Exhibit 10.2


 


CONSULTING AGREEMENT


 


THIS CONSULTING AGREEMENT (“Agreement”) is
made and entered into as of the 29th day of January, 2006 between Intrado Inc.,
a Delaware corporation (the “Company”) and Larry Jennings (“Executive”),
collectively the “Parties.”


 


WHEREAS, Executive has served since 1999 as the
Company’s Chief Operating Officer and acquired substantial knowledge,
information and skills related to the Company that are crucial for its future
success over the course of his employment with the Company and its predecessors;
and


 


WHEREAS, the Company deems it in its best interests
to secure an arrangement whereby the Company may utilize the Executive’s knowledge,
information and skills after the Executive’s termination from employment with
the Company by engaging Executive to provide consulting services to the Company,
and Executive desires to be engaged by Company pursuant to the terms of this Agreement;


 


NOW THEREFORE, in consideration of the foregoing,
the mutual covenants set forth herein and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Parties
hereby agree as follows:


 


1.                                       Engagement.


 


1.1.                              During the “Term,” as defined in Section 2 below, and following
the termination of Executive’s employment with the Company, Company agrees to
engage Executive to provide to the Company the “Consulting Services” as
defined, and under the conditions set forth, in “Exhibit A”, attached
hereto and incorporated by reference herein; and Executive accepts such
engagement. Subject to any applicable covenant not to compete that may govern
Executive’s relationship with Company, the Consulting Services shall be
non-exclusive as to both Company and Executive, and Executive shall be free to
provide the same or similar consulting services for third parties.


 


1.2                                 Executive shall perform his duties and
responsibilities professionally, to the best of his abilities, and in a
diligent manner. Executive agrees that during the Term (as defined below) he
will not enter into any agreement, understanding or relationship that would
prohibit his performance of the Consulting Services. In performing his duties
hereunder, Executive shall comply with applicable law and the Company’s Code of
Conduct and Business Ethics.


 


1.3                                 The Parties acknowledge and agree that
Executive shall be an independent contractor and not an employee of the
Company.  If Executive determines that it
is appropriate to carry his own professional liability insurance, she shall be
responsible for maintaining and paying for such insurance.  Executive shall be solely responsible for
payment of his own income and other taxes. 
Executive shall provide his own equipment and supplies.  Subject to the provisions set forth in Exhibit A,
the Parties agree that Company shall not have a right to direct or control
generally when, how, in what sequence, or where Executive performs his work
hereunder, although Company shall keep Executive reasonably informed of the
underlying purposes for which the work is being done.  Executive shall have sole discretion with
respect to the location and other aspects of his physical work
environment.  Subject to the provisions
set forth in Exhibit A, Executive will schedule his own time in the
satisfaction of his obligations hereunder but will make all reasonable efforts
to make himself available for Company-related meetings and deadlines that are
time-sensitive. Company shall provide Executive with reasonable administrative
support from a location determined in Company’s sole discretion.


 


2.                                       Term of Agreement. The term of this Agreement shall commence on
the first day following the effective termination date of Executive’s
employment and shall continue for twelve (12) months from said termination date,
except as may be otherwise terminated earlier as provided in Section 4 of
this Agreement (the “Term”).  This
Agreement shall be renewed for an additional twelve (12) months, unless either
party provides written notice to the 


 

















 


other
party of an intent not to renew the Agreement which notice shall be delivered at
least thirty (30) days prior to the expiration of the Agreement.


 


3.                                       Compensation and Related Matters.


 


3.1                                 Compensation.  During
the Term, Company shall pay to Executive a monthly fee of nine thousand, two dollars
($9,200) (“Consulting Fee”).  The
Consulting Fee shall be paid in arrears, payable on the first day of each month
of the Term.


 


3.2                                 Expenses. Company shall, within thirty (30) days of its receipt of a request
for reimbursement made by Executive, pay Executive for all out-of-pocket
expenses related to the provision of the Consulting Services that are actually
paid or incurred by Executive.  Executive
agrees to comply with Company’s policies in this regard.  Company shall pay Executive’s expenses in
advance where reasonably practicable including, by way of example only, airfare
related to approved travel.


