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EXHIBIT 10.17
Effective as of October 29, 1998
Mr. Donald Perkins
One First National Plaza
21 South Clark Street
Suite 2530
Chicago, Illinois 60603
Dear Don:
The following sets forth our agreement concerning the consulting services you
have performed for Nanophase Technologies Corporation ("NTC") since you joined
the NTC Board in February 1998, and which you may perform in the future.
1. Duties. We agree that you have performed substantial consulting services
for NTC since February of 1998 in the identification, screening and
recruitment of management personnel, issues related to the
responsibilities of management personnel and the organization of NTC's
management, and the development and implementation of NTC's business
plans, and that you may continue to work with NTC in the future on such
matters from time to time under the terms of this letter agreement.
2. Scope of Services. We agree that you will devote time to your duties as a
consultant to NTC as we mutually agree, and in any event consistent with
your schedule and other demands which may be placed on your time and
attention.
3. Compensation. In consideration of your services as a consultant to NTC,
the Board of NTC has agreed to grant you an option to acquire 25,000
shares of NTC common stock, on the terms and conditions set forth in a
separate option agreement that we have provided to you. You will not be
entitled to receive any medical, health or other benefit plans maintained
for other employees of NTC. The above compensation is not in lieu of, and
does not replace or effect, any compensation you are entitled to receive
as a director of NTC.
4. Expense Reimbursement. NTC will reimburse you for actual out-of-pocket
expenses incurred by you in connection with your services as a consultant
to NTC. Such expenses will be reimbursed upon receipt of appropriate
documentation of such expenses.
5. Confidential Information and Proprietary Rights. In the course of your
work with NTC, you have had and will have access to information about NTC
that is confidential in nature. You acknowledge that you will keep all
such information confidential, and that NTC is the owner of all such
information and related proprietary rights. You agree that if requested by
NTC you will execute appropriate instruments evidencing your
confidentiality obligation and NTC=s proprietary rights.
6. Conflicts of Interest. You confirm that you are not a party to any
agreement or arrangement, whether oral or written, which would constitute
a conflict of interest with this agreement or would prevent you from
carrying out your obligations to NTC under this agreement.
7. Other Terms of Engagement. Both you and NTC acknowledge that your
services as a consultant to NTC are at will and may be terminated at any
time with or without cause by either you or NTC. Termination of
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Mr. Donald Perkins Effective as of October 29, 1998
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your consulting services will not in any way effect your membership on
the Board of Directors of NTC. You and NTC also acknowledge that you are
an independent Contractor to NTC, and that you will not have authority to
bind NTC in ant respect, and will be solely responsible for the payment of
any taxes owing on compensation paid to you by NTC. This agreement, and
all aspects of your consulting services with NTC, shall be governed by
Illinois law.
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If you agree to the above terms concerning your consulting services to NTC,
please sign the enclosed copy of this letter and return it to me at your
earliest convenience.
Very truly yours,
Nanophase Technologies Corporation, a Delaware Corporation
By: /s/ Joseph Cross
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Joseph Cross, its President and Chief Executive Officer
Agreed and accepted:
/s/ Donald Perkins
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Donald Perkins