exv10w3



 






Exhibit 10.3









CONSULTING AGREEMENT



This Consulting Agreement (the “Agreement”), is made and entered into as of this 31th
day of March, 2005 by and between LCC International, Inc., a Delaware corporation with its
corporate offices at 7925 Jones Branch Drive, McLean, Virginia 22102 (“LCC”), and Michael S.
McNelly, an individual residing at 26052 Miralinda, Lake Forest, CA, 92630 (the “Consultant”).




WITNESSETH:



WHEREAS, LCC desires to (a) secure contracts with customers in the United States (the “Territory”)
for LCC’s provision of radio frequency engineering, system deployment (including site acquisition,
program management, permitting, and construction management) and related services, (b) secure
certain ongoing assistance with maintaining successful relationships with managing ongoing design
and deployment projects, and (c) secure consulting services relating to specific projects, which
are to be mutually agreed upon in advance and paid for on a time and expense basis for LCC and/or
certain LCC clients (collectively, the “Services”), and



WHEREAS, Consultant has significant knowledge, experience and contacts in the wireless
telecommunications industry and desires to assist LCC in (a) identifying opportunities and securing
contracts with such customers in the Territory for LCC to provide the Services, and (b) managing
certain projects undertaken for LCC clients, all in accordance with the terms of this Agreement;



NOW, THEREFORE, in consideration of the forgoing and the mutual covenants and agreements contained
herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:




     1. Engagement. LCC hereby engages Consultant as a non-exclusive Consultant and
consultant to (a) seek and identify customers in the Territory for LCC’s Services and to assist in
securing contracts with Approved Entities (as defined below), and (b) assist in managing and
maintaining successful relationships with specified LCC clients and/or providing guidance on
managing ongoing projects with LCC clients, and Consultant hereby accepts such engagement. In such
capacity, Consultant will use its best efforts to: (i) identify opportunities for LCC to provide
Services in the Territory; (ii) prepare and implement, with LCC’s prior approval, a customer and
opportunity specific strategy for securing a contract to provide such Services including, without
limitation, identifying the key individuals in each Approved Entity necessary to secure a decision
with respect to engaging LCC, (iii) contact, with LCC’s prior approval, the Approved Entity
regarding such opportunity; (iv) facilitate Approved Entity meetings, presentations and negotiating
sessions; (v) assist LCC in consummating transactions with such Approved Entities including,
without limitation, in securing a contract to provide the Services; (vi) assist LCC in maintaining
a satisfactory relationship with each Approved Entity with which LCC consummates a transaction; and
(vii) provide guidance and assistance in maintaining successful relationships with and managing
projects performed for LCC clients relating to this Agreement. Consultant agrees not to contact
any person, company, partnership, corporation, government entity or other entity concerning LCC or
its Services without LCC’s prior written approval (any such company, partnership, corporation,
government entity or other entity approved by LCC being referred to herein as an “Approved
Entity”).


2. Standard of Care; Reporting. Consultant will render the Services in accordance with
the standards of professionalism, skill, care and diligence normally expected of senior executive
personnel in publicly traded US corporations. Consultant shall keep LCC fully informed of, and
provide LCC with prompt written notice of any material developments relating to, Consultant’s
activities hereunder. No less than monthly, Consultant shall provide LCC with a written report
setting forth (i) all activities undertaken on behalf of LCC during the prior month, (ii) each
customer contacted, and the persons contacted, (iii) a summary of the progress made with respect to
securing business from the customer, and (iv) any


 









 






impact (timing, probability of success, and other
material items) on the then-current customer / opportunity specific plans then being implemented by
Consultant. LCC’s principal point of contact for all matters hereunder (including the submission
of reports, expense requests, etc.) shall be LCC’s CEO or such person(s) as the CEO shall designate
with respect to specific matters. Either party may change
their principal points of contact by written notice to the other party.



3. Compliance with Law. In connection with its activities under this Agreement,
Consultant shall comply with all laws, rules and regulations applicable to its activities hereunder
and shall secure and maintain all authorizations, permits, registrations, licenses, and approvals
necessary or required to conduct its activities and perform services hereunder. Consultant shall
be solely responsible for providing insurance and benefits to its employees, and shall indemnify,
defend and save LCC harmless from any and all loss, liability, cost or expense incurred by LCC due
to any failure of Consultant comply with this Section 3.