 


4.                                       Termination. Executive’s engagement hereunder may be terminated under the
following circumstances:


 


4.1                                 Death. Executive’s engagement hereunder shall terminate upon his death.


 


4.2                                 Disability. If Executive becomes physically or mentally disabled during the Term
such that he is unable to provide the Consulting Services for a period of six (6) consecutive
months in any twelve (12) month period (a ‘Disability”), Company, at its
option, may suspend the compensation described in Section 3.1 above until
such time as Executive is able to provide the Consulting Services, at which
time, said payments would be reinstated for the remainder of the Term, if any.


 


4.3                                 By the Company. Upon written notice, and the failure to
cure any alleged breach within thirty (30) days of such notice, Company may
terminate Executive’s engagement hereunder only for Cause
(as defined below). For purposes of this Agreement, Company shall have “Cause”
to terminate Executive’s engagement hereunder only upon the: (a) willful
misconduct or gross or persistent negligence in the discharge of Executive’s
duties as a consultant which is materially injurious to the financial condition
of Intrado; (b) breach of either the Nondisclosure Agreement executed by
and between the Parties or the Amended and Restated Non-Competition Agreement
executed by and between the Company and Executive on December 31, 2005 (“Non-Compete
Agreement”); (c) commission of an act of dishonesty that is reasonably expected
to be materially injurious to the financial condition of Intrado; (d) willful
or knowing violation of any rules or regulations of any governmental or
regulatory body, which is or is reasonably expected to be materially injurious
to the financial condition of Intrado; or (e) conviction of, or plea of
guilty or nolo contendere to, a
felony.


 


4.4                                 By Executive.  Executive
may terminate upon a breach of any material provision of this Agreement by
Company, which breach shall not have been cured by Company within thirty (30)
days of receipt of written notice of said breach.


 


5.                                       Confidentiality.  Executive
agrees that, during the Term of this Agreement and for any subsequent periods
expressly included in the binding Nondisclosure Agreement executed by and between
the Parties, and following the termination of this Agreement, by the Non-Compete
Agreement, Executive will not use, disclose or otherwise communicate to any
third party any specialized knowledge or other trade secret of the Company, its
predecessors and/or successors, as defined in such Nondisclosure Agreement
and/or the Non-Compete Agreement, both of which are incorporated herein by
reference and shall be controlling in the event of any inconsistency with this
Agreement.


 


6.                                       Tangible Items. All files, records, documents, manuals,
books, forms, reports, memoranda, studies, data, calculations, recordings and
correspondence, in whatever form they may exist, and all copies, abstracts and
summaries of the foregoing and all physical items related to the business of
Company and its affiliates, other than merely personal items, whether of a
public nature or not, and whether prepared by Executive or not, and which are
received by Executive from, or on behalf of Company or an Affiliate, or created
by Executive, in the course of his engagement hereunder are and shall remain
the exclusive property of Company and any such Affiliate.  No such items shall be removed from premises
of the Company or such Affiliate, as the case may be, except as required in 


 


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the
course of Executive’s engagement hereunder, and except with the prior written
consent of the Company’s Chief Executive Officer or his authorized designee.


 


