Consulting Agreement With George T. Haber

EXHIBIT 10.2
CONSULTING AGREEMENT


This CONSULTING AGREEMENT (the "Agreement") made as of this 20th day of July, 2000 ("Effective Date") by and between GigaPixel Corporation, a Delaware corporation ("Company"), and George T. Haber ("Consultant").


WHEREAS, GigaPixel desires consulting and similar services relating to GigaPixel's business; and


WHEREAS, Consultant desires to contract with the Company to perform such services.


NOW, THEREFORE, in consideration of the mutual covenants hereinafter recited, the sufficiency of which is hereby acknowledged, the parties agree as follows;


1. Consultancy. The Consultant shall serve as a consultant to the Company for a period commencing on the date of this Agreement for a period of two (2) years unless earlier terminated in accordance with Section 9 of this Agreement.


2. Scope of Work. The Consultant shall perform the services set forth in Exhibit A attached hereto (the "Services"). Any additions to or modifications of the Services shall be set forth in writing and shall be signed by both parties. The performance of services and compensation therefore necessary to the completion of such additions or modifications shall be governed by this Agreement unless otherwise described in the written agreement of the parties.


3. Performance Bonus Advance. Within sixty days after commencement of Consultant's services under this Agreement, the Company shall pay to the Consultant, in advance of the performance of two (2) full years of service under this Agreement, a performance bonus in the amount of $300,000 ("Performance Bonus").


4. Repayment Obligation. Concurrently herewith, the Consultant shall execute the contingent recourse non-negotiable promissory note attached hereto as Exhibit B (the "Note"). The Note shall provide that in the event that the Consultant, as maker of the Note, ceased to be engaged as a consultant or employee by the Company (or its successors or assigns) prior to the two year anniversary of the Effective Date of this Agreement, the principal balance of the Note shall become payable no later than one day after the termination of the consulting or employment relationship between the Consultant and the Company. Notwithstanding the foregoing, the Note shall also provide that if the Consultant ceases to be engaged as a consultant or employed by the Company for any of the following reasons, the repayment obligation therein shall not apply:


(a) Death or permanent disability of Consultant;


(b) Assignment of this Agreement to a subsidiary, parent, successor or affiliate of the Company.


5. Consulting Fees. The Company agrees to pay the Consultant a flat fee of $400,000 for the Services promptly upon the commencement of the consultancy relationship between the Company and Consultant.


6. Payments. The Company shall reimburse the Consultant for out-of-pocket expenses reasonably incurred by the Consultant in the performance of the Services upon the Consultant's submission of any request for reimbursement in a format consistent with the Company's policies from time to time in effect.


7. Confidentiality. The Consultant acknowledges that Confidential Information (as defined in Section 8 of this Agreement) is of great value to the Company. Accordingly, the Consultant agrees not to divulge to anyone, either during or after the term of this Agreement, any Confidential Information obtained or developed by the Consultant during the term of this Agreement. Upon the expiration or earlier termination of this Agreement, the Consultant agrees to deliver to the Compa ...