EXHIBIT 10.15
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ADVISORY BOARD AGREEMENT
This ADVISORY BOARD AGREEMENT made as of this 1st day of February, 2001 by
and between ESSTEC, INC., a Nevada corporation, having an office at 6033 West
Century Boulevard, Suite 500, Los Angeles, California 90045 (hereinafter
referred to as "ESSTEC") and Monis Rahman, an individual, with an address at 210
Flynn Street, Mountain View, CA 94043 (hereinafter referred to as "RAHMAN").
W I T N E S S E T H:
WHEREAS, ESSTEC desires to retain RAHMAN for its advisory board; and
WHEREAS, RAHMAN is willing to serve on the advisory board of ESSTEC upon
the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein set forth it is agreed as follows:
1. Retain RAHMAN as Advisory Board Member. ESSTEC hereby retains RAHMAN to
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serve on its advisory board until removed by the Board or until RAHMAN resigns.
2. Duties. RAHMAN shall perform those functions generally performed by
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persons of such title and position, shall attend all meetings of the Advisory
Board and shall perform any and all related duties and shall have any and all
powers as may be prescribed by resolution of the Advisory Board, and shall be
available to confer and consult with and advise the officers and directors of
ESSTEC at such times that may be required by ESSTEC.
3. Compensation: RAHMAN shall receive nonrefundable compensation of 15,000
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stock options exercisable at $3.50 per share of the Restricted Common Stock of
the Company upon completion of one year of duty hereunder. Stock Option that
has vested may be exercised immediately until 11:59 P.M. (Pacific Standard time)
on the date that is one (1) years after the Vesting Date (the "Expiration
Date"). Stock Option not exercised on or before the Expiration Date shall
expire.
4. Expenses. RAHMAN shall submit to ESSTEC reasonably detailed receipts
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with respect thereto which substantiate RAHMAN's expenses, including expenses to
attend all advisory board meetings and ESSTEC shall reimburse RAHMAN for
all reasonable documented expenses.
5. Secrecy. At no time shall RAHMAN disclose to anyone any confidential or
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secret information (not already constituting information available to the
public) concerning: (a) internal affairs or proprietary business operations of
ESSTEC or its affiliates; or (b) any trade secrets, new product developments,
patents, programs or programming, especially unique processes or methods.
6. Termination.
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(a) Termination by ESSTEC
(i) ESSTEC may terminate this Agreement immediately without assigning
any reason, at any time, by submitting a written notice to RAHMAN.
(ii) This agreement automatically shall terminate upon the death of
RAHMAN, except that RAHMAN's estate shall be entitled to receive any amount
accrued under Section 3 for the period prior to RAHMAN's death and any other
amount to which RAHMAN was entitled of the time at his death.
7. Arbitration. Any controversies between ESSTEC and RAHMAN involving the
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construction or application of any of the terms, provisions or conditions of
this Agreement shall on the written request of either party served on the other
be submitted to arbitration. Such arbitration shall comply with and be governed
by the rules of the American Arbitration Association. An arbitration
demand must be made within one (1) year of the date on which the party demanding
arbitration first had notice of the existence of the claim to be arbitrated, or
the right to arbitration along with such claim shall be considered to have been
waived. An arbitrator shall be selected according to the procedures of the
American Arbitration Association. The cost of arbitration shall be borne by the
losing party unless the arbitrator shall determine otherwise. The arbitrator
shall have no authority to add to, subtract from or otherwise modify the
provisions of this Agreement, or to award punitive damages to either party.
8. Attorneys' Fees and Costs. If any action at law or in equity is
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necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
9. Entire Agreement; Survival. This Agreement contains the entire agreement
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between the parties with respect to the transactions contemplated herein
and supersedes, effective as of the date hereof any prior agreement or
understanding between ESSTEC and RAHMAN. The unenforceability of any provision
of this Agreement shall not effect the enforceability of any other provision.
This Agreement may not be amended except by an agreement in writing signed by
the RAHMAN and the ESSTEC, or any waiver, change, discharge or modification as
sought. Waiver of or failure to exercise any rights provided by this Agreement
and in any respect shall not be deemed a waiver of any further or future rights.
The provisions of this Agreement shall survive the termination of this
Agreement.
10. Assignment. This Agreement shall not be assigned to other parties.
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11. Governing Law. This Agreement and all the amendments hereof, and
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waivers and consents with respect thereto shall be governed by the internal laws
of the State of California, without regard to the conflicts of laws
principles thereof.
12. Notices. All notices, responses, demands or other communication under
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this Agreement shall be in writing and shall be deemed to have been given when:
(a) delivered by hand; (b) sent by telex or telefax, (with receipt
confirmed), provided that a copy is mailed by registered or certified mail,
return receipt requested; or (c) received by the addressee as sent by express
delivery service (receipt requested) in each case to the appropriate addresses,
telex numbers and telefax numbers as the party may designate to itself by notice
to the other parties:
(i) if to ESSTEC:
ESSTEC, INC.
Attn: Mr. Abdul L. Saquib
6033 West Century Boulevard
Suite 500
Los Angeles, CA 90045
(ii) if to RAHMAN:
Monis Rahman
20 Flynn Street
Mountain View, CA 94043
13. Severability of Agreement. Should any part of this Agreement for any
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reason be declared invalid by a court of competent jurisdiction, such decision
shall not affect the validity of any remaining portion, which remaining
provisions shall remain in full force and effect as if this Agreement had been
executed with the invalid portion thereof eliminated, and it is hereby declared
the intention of the parties that they would have executed the remaining
portions of this Agreement without including any such part, parts or portions
which may, for any reason, be hereafter declared invalid.
14. Prior Agreements. Any prior agreements between the parties with respect
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to this same subject matter is null and void.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of the
day and year first above written.
ESSTEC, INC.
/s/ Tariq Khan
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By: Tariq Khan
Its: President
/s/ Monis Rahman
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Monis Rahman