Exhibit 10.1
CONSULTING SERVICES AGREEMENT
1.
AGREEMENT:
A.
MATHSTAR, INC. ("COMPANY") AGREES TO ENGAGE
A. HARRIS & ASSOCIATES, LLC ("ADVISOR") TO PROVIDE A CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER AND SPECIAL ADVISOR FOR THE COMPANY.
ALL SUCH SERVICES
SHALL BE RENDERED BY ALEX H. DANZBERGER, JR. ("ALEX"), WHO IS A MEMBER AND
EMPLOYEE OF ADVISOR.
Specifically, Advisor shall act as the Chief Executive Officer and Chief
Financial Officer of the Company, as well as act as a Special Advisor to the
Company.
Company understands and agrees that Advisor is not solely and exclusively
engaged to provide services to Company.
Advisor agrees to use its best efforts
to provide the services provided for herein on a timely basis.
B.
THIS AGREEMENT SHALL COMMENCE ON
AUGUST 1, 2009 FOR A PERIOD OF ONE YEAR UNLESS TERMINATED AS PROVIDED HEREIN.
HOWEVER, ALL OBLIGATIONS OF THE COMPANY PURSUANT TO THIS AGREEMENT WILL
AUTOMATICALLY EXTEND THROUGH THE DATE OF THE ACTUAL CONSUMMATION OF ANY
TRANSACTION.
C.
FOR THE PURPOSES OF THIS AGREEMENT,
"TRANSACTION" MEANS ANY INVESTMENT OR MERGER AND ACQUISITION TRANSACTION OR
TRANSACTIONS, NOT IN THE ORDINARY COURSE OF BUSINESS, INCLUDING ANY SALE OR
EXCHANGE OF CAPITAL STOCK, SALE OR EXCHANGE OF ASSETS, ACQUISITION, MERGER,
REVERSE MERGER, CONSOLIDATION, BUSINESS COMBINATION, TENDER OFFER, JOINT
VENTURE, MAJORITY OR MINORITY INVESTMENT, STRATEGIC ALLIANCE, PARTNERSHIP, OR
ANY OTHER SIMILAR TRANSACTION WITH SAJAN, INC.
2.
SERVICES RENDERED:
DURING THE TERM
HEREOF, ADVISOR WILL:
A.
AS IT RELATES TO THE ROLE OF CHIEF
EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER:
I)
PERFORM OVERSIGHT OF THE PREPARATION
AND FILING OF REGULATORY DOCUMENTS REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION;
II)
PROVIDE CONSULTATIVE SERVICES TO THE
BOARD OF DIRECTORS OF THE COMPANY TO HELP ADDRESS SHAREHOLDER RELATIONS,
SHAREHOLDER MEETINGS AND VOTING MATTERS PUT BEFORE SHAREHOLDERS;
III)
OVERSEE THE CONTINUED ORDERLY WINDING
DOWN OF FORMER COMPANY OPERATIONS;
IV)
REVIEW DOCUMENTS RELATED TO THE ACQUISITION
OF SAJAN BY THE COMPANY;
V)
OVERSEE PREPARATION, REVIEW AND FILING OF
PROXY STATEMENTS, CURRENT REPORTS ON FORM 8-K, ANY REGISTRATION STATEMENTS ON
FORM S-4 AND ANY OTHER DOCUMENTS RELATED TO THE ACQUISITION OF SAJAN BY THE
COMPANY; AND
VI)
PERFORM SUCH OTHER SERVICES AS THE COMPANY
AND ADVISOR AGREE.
VII)
PERFORM THOSE JOB DUTIES CUSTOMARILY
PERFORMED BY THE CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER OF A
PUBLICLY TRADED COMPANY, INCLUDING WITHOUT LIMITATION, OVERSIGHT OF THE
PREPARATION, REVIEW AND APPROVAL OF THE COMPANY'S FINANCIAL STATEMENTS.
B.
AS IT RELATES TO THE ROLE OF SPECIAL
ADVISOR:
I)
SUPPORT THE GENERAL DUE DILIGENCE AND
ACQUISITION PROCESS WITH RESPECT TO THE ACQUISITION OF SAJAN BY THE COMPANY;
II)
WITH THE SUPPORT OF THE COMPANY'S BOARD
OF DIRECTORS, ITS ADVISORS, AND EXECUTIVES AT SAJAN, ADVISOR SHALL PREPARE A 3
TO 5 YEAR STRATEGIC PLAN FOR SAJAN (OR SUCH OTHER TIME FRAME AS THE BOARD OF
DIRECTORS DEEMS APPROPRIATE IN ITS DISCRETION).
THIS STRATEGIC PLAN WILL
PROVIDE TARGET MARKET IDENTIFICATION, A DETAILED MARKETING AND SALES PLAN, A
SUPPORTING PRODUCT ROADMAP, A DETAILED 2010 BUDGET, AND A 3 TO 5 YEAR SALES