequent breach of
this Agreement.
(f) Notices. Any notice or communication required or
permitted under this Agreement shall be made in writing and
shall be delivered by hand, or mailed by registered or
certified mail, return receipt requested, or first class
postage prepaid, addressed as follows:
if to Sherman, to: Dr. Jeffrey Sherman
P. O. Box 630408
Houston, Texas 77263-0408
if to the Company to: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place,
Suite A
Gainesville, Florida 32653
Attn: Dr. Louis F. Centofanti,
Chairman
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute one and the same
Agreement.
(h) Legal and Tax Effects. This Agreement is not
qualified under Section 401 of the Internal Revenue Code of
1986, as amended. Sherman understands that the Company is not
provided any legal or tax advice regarding this Agreement and
that Sherman is to consult with his legal and tax consultants
regarding this Agreement.
(i) Independent Contractor. Sherman is an independent
contractor and is not, in any manner, an employee or agent of
the Company or any subsidiary of the Company. Sherman may not
bind the Company or any subsidiary of the Company in any
manner whatsoever.
(j) Florida Blue Sky Laws. The securities have not been
registered with the State of Florida, but will be sold in
reliance on an exemption from such registration set forth in
Section 517.061(11) of the Florida Statutes. Pursuant to Section
517.061(11)(a)(5) of the Florida Statutes, a Florida investor
has a three (3) day right of rescission. A Florida resident
who executes this Agreement may elect, within three (3)
business days after signing this Agreement, to withdraw from
this Agreement and thereby terminate this Agreement. Such
withdrawal will be without any further liability to any
person. To accomplish such withdrawal, a Florida resident
need only send a letter or telegraph to the Company at the
address set forth in this Agreement indicating his intention
to withdraw. Such letter or telegram must be sent and
postmarked prior to the end of the aforementioned third (3rd)
business day. If a Florida resident sends a letter, it is
prudent to send it by certified mail, return-receipt
requested, to ensure that it is received and also evidence the
time and date when it is mailed. Should a Florida resident
make this request orally, he should ask for written
confirmation that his request has been received.
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement on the date first above written.
________________________________
Dr. Jeffrey Sherman
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:_____________________________
Dr. Louis F. Centofanti
Chairman of the Board and
Chief Executive Officer
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