4. Relationship. Consultant and LCC hereby acknowledge and agree that LCC shall, by
itself or through third parties other than Consultant, have the right to seek, identify, implement
and enter into business relationships of any kind or nature in the Territory. LCC reserves the
right, in its sole and absolute discretion, to accept or reject any prospective customer,
agreement, contract, project or business referred to LCC or pursued by Consultant. During the term
of this Agreement, neither Consultant nor any officer, director, employee, shareholder or affiliate
of Consultant shall, directly or indirectly, without LCC’s prior written consent, engage in,
support or assist, whether as an employee, owner, consultant, Consultant or otherwise any activity
related to, or any business engaged in the activity of providing, radio frequency engineering
consulting, design or optimization services, or system deployment services (e.g., site acquisition,
zoning, construction management, or site deployment project management services) services that
compete with the Services as provided by LCC (“LCC Competitor”). Consultant agrees that the
forgoing restrictions are reasonable and necessary to protect the legitimate interests of LCC in
protecting its trade secrets, proprietary information and business opportunities.



5. Compensation. As Consultant’s sole and exclusive compensation hereunder, LCC agrees to
provide Consultant with the following payments:




     (a) Commission Payments. Consultant shall be entitled to the Commission Payments set
forth in Exhibit A attached hereto under the terms set forth therein.



     (b) Consulting Support and Hourly Payments. Consultant shall be entitled to the
Consulting Support Payments and hourly fees as set forth in Exhibit A attached hereto under the
terms set forth therein.



     (c) Expenses. LCC will reimburse Consultant, at cost, for all reasonable
out-of-pocket travel or other business expenses directly incurred by Consultant in performance of
services (recognizing that Consultant may pro-rate certain expenses based on the proportion related
to the performance of the Services hereunder) for LCC under this Agreement provided that (i) all
travel and other expenses in excess of $500 shall be pre-approved by LCC, (ii) all travel, lodging
and meal reimbursements will be reimbursed only in accordance with LCC’s reimbursement policies
then-effect with respect to its senior employees, and (iii) all claims for expense reimbursements
shall be accompanied by receipts, with original receipts for all items over $25. Consultant shall
not be entitled to claim reimbursement for any general or administrative overhead expenses (e.g.,
office equipment and supplies, telephone charges, or similar charges) whether or not incurred while
performing services hereunder.


6. Payment Terms. Consultant shall invoice LCC on a monthly basis for any Commission
Payments, hourly fees or Consulting Support Payments due under Exhibit A earned during the prior
month, and any expenses incurred during the prior month that are subject to reimbursement under
Section 5 above. All invoices accepted by LCC for payment will be paid within thirty (30) days,
except that undisputed expense reimbursements shall be reimbursed within fifteen (15) days of
receipt by LCC. All prices and payments are inclusive of any and all taxes, duties and levies
payable with respect to the services rendered by Consultant hereunder.



7. Nondisclosure. Consultant agrees to treat as strictly confidential any and all
business, financial,


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marketing, product, technical or other information relating to LCC, its
employees, products, services, business or financial condition including, without limitation, any
information relating to (i) the identity of any company or customer which it contacts concerning or
on behalf of LCC, and (ii) the terms of any agreement, proposal or offer made or entered into with
any such company. Consultant shall not disclose any such information to any person, firm,
partnership, company, entity or third party without LCC’s express
prior written consent, unless disclosed to an employee of Consultant that has a need to know the
information in connection with the transactions contemplated by this Agreement. Consultant shall
not use any such information other than in connection with its representation of LCC. Consultant
shall return all such information immediately upon the expiration or termination of this Agreement
or at any time prior thereto upon LCC’s request. The obligations set forth in this paragraph shall
survive any termination or expiration of this Agreement.