7.                                       Trade Secrets, Inventions and Patents. Executive agrees that all trade secrets, inventions,
innovations, ideas, concepts, improvements, developments, methods, designs,
analyses, drawings, reports, and all similar or related information that are
strictly contemplated as part of the Consulting Services and that relate to the
actual or anticipated business, services, research and development of Company
or any of its Affiliates or existing or future products or services of Company
or any of its Affiliates, tangible or intangible, and that are conceived,
developed or made by, or at the direction of, Executive while engaged by
Company, and all rights to the results and proceeds of any thereof and all now
known and hereafter existing rights of every kind and nature throughout the
universe, in perpetuity and in all languages, pertaining to such results and
proceeds and all elements thereof for all now known and hereafter existing
uses, media and form will be owned exclusively by Company; and the foregoing is
inclusive of a full irrevocable and perpetual assignment to Company. Executive
agrees to execute at any time upon the Company’s request such further documents
or do such other acts (whether before, during or after the Term) as may be
required to evidence and/or confirm the Company’s ownership of any or all of
the foregoing. The termination, completion or breach of this Agreement for any
reason and by either party shall not affect the Company’s exclusive ownership
of any or all of the foregoing. 
Notwithstanding the foregoing, the Company agrees that it shall have none
of the above rights, title or interests in or to any intellectual property that
falls outside the scope of this Agreement, and Company hereby waives any and all
claims thereto. Executive reserves all right, title and interest in such
separate intellectual property.


 


8.                                       Executive Representations.  Executive
hereby represents and warrants to the Company that: (a) during the term of
this Agreement, Executive shall be obligated to comply with the terms and
conditions imposed by the Amended and Restated Non-Competition Agreement
between the Executive and the Company, a copy of which is attached hereto and
incorporated by reference herein; (b) the execution, delivery and
performance of this Agreement by Executive will not conflict with, breach,
violate or cause a default under any employment, non-competition or
confidentiality contract or agreement; instrument; order, judgment or decree to
which Executive is a party or by which he is bound, and (c) upon the
execution and delivery of this Agreement by Company, this Agreement shall be
the valid and binding obligation of Executive, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency and similar laws
affecting the rights of creditor generally.


 


9.                                       Company Representations. Company represents and warrants (a) that
it is duly authorized and empowered to enter into this Agreement, (b) the
execution, delivery and performance of this Agreement by Company does not and
will not conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which Company is a party or
by which it is bound, and (c) upon the execution and delivery of this
Agreement by Executive, this Agreement shall be the valid and binding
obligation of Company, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting the rights of
creditor generally.


 


10                                    Notices. For the purposes of this Agreement, notices, demands and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when received if delivered in person or by
overnight courier or if mailed by United States registered mail, return receipt
requested, postage prepaid, to the following addresses:


 


If to Executive:


Larry Jennings


4446 St. John’s Ave


Boulder, CO 80301


 


If to Company:


Intrado Inc.


1601 Dry Creek Drive


Longmont, Colorado 80503


Attn: General Counsel


Copy to: Chief Financial Officer


Fax No.: (720) 494-6600


 


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Either
party may change its address for notices by written notice to the other party
in accordance with this Section.


 


11.                                 General
Provisions.


 


(a)                                  Severability.  It is the desire and intent of the parties
hereto that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. 
Accordingly, if any particular provision of this Agreement shall be
adjudicated by a court of competent jurisdiction to be invalid, prohibited or
unenforceable for any reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.  Notwithstanding the foregoing, if such
provision could be more narrowly drawn so as not to be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so
narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.


 


(b)                                 Complete
Agreement.  This Agreement, along with
the Nondisclosure Agreement and the Non-Compete Agreement expressly referred to
and incorporated herein, embody the complete agreement and understanding among
the parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to the subject matter hereof.


 


(c)                                  Successors
and Assigns.  Except as otherwise
provided herein, this Agreement shall bind and inure to the benefit of and be
enforceable by Executive and the Company and their respective successors,
assigns, heirs, representatives and estate; provided, however, that the rights
and obligations of Executive under this Agreement shall not be assigned without
the prior written consent of the Company. 
The Company may assign this Consulting Agreement and its rights,
together with its obligations hereunder, in connection with any sale, transfer
or other disposition of all or substantially all of its assets or business,
whether by merger, consolidation or otherwise; provided, however, that the
purchaser or successor expressly assumes the provisions of this Agreement or
becomes liable under this Agreement by operation of law.


