Exhibit 10.8
Consulting Agreement (this "Agreement") made this 21st day of January 2003
between Wire One Technologies, Inc., a Delaware corporation having its principal
office at 225 Long Avenue, Hillside, New Jersey 07205 (hereinafter "Wire One"),
and Kelly Harman, 7605 Croydon Place, Manassas, VA 20109 (hereinafter
"Consultant").
Whereas, Consultant is currently employed by Wire One as Vice President -
Marketing under an agreement dated January 2, 2001, as amended July 30, 2002
(collectively, the "Employment Agreement");
Whereas, Consultant and Wire One have determined it to be in their mutual best
interests to terminate the term of the Employment Agreement, simultaneous with
the commencement of Consultant's engagement as a consultant.
Now Therefore, in consideration of their mutual promises made herein, and for
other good and valuable consideration, the parties hereby agree as follows:
1. Termination of Term of Employment Agreement; Commencement of Consultancy
Term. (a) The term of the Employment Agreement shall terminate on January
31, 2003 (the "Employment Agreement Termination Date"). Consultant
acknowledges that she shall not, either upon or otherwise by virtue of such
termination, become entitled to receive any severance compensation of any
nature whatsoever. (b) The term of Consultant's services under this
Agreement (the "Consultancy Term") shall commence upon the day following
the Employment Agreement Termination Date and shall, subject to Paragraph 5
below, terminate on December 31, 2003.
2. Consultant Services. Consultant shall assist Wire One's management in the
development, marketing and sales of the products and services offered from
time to time by Wire One, including participation in (a) the preparation of
marketing materials for such products and services, (b) the training of
Wire One's sales force and independent sales agents with respect to such
products and services and (c) the Company's public relations efforts.
Consultant shall be available to Wire One at least 20 hours per week for
her performance of services under this Agreement and shall devote first
priority to her responsibilities to Wire One among all of her professional
responsibilities.
3. Compensation. As compensation for Consultant's services under this
Agreement, Wire One shall (a) pay Consultant a cash fee, with respect to
each calendar month of the Consultancy Term, in the amount of $8,000 per
month (the "Cash Fee"), payable on the fifteenth day of each such month,
and (b) permit Consultant to retain the stock options granted to her during
her employment by Wire One, provided that the vesting of such stock options
shall cease upon any termination of the Consultancy Term in accordance with
Paragraph 5 below. Consultant's rights as an optionee shall continue to be
governed by the terms of the associated stock option agreements currently
in effect and the 2000 Stock Incentive Plan. Wire One shall, in addition to
Consultant's compensation, reimburse Consultant for any reasonable expenses
incurred by Consultant in the performance of her duties under this
agreement, upon submission of evidence thereof reasonably satisfactory to
Wire One.
4. Information; Work Product. From time to time as requested by Consultant,
Wire One shall furnish to Consultant any information that is reasonably
required to enable Consultant to perform her duties under this agreement.
Consultant shall not disclose any confidential information furnished to her
by Wire One unless, and then only to the extent that, such disclosure is
legally required. Any compilation of data, work product, work of authorship
and other materials created or produced by Consultant within the scope of
her duties under this agreement shall be the sole and exclusive property of
Wire One.
5. Consultant's Other Endeavors. Wire One acknowledges that Consultant plans
to pursue employment or consultancy engagements by parties other than Wire
One ("Other Endeavors") and that Consultant shall (subject to the final
sentence of Paragraph 2 above) have the unrestricted right to pursue Other
Endeavors, whether or not any such Other Endeavor results in a conflict of
interest with the interests of Wire One (a "Conflict"). If Consultant
secures any Other Endeavor (of which Consultant shall promptly notify Wire
One, for purposes of both this Paragraph 5 and of Paragraph 1 (b) above),
(a) Consultant shall have the right to terminate the Consultancy Term
effective upon not less than ten days' prior written notice to Wire One and
(b) if Wire One reasonably determines that such Other Endeavor results in a
Conflict, Wire One shall have the right to terminate the Consultancy Term
effective upon not less than ten days' prior written notice to Consultant;
without limitation of the foregoing, Consultant acknowledges that any Other
Endeavor that entails her participation in the training of any members of
the sales force of any other organization (whether manufacturer, dealer or
otherwise) in the video communications industry shall, unless otherwise
agreed in writing by Wire One, result in a Conflict. In the event of any
such termination, the Cash Fee for the calendar month within which such
termination becomes effective shall be adjusted pro rata to reflect the
resulting partial calendar month of the Consultancy Term (it being
understood that, if Consultant has already received payment of the full
Cash Fee for such calendar month, Consultant shall refund to Wire One a pro
rata portion thereof corresponding to the portion of such month remaining
following the effective date of such termination).
6. Miscellaneous. This agreement is made in the State of New Jersey and shall
be governed by New Jersey law. This agreement constitutes the entire
agreement, and shall supersede any prior or contemporaneous agreement, oral
or written, between the parties hereto regarding Consultant's services to
Wire One as an employee or consultant following the Employment Agreement
Termination Date (it being understood that the provisions of the Employment
Agreement that survive the termination of the "Employment Period"
thereunder shall remain in full force and effect) and may not be modified
or amended except by a written document signed by the party against whom
enforcement is sought. The relationship of Consultant to Wire One is solely
that of independent contractor and nothing herein shall be deemed to place
the parties in any other or different relationship, including but not
limited to
that of employer-employee, principal-agent, or as partners in a joint
venture. This agreement may be signed in more than one counterpart, in
which case each counterpart shall constitute an original of this agreement.
IN WITNESS WHEREOF, the parties have signed this agreement as of the day and
year first above written.
WIRE ONE TECHNOLOGIES, INC.
By: /s/
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/s/
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Kelly Harman