8. Term; Termination. This Agreement shall enter into effect as of the date first set
forth above and continue in full force and effect for an initial term of one year with continuing
one year renewal options, unless sooner terminated as follows:



(a) By the mutual agreement in writing of LCC and Consultant;



(b) By either party upon giving the other not less than forty-five (45) days written notice prior
to the expiration of the initial term, or subsequent renew terms, if any;



(c) by either party upon written notice of termination in the event of a material breach by the
other party that such party fails to cure, or demonstrates a diligent effort to cause a cure if it
is not reasonably possible to cure within the notice period within thirty (30) days of receiving
written notice of default from the non-breaching party; or



(d) By either party immediately upon written notice in the event the other party is adjudicated
bankrupt, files a voluntary petition in bankruptcy, is the subject of an involuntary petition in
bankruptcy or makes a general assignment for the benefit of creditors.



Upon the expiration or termination of this Agreement, each party shall be released from all
obligations and liabilities hereunder arising after the date of such termination, except that the
(i) expiration or termination of this Agreement shall not affect Consultant’s obligations under
Sections 3, 4, 7, 9, 10 and 13 hereof, and (ii) LCC will pay and continue to pay any Commission
Payments that have been fully earned and are then-payable under Exhibit A (provided, however, that
commission payments under definitive agreements executed prior to termination shall continue to be
paid following termination as such payments are received by LCC, and provided, further that such
post termination payments shall cover only the Services engagement(s) that were secured by
Consultant’s efforts during the term hereof), (iii) LCC will pay all Consulting Support payments
earned through the date of termination, and (iv) LCC will reimburse all approved expenses incurred
up to the date of termination or expiration. Notwithstanding anything else herein to the contrary,
only in the case of a termination by LCC under 8(b) above, in the event LCC enters into a
definitive agreement within forty five (45) days after the date of such termination to provide
Services to an Approved Entity and securing such agreement was both (i) the subject of an
Opportunity Identification Form, in the form attached hereto as Exhibit B, executed between the
parties, and (ii) obtained through the efforts of Consultant (such that an additional payment would
have been due and payable under Exhibit A but for such termination) then LCC shall also pay
Consultant the applicable Commission Payment in accordance with Exhibit A. Consultant agrees that
LCC shall be under no obligation to extend or renew this Agreement for any reason. Consultant
agrees that upon termination or expiration of this Agreement for any reason, except as specifically
set forth herein, LCC shall not be liable to Consultant for any termination compensation or other
compensation whatsoever, whether based on goodwill established, clientele or customers obtained,
expenses incurred, or otherwise. Upon termination of this Agreement, Consultant shall
immediately cease all activities or conduct that might cause anyone to believe that Consultant is a
Consultant of LCC or is otherwise connected with LCC, and Consultant shall also immediately cease
using any advertising materials, trade names, trademarks and service marks relating to LCC, its
services and/or products.



9. Relationship; Reserved Authority. The relationship described herein is that of
independent contractors, and nothing herein shall be construed to create a partnership, employment,
joint venture or principal-agent relationship. Under no circumstances


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shall Consultant be entitled
to (a) incur any obligation on behalf of LCC or to bind LCC in any way whatsoever, or (b) receive
any employment benefits from LCC including, without limitation, workers compensation, medical or
other insurance benefits generally provided to LCC’s employees. Consultant acknowledges and agrees
that its right to use any trademark, servicemark, tradename or logo of LCC is derived solely and
exclusively by virtue of its activities hereunder, and Consultant agrees (i) not to register or
file for the use of any such trademark, servicemark, tradename or logo expect for the sole
and exclusive benefit of LCC, and (ii) all such use shall inure to the sole and exclusive benefit
of LCC. Consultant agrees to execute any and all documents requested by LCC to evidence or perfect
LCC’s rights to such trademarks, servicemarks, tradenames or logos.



10. Indemnification. Consultant hereby agrees to indemnify, defend and save LCC harmless
from and against any and all damages, liability, costs or expenses (including attorney’s fees)
arising out of or in connection with any act or omission of Consultant in rendering services to LCC
under this Agreement including, without limitation, any breach of the provisions of Sections 3, 4,
7, 9 and 13 hereof. The obligations under this Section 10 shall survive any termination or
expiration of this Agreement. Consultant shall secure and maintain insurance adequate for its
business including, without limitation (a) workers’ compensation insurance as required by
applicable law, (b) general liability and automobile coverage in amounts customary for business
enterprises of its size and operations.



