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Exhibit 10.30
CONSULTING RETAINER AGREEMENT
Between
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Dba RBL management Sciences
And
ESOFT CORPORATION
This Agreement defines the terms and conditions of the Consulting Retainer
Agreement between the above named parties, and it defines the related
tasks, deliverables and objectives to be undertaken by ▇. ▇. ▇▇▇▇▇▇▇.
Task Descriptions:
Task #1:
Serve as a Member of the Board of Directors of eSoft.
Task #2:
Formulate, in conjunction with eSoft personnel, a Strategic Partner Offer
Package and Prospect List . The Prospect List is to be comprised of applicable
firms who are candidates to resell and/or license eSoft products, and the Offer
Package is to contain:
a) A detailed product description
b) A competitive analysis
c) A market analysis
d) An ROI analysis for the strategic partner candidate.
e) Strategic Partner candidate benefits such as incremental revenue,
gross margins, strategic small office LAN market opportunities,
attainment of internet market image, etc.
f) Financial terms and conditions.
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CONSULTING RETAINER AGREEMENT, CONTINUED
Additionally, as a part of Task #2, assist in the recruiting of eSoft sales
staff, corporate executives, and additional Board members.
Task #3:
Initiate executive contact with certain of these Target Companies to qualify and
sell them on becoming an eSoft Strategic Partner(s) and/or eSoft reseller. The
objective is to consummate orders and/or agreements incorporating as much
initial cash payment to eSoft as possible.
For these tasks you will be responsible to and report directly to the
undersigned, but you will also interface with other eSoft senior employees on an
as needed basis.
Duration of Retainer: Twelve (12) Months.
Estimate of Labor to be Expended:
A. Labor: Task #1: As required to attend and participate in
eSoft Board meetings, including minor preparation
time.
Task #2: Up to ten (10) man-days through December 31,
1997.
Task #3: As required, and as agreed to from time to
time by eSoft executive management and/or the
undersigned.
Compensation:
A. For All Tasks: Cash Compensation of $1,200.00 per Man-day of
cumulative labor expended on each Task. A Man-day is equal to eight
(8) or more hours in a single calendar day. Partial days will be
pro-rated.
B. For Task #1: A fully vested Stock Option for 25,000 shares of eSoft
stock at a Strike Price of $1.00 per share, exercisable for up to
five (5) years from the date of grant, or until termination as a
Director, whichever occurs earlier.
C. For Task #3: Incentive Cash Commission equal to Two and One Half
Percent ( 2-1/2%) of the Net, Firm, Non-cancelable Order Value of
any eSoft-acceptable order(s) or agreement(s), or $15,000.00,
whichever is greater, resulting from the task efforts, provided said
orders or agreements, and the calculation of Net Order Value, meet
the following order criteria:
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CONSULTING RETAINER AGREEMENT, CONTINUED
Qualifying Orders must meet all of the following criteria:
a) Be from mutually agreed upon accounts with eSoft, and
b) Be received by eSoft prior to three (3) months following
the termination of Task #3 of this Retainer Agreement, and
c) Have customer payment(s) specified to be due and payable
within three years of the order date.
D. Stock Option Related to Task #3: You will be granted a Stock
Option for 25,000 shares of eSoft Corporation Common Stock, or for
10 shares for every $1,000.00 of total committed net order value,
whichever is greater, for each Strategic Alliance/Reseller
Qualifying Order or Agreement. The Strike Price of such Options
will be equal to the market value of eSoft stock on the day of
grant.
Payment Terms:
Consulting fees will be invoiced monthly (accompanied by a detailed time log),
and are due within fifteen (15) days of invoice. Cash commissions, and the grant
of stock options, are due within thirty (30) days of eSoft order acceptance
(Task #3), and upon appointment to the Board of Directors (Task #1).
Expenses.
Actual and reasonable travel, phone and per diem expenses will be reimbursed in
accordance with the Company policy for pre-approved business travel.
Associated Understandings:
Work to be conducted primarily from your home. eSoft will provide supporting
materials such as demonstration equipment, collateral materials, stationery, and
a VoiceMail and E-mail mailbox. Work is to begin as soon as possible.
Termination:
This Retainer Agreement in its entirety, or any individual Task contained
therein, may be terminated by either party with written notice. It may be
extended by agreement of both parties.
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CONSULTING RETAINER AGREEMENT, CONTINUED
Independent Contractor:
It is agreed that you will remain an independent contractor and are not an
employee of eSoft. Therefore, you are responsible for payment of all applicable
payroll taxes, and you are not entitled to any eSoft employee benefits.
We look forward to a productive relationship.
For
ESOFT CORPORATION
Date:
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Name & Title
ACCEPTED:
Date:
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