Exhibit 10.1


 


February 17, 2009


 


The Board of Directors

Ibis Technology Corporation

32 Cherry Hill Drive

Danvers, MA  01923


 


Re:                               Ibis
Dissolution and Liquidation


 


Dear Sirs:


 


This
letter will serve as the agreement between Ibis Technology Corporation (the “Company”) and Verdolino & Lowey, P.C. (the “Firm”) as to the terms and condition of the Firm’s
retention.


 


The
Firm’s services will include assisting the Company executing the wind-down and
dissolution of the Company.  The Firm and
the Company acknowledge that the purpose of the wind-down and dissolution is to
cause all of the Company’s liabilities to be paid and to distribute any and all
remaining funds to common stockholders in accordance with the laws of the
Commonwealth of Massachusetts.  Retention
of the Firm will be on the following terms and conditions:


 


1.                                       The
Company hereby retains the Firm to assist the Company in planning for the
efficient and cost-effective wind-down and dissolution of the Company to
perform all services necessary or convenient in connection with the wind-down
and dissolution including, but not limited to: payment of the Company’s
obligations and distribution of all remaining funds to common stockholders,
including addressing any necessary personnel issues such as payroll, benefits
and COBRA implementation; evaluating and monitoring the Company’s current
reserves for unknown or unanticipated expenses; identifying and causing the
Company to pay federal, state and local tax obligations; personal property
liquidation; payables payments; records retention; telephone inquiries from
vendors, customers and stockholders; and mail receipt and review.  The Firm shall also perform all accounting
services, including the preparation and filing of any and all state, federal
and local tax returns.  All services will
be performed by the Firm under and subject to the direction of the Board of
Directors of the Company (the “Board”) or its
designee.  Unless otherwise terminated
pursuant to Paragraph 10 below, the Firm’s services shall terminate on the date
on which the final distribution of proceeds is made to common stockholders of
record of the Company as of the Final Record Date (as defined in the Company’s
Plan of Complete Liquidation and Dissolution).


 

















 


2.                                       As
of the date Mr. Reid’s resignation, the Board shall elect Craig R. Jalbert
of the firm Verdolino & Lowey, P.C. (“Jalbert”)
as Chief Administrative Officer and President of the Company, with full
authority and discretion to take such actions as are necessary or convenient to
effectuate the wind-down and dissolution of the Company, subject to oversight
and direction of the Board.  The Firm
acknowledges that Jalbert is its employee and agent and the Firm assumes full
responsibility for Jalbert’s performance of services to the Company as an officer
or in any other capacity.  The Board
anticipates that it will require reports from Jalbert not less frequently than
quarterly.  All such reports shall set
forth in reasonable detail and be substantiated by documentation, where
appropriate, the actions taken, amounts paid on behalf of the Company,
including to third parties for legal, accounting, consulting and other services
rendered to the Firm in connection with the performance of its services
pursuant to this Agreement, charges billed by and paid to the Firm for work
performed during such period, all court filings and actions and all other
matters relevant to the wind-down and dissolution.  Jalbert shall be available to attend meetings
or otherwise communicate with the Board as it directs upon reasonable prior
notice.


 


3.                                       As
of the date of Mr. Schmidt’s resignation, the Board shall further elect
Jalbert as Treasurer and Secretary of the Company.


 


4.                                       If
the Board determines that the dissolution process should be effected through a
liquidating trust or an assignment for the benefit of creditors, the Board will
authorize Jalbert and/or the Firm to act as liquidation agent under the
liquidating trust or assignee under an assignment for the benefit of
creditors.  The Board may authorize the
Firm to act in some other similar position as appropriate to wind- down the
Company.


 


5.                                       The
basis for the Firm’s charges will be the time spent by the Firm’s
professionals, including Jalbert’s services as President and Chief
Administrative Officer, Treasurer and Secretary of the Company, as well as the
Firm’s managers, staff, bookkeepers and clerical staff, multiplied by their
respective hourly rates in effect from time to time.