11. Entire Agreement; Amendments. With the exception of those agreements executed between
the parties in connection with Consultant’s prior employment with LCC, this Agreement constitutes
the entire agreement between the parties, and supersedes any prior agreements, regarding the
subject matter hereof. No waiver of any provision hereof shall be deemed a waiver of any
subsequent breach of this Agreement. No modification, amendment or alteration to or from the terms
of this agreement shall be effective unless set forth in a written amendment specifically referring
to this Agreement and executed by both parties.



12. Assignment; Delegation; Change in Control. Consultant shall not be entitled to
assign, transfer or otherwise convey this Agreement or all or any portion of its rights, duties or
obligations under this Agreement. Consultant shall not subcontract, sublicense, license or
delegate, directly or indirectly, any of its rights, duties or obligations hereunder without the
express prior written approval of LCC. Any transfer, assignment, delegation or other action, or
attempted transfer, assignment, delegation or other action in violation of this Section 12 shall be
null and void, and shall constitute a material breach of this Agreement. LCC shall have the right,
with immediate effect, upon written notice to Consultant, to terminate this Agreement in the event
of any material change in the ownership of Consultant, or in the event of any change in the control
of Consultant, or in the event LCC determines, in its sole discretion, that any one or more of the
person(s) assigned by Consultant to support LCC under this Agreement are no longer acceptable to
LCC.



13. Ownership. Any and all information, reports, client information or files, proposals,
business opportunities, minutes of client meetings, inventions, discoveries, trade secrets, data
and other intellectual property made, developed, conceived of or reduced to practice by Consultant,
alone or jointly with others, arising out of or in connection with the performance of services
hereunder shall be and remain the exclusive proprietary property of LCC and, to the maximum extent
allowable, shall be deemed works made for hire under applicable law. Consultant agrees to inform
LCC of all such developments, materials and information, and execute any and all documents deemed
necessary or desirable by LCC to evidence its ownership of the same. All confidential or
proprietary information owned by Consultant prior to execution of this Agreement shall remain the
property of Consultant.



14. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, without regard to principles of conflicts
of law. Any dispute, claim or controversy arising out of or in connection with the Agreement,
including any questions regarding its existence, validity or termination, shall be exclusively
referred to and finally resolved by arbitration in Fairfax County, Virginia under the rules of the
American Arbitration Association before a single independent arbitrator appointed in accordance
with such rules. Notwithstanding the foregoing, each party shall have the right (without regard to
any requirement for arbitration set forth herein) to seek and obtain


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injunctive and/or other
equitable relief, to enforce this Agreement or prevent a breach hereof, in the Virginia District
court for Fairfax County, Virginia or the federal court for the Commonwealth of Virginia, with such
courts having exclusive jurisdiction over such proceedings, and each party hereby waives any and
all objections to personal or subject matter jurisdiction in such court. The prevailing party shall
be reimbursed reasonable attorney’s fees and costs by the losing party. The provisions of this
Section 14 shall survive the termination or expiration of this Agreement.



15. Notices. All notices shall be sent via certified mail with return receipt
requested, by Federal Express or by Facsimile (with electronic confirmation of receipt), and shall
be deemed effective upon receipt (as confirmed by return receipt, Fed Ex delivery, or electronic
confirmation) and shall be sent to the parties at the address noted above provided, however, that
all notices to LCC shall be copied to the attention of General Counsel, at the address noted above
or transmitted via facsimile (703) 873-2900.



IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth
above.




LCC INTERNATIONAL, INC.



By:  /s/ C. Thomas Faulders, III



Name: C. Thomas Faulders, III


Title: Chief Executive Officer



CONSULTANT



By:  /s/ Michael S. McNelly


Name:  Michael S. McNelly


Title:____________________________



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Exhibit A



COMPENSATION


Commission Payments.



In the event that, during the term of this Agreement or any renewal periods, LCC enters into a
definitive agreement to provide Services to an Approved Entity, for which an Opportunity
Identification Form was executed in the form of Exhibit B attached hereto, that was secured
directly as a result of Consultant’s efforts hereunder, then Consultant shall be entitled to a
commission payment equal to, unless a different percentage is set forth in the relevant opportunity
identification form, [                             
                            
                      
                        
                         ] from the Approved Entity for Services. For
the purposes of this Agreement, the term [                             
                            
                      
                        
                         ] Consultant’s commission shall be earned and payable, pro rata, as
payments are received by LCC from the Approved Entity under the definitive agreement.



