www.EXFILE.com 888.775-4789  --  DATAWATCH CORPORATION -- FORM 8K  EXHIBIT 10.1


    EXHIBIT
      10.1

    MANAGEMENT
      CONSULTING AGREEMENT

     

    This
      Management Consulting Agreement (the “Agreement”) is made as of October 22,
      2007, by and between Robert W. Hagger (“Hagger”) and Datawatch
      Corporation (the “Company”).

    


    WHEREAS,
      Hagger is the
      President and Chief Executive Officer (the “CEO”) of the Company;
      and

    


    WHEREAS,
      the Company and Hagger desire to provide for consulting services relating to
      the
      transition from Hagger to the Company’s newly elected President and CEO (the
“New CEO”) effective January 1, 2008;

     

    NOW,
      THEREFORE, in consideration of the foregoing and the agreements herein
      contained, and intending to be legally bound, the parties hereby agree as
      follows:

     

    1.  Continuation
      as CEO.  Hagger agrees to continue to serve as the CEO of the
      Company from the date of this Agreement until December 31, 2007 (the “Interim
      Period”), unless earlier terminated as specified in Section 5.  During
      this period, Hagger shall devote substantially all of his business time,
      attention and energies to the Company’s business and shall not engage in any
      other business activity without the Board of Directors’ approval.  As
      of January 1, 2008, or earlier, upon either the termination of Hagger’s
      employment by the Company without Cause (as defined herein) or by Hagger for
      Good Reason (as defined herein), the Company will reimburse Hagger for
      relocation expenses in connection with his relocation to Europe in accordance
      with the Company’s relocation policy, in an amount not to exceed
      $30,000.  The date of January 1, 2008 is referred to herein as the
“Transition Date.”

     

    2.  Consulting
      Services.  Unless the relationship is earlier terminated as
      provided in Section 6 hereof, for a period of 12 months after the Transition
      Date (the “Consulting Period”), Hagger or, at his option, a corporation or other
      entity of which Hagger is an employee or principal (the “Consulting Company”)
      (Hagger or the Consulting Company, as the case may be, in their role as
      consultant each are hereinafter referred to as the “Consultant”), will provide
      consulting services to the Company as provided herein.  Consultant
      will be available as reasonably requested by the Company, to provide such
      services and duties as the Company reasonably requests, with respect to
      training, advice and assistance to the Company and the New CEO in the transition
      to the position of Chief Executive Officer for the Company.  The
      issues on which Consultant may be requested to provide training, advice and
      assistance include SEC rules, regulations, filings and compliance, investor
      relations, banking facilities, the status of customer contracts and general
      business advice.  Consultant will determine his own hours and method
      of performing the consulting services; he may perform the services from any
      location; he will generally use his own tools and equipment; and he will not
      be
      supervised or controlled in the performance of his tasks by the
      Company.  Consultant agrees to perform his consulting services well
      and faithfully and to the best of his ability.  Consultant agrees to
      take no action prejudicial to the interests of the Company during the Consulting
      Period.

     

    3.  Consulting
      Fee.  As compensation for the provision of consulting services
      hereunder, the Company shall pay a consulting fee to Consultant during the
      Consulting Period on a monthly basis at the rate of $25,000 per
      month.  In addition, Consultant will be reimbursed by the Company for
      all reasonable and properly documented expenses incurred in connection with
      providing the consulting services, subject to the approval of the New CEO and
      in
      accordance with the Company’s expense reimbursement policies.  Other
      than as set forth in this Agreement or as otherwise required by law, neither
      Hagger nor the Consultant will be entitled to any other benefit or compensation
      in connection with the termination of Hagger’s employment by the Company or the
      performance of the consulting services hereunder.