 


(d)                                 Governing
Law.  This Agreement will be governed
by and construed in accordance with the laws of the State of Colorado without
giving effect to any choice of law or conflicting provision or rule that
would cause the laws of any jurisdiction other than the State of Colorado to be
applied.


 


(e)                                  Arbitration.  Except as provide in subparagraph
(iv), below, all disputes or controversies arising out of or relating to this
Agreement, Executive’s engagement as a consultant with Intrado, or the
termination or cancellation of such engagement or this Agreement, including
without limitation any claim by Executive under any federal, state or local law
or statute, shall be resolved by final and binding arbitration in Denver,
Colorado in accordance with the following provisions:


 


(i)                                     Because Intrado operates in interstate commerce, the
Federal Arbitration Act, 9 U.S.C. § 101 et seq.,
shall govern the arbitration, which shall be conducted pursuant to the
then-prevailing rules of the American Arbitration Association (AAA) and
its Employment Dispute Resolution Procedures.


 


(ii)                                  The Arbitrator may permit limited discovery and any
discovery disputes shall be resolved in favor of expeditious and cost-effective
resolution of the dispute.  Following the
hearing, the Arbitrator shall render a reasoned decision within thirty (30) days,
or as soon thereafter as is administratively practicable.  The decision of the Arbitrator, which may
include equitable relief (but not punitive damages), shall be final and binding
on the parties and judgment upon the decision may be entered in any court of
competent jurisdiction pursuant to the Federal Arbitration Act.


 


(iii)                               If Executive substantially prevails in any
arbitration, Executive shall be entitled to receive its reasonable attorneys’
fees, reasonable expert and non-expert witness costs and expenses, and other
costs and expenses reasonably incurred in connection with the arbitration
(together “Fees”) from the Company; provided, however, that the arbitrator
shall not award any Fees for time spent on 


 


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any claim or defense on which Executive did not substantially prevail.


 


(iv)                              Notwithstanding the foregoing provisions of this Section 11,
the following claims shall not be subject to arbitration:  actions for temporary injunctive relief to
enforce the provisions of Sections 5 hereof or to otherwise prevent unfair
competition or the use or disclosure of trade secrets or confidential
information pending a decision on any such claims by the Arbitrator - it being
the express intention of this provision to allow court proceedings for temporary
injunctive relief to preserve the status quo pending arbitration of such
claims.


 


(f)                                    Amendment
and Waiver.  The provisions of this
Agreement may be amended and waived only with the prior written consent of the
Company and Executive, and no course of conduct or failure or delay in
enforcing the provisions of this Agreement shall affect the validity, binding
effect or enforceability of this Agreement or any provision hereof.


 


(g)                                 Headings.  The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


(h)                                 Gender;
Number.  Words of gender may be read
as masculine, feminine, or neuter, as required by context.  Words of number may be read as singular or
plural, as required by context.


 


(i)                                     Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


 


(j)                                     Survival.  The provisions of Sections 3,5,6,7, 8, 9, 10,
and 11 shall survive the termination of this Agreement.


 


(k)                                  Excused
Performance.  Except as is otherwise
provided in Section II-E of Exhibit A, neither Party will be deemed
in default nor will be responsible for delays or failures in performance
resulting from acts beyond the reasonable control of such Party.  Such acts will include, but not be limited
to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental
action or inaction, trade embargoes, fire, failures of suppliers,
unavailability of labor, materials, power, communication line failures,
earthquakes, or other disasters.


 


[Signature page follows.]


 


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IN WITNESS WHEREOF, each of the parties hereto has
executed this Agreement as of the day and year first written above.


 


 


INTRADO
INC.