Consulting Support Payments



During the term of this Agreement, Consultant shall provide support and assistance to LCC in
maintaining successful relationships with, and providing ongoing advice and assistance to support
successful implementation and management of projects undertaken for,
[                             
                            
                      
                        
                         ].
In consideration of Consultantsprovision of such services, LCC agrees to pay Consultant Consulting Support Payments equal to:





	 	(a)  	[                             
                            
                      
                        
                         ] during the term of this Agreement and any renewal periods; and
	 
	 	(b)  	[                             
                            
                      
                        
                         ] during the term of this Agreement and any renewal periods.




Time and Expense:



In the event that LCC desires to utilize the services of Consultant on a time and expense basis,
LCC agrees to pay Consultant at a rate of [                             
                            
                      
                        
                         ].




Initialed
by:      /s/
CTF      /s/ MMC            

                              LCC           Consultant



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Exhibit B



Opportunity Identification Form



     This Opportunity Identification Form is entered into pursuant to that certain Sales Consultant
Agreement between LCC International, Inc. and Michael S. McNelly, dated March 31, 2005 (the
“Agreement”) to identify an opportunity to be pursued by Consultant for which a Commission Payment
will be made under the terms of the Agreement.



	 	 	 
	Name of Approved Entity:

	 	________________________________
	Region / Market:

	 	________________________________
	Contact Person(s) at
	 	 
	  Approved Entity:

	 	________________________________






	 	 	 
	Description of Objective:

	 	________________________________
	

	 	________________________________
	

	 	________________________________
	

	 	________________________________





[Note: the description should be fairly precise in terms of the opportunity being pursued, the
timeframe during which the objective will be achieved, and the services being offered to the
Approved Entity, e.g., a 50 site deployment project for AT&T Wireless in the San Francisco area.]



Estimated Date to Complete Objective: _____________________________



Other Commission/Bonus Payment (completed only if such Payments vary from Exhibit A, but which
shall be paid in accordance with the terms of Exhibit A):





___% [        ], or

$____________
[                     
            ].


All other terms and conditions of the Agreement remain in full force and effect.



Signed this _________ day ___________, 200__.





	 	 	 
	LCC INTERNATIONAL, INC.

	 	CONSULTANT
	 
	 	 
	By: _______________________________
	By: _______________________________
	Name: _____________________________

	 	Name: _____________________________



	Title: ______________________________

	 	Title: ______________________________









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Exhibit B (i)

Establishment of Existing Approved Entities as of March 31, 2005


The following shall be considered Approved Entities at the time that this Agreement is fully
executed:




	 	 	 
	Name of Approved Entity:

	 	[           ]
	Region / Market:

	 	Nationwide
	Contact Person(s) at
	 	 
	   Approved Entity:

	 	[           ]





Description of Objective: Development
  of a partnership focused at the [                             
                            
                      
                        
                         ].
This partnership would also be targeted
at developing and utilizing existing capabilities within LCC to facilitate the[                             
                            
                      
                        
                         ].





	 	 	 
	Name of Approved Entity:

	 	[                             ]


	Region / Market:

	 	Nationwide [                             ]
	Contact Person(s) at
	 	 
	  Approved Entity:

	 	[                             ]





Description of Objective: [                             
                                          
                                          
   ]



All other terms and conditions of the Agreement remain in full force and effect.



Signed this 31st day of March, 2005.




	 	 	 	 	 	 
	LCC INTERNATIONAL, INC.
  

  	 	 	CONSULTANT
	 	 
	 	 	 	 
	By:	/s/ C. Thomas Faulders, III	 	 	By:	/s/ Michael S. McNelly

	 	
	 	 	 	



	Name:	 C. Thomas Faulders, III 	 	 	Name:	Michael S. McNelly  
	 	
	 	 	 	


	Title:	Chief Executive
        Officer 
	 	 	Title: 	 

	 	
	 	 	 	











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