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.  Independent
      Contractor Relationship.  The parties expressly understand and
      agree that, during the Consulting Period, Consultant’s status in relation to the
      Company will be that of an independent contractor, and that neither this
      Agreement nor the services to be rendered hereunder by Consultant will for
      any
      purpose whatsoever create an employment relationship between the
      parties.  Consultant will have exclusive responsibility for payment of
      all federal, state, and local income taxes, as well as all unemployment and
      disability insurance, social security, and other taxes, applicable to the
      compensation to be provided to him hereunder by the
      Company.  Consultant acknowledges that he will not receive any
      employee benefits from the Company, and that, as an independent contractor,
      Consultant will have exclusive responsibility to obtain and make payment for
      health insurance, life insurance, and any other benefits that he wishes to
      receive.  Further, Consultant agrees that, except as specifically
      authorized by the Company, he will not seek to bind the Company under any
      contract or other obligation.

     

    5.  Termination
      of Employment. During the Interim Period, Hagger’s employment may be
      terminated at any time by the Company, either with or without Cause (as defined
      herein), or by Hagger, either with or without Good Reason (as defined
      herein).  In the event of the termination of Hagger’s employment by
      the Company for Cause, Hagger’s resignation from employment without Good Reason,
      or his death or Disability (as defined herein), in each case prior to the
      commencement of the Consulting Period, this Agreement shall immediately and
      automatically terminate and the Company shall have no further obligations to
      Hagger hereunder.  For purposes of this Agreement, “Cause”
shall mean Hagger (i) engaging in willful and repeated gross negligence
      or gross
      misconduct, (ii) breaching a material fiduciary duty to the Company or
      (iii) being convicted of a felony, in any such case, to the demonstrable and
      material injury to the Company.  For purposes hereof, no act, or
      failure to act, on Hagger’s part, shall be deemed “willful” unless done, or
      omitted to be done, by Hagger not in good faith and without reasonable belief
      that any act or omission was in the best interest of the Company.  For
      purposes of this Agreement, Hagger’s termination of his employment by the
      Company will be considered for “Good Reason” if he terminates upon the
      occurrence of any one or more of the following events:  (i) a
      reduction in his base salary; (ii) a substantial reduction in his benefits
      without a similar reduction of the benefits of the other executive officers
      of
      the Company; or (iii) without his express written consent, his assignment
      to duties substantially inconsistent with his current position with the Company
      or a substantial reduction in his duties other than in connection with the
      employment of the New CEO.  For the purposes of this Agreement,
“Disability” shall mean any physical incapacity or mental incompetence
      (i) as a result of which Hagger is unable to perform the essential functions
      of
      his position as CEO for an aggregate of 90 days, whether or not
      consecutive, during any calendar year, and (ii) which cannot be reasonably
      accommodated by the Company without undue hardship.

     

    6.  Termination
      of Consulting Arrangement.  In the event, after the commencement
      of the Consulting Period, of the Consultant’s material breach of any term of
      this Agreement, or Hagger’s death or Disability (as defined herein), this
      Agreement shall immediately and automatically terminate and the Company shall
      have no further obligations to the Consultant.

     

    7.  Other
      Agreements.  Hagger understands and agrees that he remains subject
      to the Proprietary Information and Inventions Agreement, dated August 21, 2001,
      which remains in full force and effect.  The parties agree that the
      Employment Agreement between the Company and Hagger dated as of July 9, 2001
      has
      expired by its terms and that all provisions of the Employment Agreement,
      including without limitation the provisions relating to the payment of severance
      to Hagger in the event of the termination of his employment after the
      termination of the Employment Agreement, are terminated and are of no further
      force and effect.

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.  Conflicting
      Agreements.  Hagger hereby warrants that the execution of this
      Agreement and the performance of his obligations hereunder will not breach
      or be
      in conflict with any other agreement to which or by which Hagger is a party
      or
      is bound and that Hagger is not now subject to and will not enter into any
      agreement, including, without limitation, any covenants against competition
      or
      similar covenants that would affect the performance of his obligations
      hereunder.