 


 


	
  /s/ George Heinrichs

  	
   

  
	
  By:

  	
  George Heinrichs

  
	
   

  	
  Chief Executive Officer

  
	
   

  
	
   

  
	
  EXECUTIVE

  
	
   

  
	
   

  
	
  /s/ Larry Jennings

  	
   

  
	
  Larry Jennings

  
			



 


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EXHIBIT A – CONSULTING
SERVICES


 


Executive
shall advise and consult with the Company on the following matters and under
the following conditions during the Term (“Consulting Services”):


 


I.  Scope.


 


A.  The scope
of the Consulting Services shall be limited to any operational matter pertinent
to the Company as of the date of Executive’s termination of employment from the
Company.  Executive shall not be
responsible for advising or consulting on operational matters that pertain to
the Company’s prospective business, measured as of the date of Executive’s
termination of employment.   Specifically,
Executive shall not be responsible for providing Consulting Service in
connection with any new customers, partners or vendors (i.e., not in place at
the time of termination of employment).  Unless
Executive otherwise consents, Consulting Services shall be rendered to the
Company directly, and Executive shall not be responsible for providing
Consulting Services in the presence of any third parties.  Executive shall not be responsible for acting
as Company’s agent.


 


B.  Consulting
Services do not include Executive’s services that are in the nature of an “expert
witness,” including but not limited to appearance at any tribunal as the
Company’s witness or the sworn or other written testimony or similar
attestation in connection with a customer contract or an employment matter (“Expert
Services”).


 


II.  Allotted Hours For
Consulting Services & Other Conditions.


 


A.  Executive shall
be available to perform the Consulting Services a total of not more than twenty
(20) hours per month during the Term.


 


B.  There
shall be no “carry over” of hours month to month (i.e., this is a “use or lose”
arrangement).  Any number of allotted
hours in a given month that Company does not make use of under the terms of
this Agreement shall be deemed waived by Company.


 


C.  In the
event Executive is asked, and agrees, to provide Expert Services, Executive may
elect either of the following options as form of compensation therefore:


 


(1) An expert witness
fee in the form of either a flat fee or an hourly rate to be determined by
Executive; or


 


(2) A reduction in the
number of hours for Consulting Services (as set forth in Subparagraph A above)
which reduction shall be based on the fee Executive sets for his Expert
Services (as opposed to the hourly rate for Consulting Services); or


 


(3) A combination of
both (1) and (2) above; but in no case shall the value of this option
in Subparagraph (3) exceed the maximum benefit to Executive that would
otherwise be due in connection with either (1) or (2) above.


 


D.  Company
shall provide not less than five business days notice to Executive in advance
of the date and time on which Executive is asked to perform any given Consulting
Services.  Absent Executive’s consent,
the Consulting Services shall be performed telephonically, and Executive shall
not be required to personally appear at any particular physical location.


 


E.  Within
forty-five (45) days after termination of Executive’s employment with the
Company, and on each anniversary of that date during the Term, Executive shall
provide to Company an annual schedule of the dates on which Executive will
not be available to perform Consulting Services as a result of vacations,
holidays and the like; and absent Executive’s consent, Executive shall not be
responsible for performing Consulting Services on such dates.  The total of days in a given annual period
will not be substantially different than the number of days Executive was typically
unavailable (for vacation, holidays, etc.) as an 


 


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employee. 
Executive shall be allowed to amend such annual schedules in the event
that the Executive encounters unexpected circumstances which, in Executive’s reasonable
judgment, make it necessary to delete a date or dates (“Executive Modification”),
or where Executive’s performance is excused as provided in Section 11(k)
of the Agreement (“Forced Modification”), provided, however, that,
with respect to an Executive Modification: 
(a) no such changes in the schedule shall be allowed if doing
so would materially prejudice the Company; and (b) the Executive shall
provide reasonable advance notice to the Company which notice, absent exigent
circumstances, shall be delivered to Company not less than five (5) calendar
days prior to the date on which performance was scheduled, and shall state the
reason for such modification.  With
respect to a Forced Modification, Executive shall notify Company as soon as
reasonably practicable following Executive’s knowledge that the force majeur circumstance will prevent his
availability.  With respect to either an
Executive Modification or a Forced Modification, Executive shall promptly provide
Company with a revised schedule confirming the date or dates being deleted,
or excused as the case may be, along with the date or dates that Executive shall
be available for performance.


 


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