 


The Firm’s rates,
which may be changed from time to time but no more frequently than annually, are
currently as set forth in Exhibit A, attached hereto.  There is a minimum charge of one-tenth of an
hour for each item billed, and the Company will be charged for all professional
time devoted to this matter, including telephone calls, intra-firm conferences
and travel.  The Firm agrees that it
shall not increase its rates on this project prior to September 1, 2009.


 


6.                                       The
Firm’s charges to the Company will include expenses reasonably incurred in
connection with the services rendered pursuant to this Agreement.  These expenses include copying,
communication, travel; storage, tax computer charges, and office and storage
supplies, and any other out-of-pocket expenses directly related to services
rendered.  The Firm will charge the exact
amount of expenses 


 


2

















 


incurred from any
outside vendor, without any mark-up or administrative charge. When services are
supplied by the Firm (for example, photocopying and telefacsimile
transmission), the Firm will charge its standard rate applicable at the
particular time.


 


7.                                       The
Board will pay the Firm a retainer of $10,000 for services to be rendered
pursuant to this Agreement.  The Firm
will render bills on a monthly or quarterly basis, and immediately pay them
from the retainer account.  Jalbert, as
President and Treasurer of the Company, will be authorized to remit to the Firm
the amount of each of its bills promptly in order to replenish the retainer.  The Firm will supply a copy of each invoice
to the Board at the time such invoice is rendered.  It is the intention of the parties that the
Firm shall have the cushion of this retainer until termination of the Firm’s
services by the Board, which shall occur no later than contemporaneously with
the final distribution to the common stockholders of the Company as of the
Final Record Date (as defined in the Company’s Plan of Complete Liquidation and
Dissolution).  Upon termination of the
Firm’s services hereunder, any amount remaining in the retainer account shall
be refunded to the Company.


 


8.                                       For
the period of the Firm’s retention, the Company shall maintain such director
and officer liability insurance as the Board deems appropriate (taking into
consideration the cost, risk profile, insurance market and other factors the
Board deems relevant).  The Company shall
also purchase coverage for such tail period after its final dissolution, as it
deems appropriate.  In his capacity as
President, Treasurer and Secretary of the Company, Craig R. Jalbert shall be
indemnified by the Company to the full extent provided to Company officers in
the charter, by-laws and Board resolutions of the Company as well as by an
director and officer liability insurance maintained by the Company.  The Company and the Firm may enter into a
separate Indemnification Agreement.


 


9.                                       Subject
to the direction and approval of the Board, the Firm shall have the authority
to engage, and to cause the Company to compensate, legal counsel, including
Choate Hall & Stewart and/or other firms, or individual attorneys, to
represent the Company and to provide legal advice and assistance concerning the
wind-down and dissolution of the Company and the performance of the Firm’s
services pursuant to this Agreement.


 


10.                                 This
Agreement may be terminated at any time, with or without cause, by either
party.  In the event of termination by
the Company, the Company shall provide the Firm with 30 days prior written
notice of termination.  In the event of
termination by the Firm, the Firm shall provide the Board of Directors with 60
days prior written notice of termination. 
The Firm shall ensure that Jalbert shall tender his resignation as
President, Treasurer and Secretary contemporaneously with termination of the
Firm’s services.  Termination of this
Agreement shall not terminate the Company’s obligation to insure and indemnify
Jalbert and to 


 


3

















 


indemnify the Firm
for claims incurred during the period prior to termination as set forth
elsewhere herein.


 


11.                                 This
Agreement shall take effect upon execution by the Firm and the Chairman of the
Board on behalf of the Company.


 


In
order to accept these terms and arrangements, please have an authorized officer
of the Company sign this agreement on behalf of the Company in the space provided
below and return a copy to me.


 


	
   

  	
  Very truly yours,

  
	
   

  	
  Verdolino & Lowey, P.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Craig R. Jalbert, CIRA, a duly-authorized

  representative of the Firm

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed on behalf of the Company

  	
   

  
	
  and with the Approval of its Board

  	
   

  
	
  of Directors

  	
   

  
	
   

  	
   

  
	
  Ibis Technology Corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Martin J. Reid

  	
   

  	
   

  
						



 


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