Exhibit 10.30
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into on April 30, 2006 by
and between William Dow ("Consultant") of WC Dow & Associates and Aksys, Ltd.
(the "Company"), a Delaware corporation.
RECITALS
WHEREAS Consultant was the Company's President and Chief Executive Officer and
has been employed pursuant to the terms of a Severance, Confidentiality and
Post-Employment Restrictions Agreement dated October 4, 1999 (the "Severance
Agreement");
WHEREAS Consultant and the Company have decided that Consultant's employment
shall terminate, effective as of April 30, 2006, which supersedes and replaces
certain provisions of the Severance Agreement, are executed by all parties and
are in effect;
WHEREAS, the Company desires to retain Consultant to perform certain consulting
services, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Consultant hereby
agree as follows:
1.
CONSULTING PERIOD. THIS AGREEMENT SHALL BE EFFECTIVE FOR ONE (1)
YEAR, COMMENCING APRIL 30, 2006 (THE "EFFECTIVE DATE"), SUBJECT TO EARLIER
TERMINATION IN ACCORDANCE WITH SECTIONS 4(A)-(D) BELOW (THE "CONSULTING
PERIOD").
2.
CONSULTING SERVICES.
(A)
SERVICES. DURING THE CONSULTING PERIOD, CONSULTANT AGREES TO BE
AVAILABLE TO CONSULT WITH OFFICERS AND DIRECTORS OF THE COMPANY REGARDING THE
COMPANY'S BUSINESS AND TO PERFORM SUCH OTHER CONSULTING SERVICES AS THE COMPANY
REASONABLY REQUESTS (THE "SERVICES").
(B)
PERFORMANCE OF SERVICES. CONSULTANT SHALL, TO THE BEST OF HIS
ABILITY, PERFORM THE SERVICES IN A TIMELY AND PROFESSIONAL MANNER CONSISTENT
WITH INDUSTRY STANDARDS AND IN ACCORDANCE WITH THIS AGREEMENT. SUBJECT TO THE
FOREGOING, THE MANNER AND MEANS BY WHICH CONSULTANT CHOOSES TO COMPLETE THE
SERVICES ARE IN CONSULTANT'S SOLE DISCRETION AND CONTROL. IN PERFORMING THE
SERVICES, CONSULTANT AGREES TO PROVIDE HIS MATERIALS AT HIS OWN EXPENSE. COMPANY
SHALL MAKE ITS FACILITIES AND EQUIPMENT AVAILABLE TO CONSULTANT AS REASONABLY
NECESSARY IN CONNECTION WITH THE SERVICES. CONSULTANT MAY, AT HIS OWN EXPENSE,
USE EMPLOYEES OR OTHER SUBCONTRACTORS TO PERFORM THE SERVICES UNDER THIS
AGREEMENT. FOR ANY WORK PERFORMED ON COMPANY'S PREMISES, CONSULTANT SHALL COMPLY
WITH ALL SECURITY, CONFIDENTIALITY, SAFETY AND HEALTH POLICIES OF COMPANY.
CONSULTANT SHALL TAKE ALL NECESSARY PRECAUTIONS TO PREVENT, AND SHALL BE
RESPONSIBLE FOR, ANY INJURY TO ANY PERSONS (INCLUDING, WITHOUT LIMITATION,
EMPLOYEES OF COMPANY) OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION,
COMPANY'S PROPERTY) ARISING FROM OR RELATING TO CONSULTANT'S PERFORMANCE OF THE
SERVICES OR THE USE BY CONSULTANT OF ANY COMPANY EQUIPMENT, TOOLS, FACILITY OR
OTHER PROPERTY, WHETHER OR NOT SUCH CLAIM IS BASED UPON ITS CONDITION OR ON THE
ALLEGED NEGLIGENCE OF COMPANY IN PERMITTING ITS USE.
1
(C)
OTHER SERVICES; CONFLICT OF INTEREST. DURING THE CONSULTING
PERIOD, CONSULTANT MAY PERFORM SERVICES FOR, OR BE EMPLOYED BY OTHER PERSONS,
COMPANIES, OR EMPLOYERS, EXCEPT TO THE EXTENT DOING SO CAUSES CONSULTANT TO
BREACH HIS OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO HIS
OBLIGATIONS UNDER SECTIONS 6-7 BELOW) OR ANY OTHER AGREEMENT CONSULTANT HAS WITH
THE COMPANY