     

    9.  Withholding;
      Taxes.  All payments made by the Company under this Agreement
      shall be subject to and reduced by any federal, state and/or local taxes or
      other amounts required to be withheld by the Company under any applicable
      law.

     

    10.  Miscellaneous.

     

    10.1.           Assignment.  Except
      as provided in Section 2 hereof with respect to the Consulting Company, Hagger
      shall not assign this Agreement or any interest herein.  The Company
      may assign this Agreement in connection with the sale of the Company or the
      sale
      of substantially all of the Company’s assets.  This Agreement shall
      inure to the benefit of the Company and shall be binding upon the Company and
      Hagger and their respective successors, executors, administrators, heirs and
      permitted assigns.

     

    10.2.           Severability.  If
      any portion or provision of this Agreement shall to any extent be declared
      illegal or unenforceable by a court of competent jurisdiction, then the
      application of such provision in such circumstances shall be modified to permit
      its enforcement to the maximum extent permitted by law, and both the application
      of such portion or provision in circumstances other than those as to which
      it is
      so declared illegal or unenforceable and the remainder of this Agreement shall
      not be affected thereby, and each portion and provision of this Agreement shall
      be valid and enforceable to the fullest extent permitted by law.

     

    10.3.           Waiver;
      Amendment.  No waiver of any provision hereof shall be effective
      unless made in writing and signed by the waiving party.  The failure
      of the Company to require the performance of any term or obligation of this
      Agreement, or the waiver by the Company of any breach of this Agreement, shall
      not prevent any subsequent enforcement of such term or obligation or be deemed
      a
      waiver of any subsequent breach.  This Agreement may be amended or
      modified only by a written instrument signed by Hagger and another officer
      of
      the Company authorized by the Board of Directors.

     

    10.4.           Notices.  All
      notices, requests and other communications provided for by this Agreement shall
      be in writing and shall be effective when delivered in person or three (3)
      business days after being deposited in the mail of the United States, postage
      prepaid, registered or certified, and addressed (a) in the case of Hagger,
      to the address set forth underneath his signature to this Agreement, or
      (b) in the case of the Company, to the attention of the Chairman of the
      Board at 271 Mill Road, Quorum Office Park, Chelmsford, MA 01824, and/or to
      such
      other address as either party may specify by notice to the other.

     

    10.5.           Entire
      Agreement.  This Agreement and the Proprietary Information and
      Inventions Agreement constitute the entire agreement between the Company and
      Hagger with respect to the terms and conditions of Hagger's employment with
      the
      Company and supersede all prior communications, agreements and understandings,
      written or oral, between them.

     

    10.6.           Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be original
      and
      all of which together shall constitute one and the same instrument.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    10.7.           Governing
      Law.  This Agreement, the relationships contemplated herein and
      any claim arising from such relationships, whether or not arising under this
      Agreement, shall be governed by and construed in accordance with the internal
      laws of the Commonwealth of Massachusetts without giving effect to any choice
      or
      conflict of laws provision or rule thereof.

     

    10.8.           Consent
      to Jurisdiction.  Each of the Company and Hagger, by its or his
      execution hereof, hereby irrevocably submits to the exclusive jurisdiction
      of
      the state or federal courts of the Commonwealth of Massachusetts for the purpose
      of any claim or action arising out of or based upon this Agreement, Hagger’s
      employment with the Company and/or the termination thereof, the consulting
      relationship contemplated herein and/or the termination thereof, or relating
      in
      any other manner to the subject matter hereof, and agrees not to commence any
      such claim or action other than in the above-named courts.

     

    IN
      WITNESS WHEREOF, this Agreement has been executed by the Company, by
      its duly authorized representative, and by Hagger, as of the date first above
      written.

     

     

     

    
      	 	
              DATAWATCH
                CORPORATION

            	 
	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


    

     

     

     

     

    
       

      
        	 	
                ROBERT
                  W. HAGGER

              	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	
              	 	 
	 	Address: