Exhibit 10.8
Consulting Agreement (this "Agreement') made this 22nd day of July 2002, between
Wire One Technologies, Inc., a Delaware corporation having its principal office
at 225 Long Avenue, Hillside, New Jersey 07205 (hereinafter "Wire One"), and
Lewis Jaffe, 47 Gerald Road, Marblehead, MA 01945 (hereinafter "Consultant").
Whereas, Consultant is currently employed by Wire One as President and Vice
Chairman under an agreement dated April 24, 2002 (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
Consultant's return to his position as management consultant to assist Wire
One's management in the areas of corporate development and investor relations,
which position Consultant held preceding the Employment Agreement. 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 August 1, 2002
(the "Employment Agreement Termination Date"). Consultant shall, upon such
termination, become entitled to receive severance compensation in connection
therewith, in the form of a grant of a non-qualified stock option under the
Company's 2000 Stock Incentive Plan (the "Plan") to purchase 84,000 shares of
the Company's common stock (the "Common Stock"), at an exercise price equal to
the closing price of the common stock on the NASDAQ National Market on the date
hereof. Your right to exercise such option shall vest as follows: 50% upon
grant, and 50% on July 31, 2003. The foregoing, as well as such other terms and
conditions as Wire One may deem appropriate, shall be set forth in a definitive
stock option agreement in Wire One's customary form. Your rights as an optionee
shall, to the extent not inconsistent with this agreement, be governed by the
terms of such stock option agreement and the Plan. (b) The term of Consultant's
services under this Agreement (the "Consultancy Term") shall commence upon the
execution of this Agreement and shall, subject to Paragraph 5 below, terminate
on July 31, 2003.
2. Services. Consultant shall perform the following services hereunder:
A. Assist Wire One in identifying and, if Wire One so directs, pursuing
opportunities for corporate alliances, acquisitions and mergers;
B. Assist Wire One in the field of investor relations, including
presentations to and other communications with current and potential
investors in Wire One.
C. Advise Wire One on the means by which Wire One may achieve the goals
in its business plan.
3. Compensation. As compensation for Consultant's services under this
Agreement during the Consultancy Term, Wire One shall permit Consultant to
retain a portion of the stock option granted to him under Paragraph 2(c)
of the Employment Agreement (the "Employment Agreement Stock Option"), to
the extent of an option to purchase 50,000 shares of Wire One Common
Stock, to vest in ten installments of 5,000 shares per month, commencing
on September 30, 2002, and exercisable, within each such installment, at a
price of $3.04 per share as to 84% of such shares and $2.82 per share as
to 16% of such shares, provided that such installments shall cease to vest
upon any termination of the Consultancy Term in accordance with Paragraph
5 below. Consultant shall forfeit the remaining portion of the Employment
Agreement Stock Option (that is, as to a total of 200,000 shares) upon the
Employment Agreement Termination Date; Consultant shall, however, continue
to retain the stock option granted to him under his initial consulting
agreement with Wire One dated September 21, 2001. 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 Plan. Wire One shall,
in addition to Consultant's compensation, reimburse Consultant for all
reasonable expenses incurred by Consultant in the performance of his
duties under this agreement, upon submission of evidence thereof
reasonably satisfactory to Wire One.
4. Information. From time to time as requested by Consultant, Wire One shall
furnish to Consultant all information that is reasonably necessary to
enable Consultant to perform his duties under this agreement. Consultant
shall not disclose any confidential information
furnished to him by Wire One unless, and then only to the extent that,
such disclosure is so necessary.
5. Consultant's Other Activities. Wire One acknowledges that Consultant plans
to pursue employment by an employer other than Wire and that Consultant
shall have the unrestricted right to pursue such employment, whether or
not such employment results in a conflict of interest with the interests
of Wire One (a "Conflict"). If Consultant secures any such employment (of
which Consultant shall promptly notify Wire One, for purposes of both this
Paragraph 5 and of Paragraph 1 (a) above), (a) Consultant shall have the
right to terminate the Consultancy Term upon at least ten days' prior
written notice to Wire One and (b) if Wire One reasonably determines that
such employment results in a Conflict, Wire One shall have the right to
terminate the Consultancy Term upon at least ten days' prior written
notice to Consultant.
6. Ownership of Materials. Any compilation of data, work product and other
materials provided or obtained by Consultant in performing his duties
under this agreement shall be the sole and exclusive property of Wire One.
7. 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. 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/ Jonathan Birkhahn
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Jonathan Birkhahn
By: /s/ Lewis Jaffe
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Lewis Jaffe