Exhibit 10.92
COMPENSATION AGREEMENT
This Compensation Agreement (this "Agreement") is entered into as of
January
, 2010 by and between BIO-key International, Inc., a Delaware
corporation (the "Company"), and Thomas J. Colatosti ("Colatosti").
Introduction
Colatosti is currently the Chairman of the Company's Board of Directors.
The
Company desires to retain the services of Colatosti as described herein and
Colatosti desires to provide such services to the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
1.
TERM; TIME COMMITMENT.
THE TERM OF
THIS AGREEMENT WILL BE FOR TWO YEARS, COMMENCING EFFECTIVE AS OF JANUARY 1, 2010
(THE "TERM"), UNLESS EARLIER TERMINATED PURSUANT TO SECTION 6.
COLATOSTI WILL
PROVIDE CONSULTING SERVICES TO THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES
DURING THE TERM AT SUCH TIMES AS MAY BE AGREED BY THE COMPANY AND COLATOSTI, IN
THEIR MUTUAL DISCRETION.
2.
DUTIES.
COLATOSTI WILL PROVIDE
SERVICES WITH RESPECT TO SUCH MATTERS AS THE COMPANY AND COLATOSTI MAY AGREE.
AS AN INTEGRAL PART OF THE SERVICES TO BE PROVIDED FOR HEREIN, DURING THE TERM,
COLATOSTI WILL ADHERE TO THE PROVISIONS OF SECTION 4.
3.
COMPENSATION.
FROM AND AFTER
JANUARY 1, 2010, THE COMPANY WILL PAY COLATOSTI AT A RATE OF $5,000 PER MONTH,
PAYABLE IN ARREARS, DURING THE TERM.
SUCH PAYMENTS SHALL BE MADE ON THE LAST
BUSINESS DAY OF EACH MONTH DURING THE TERM WITH THE FIRST PAYMENT DUE ON
JANUARY 29, 2010 AND THE LAST PAYMENT DUE ON DECEMBER 31, 2011.
THIS CASH
COMPENSATION IS INTENDED TO COMPRISE ALL OF THE CASH COMPENSATION TO BE PAID TO
COLATOSTI FOR SERVICES RENDERED TO THE COMPANY, INCLUDING SERVICE ON THE
COMPANY'S BOARD OF DIRECTORS.
COLATOSTI SHALL BE REIMBURSED BY THE COMPANY FOR
REASONABLE EXPENSES INCURRED IN PERFORMING HIS DUTIES HEREUNDER.
COLATOSTI WILL
NOT BE ELIGIBLE FOR ANY COMPANY BENEFITS.
COLATOSTI SHALL HAVE THE
RESPONSIBILITY FOR THE PAYMENT OF ALL FEDERAL, STATE AND LOCAL TAXES FOR
COMPENSATION PAYABLE TO COLATOSTI HEREUNDER; PROVIDED, HOWEVER, TO THE EXTENT
REQUIRED BY LAW, THE COMPANY MAY WITHHOLD FROM COMPENSATION PAYABLE TO COLATOSTI
ALL APPLICABLE FEDERAL, STATE AND LOCAL WITHHOLDING TAXES.
4.
CONFIDENTIALITY; INTELLECTUAL PROPERTY.
(A)
COLATOSTI WILL NOT AT ANY TIME, DIRECTLY OR INDIRECTLY, DISCLOSE
OR DIVULGE, EXCEPT AS REQUIRED IN CONNECTION WITH THE PERFORMANCE OF COLATOSTI'S
DUTIES FOR THE COMPANY, ANY CONFIDENTIAL INFORMATION (AS HEREINAFTER DEFINED).
AS USED HEREIN, "CONFIDENTIAL INFORMATION" MEANS ALL TRADE SECRETS AND ALL OTHER
INFORMATION OF A BUSINESS, FINANCIAL, MARKETING, TECHNICAL OR OTHER NATURE
PERTAINING TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE, INCLUDING
INFORMATION OF OTHERS THAT THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE HAS AGREED
TO KEEP CONFIDENTIAL; PROVIDED, THAT CONFIDENTIAL INFORMATION SHALL NOT INCLUDE
ANY INFORMATION THAT HAS ENTERED OR ENTERS THE PUBLIC DOMAIN THROUGH NO FAULT OF
COLATOSTI OR WHICH COLATOSTI IS REQUIRED TO DISCLOSE BY LEGAL PROCESS.
COLATOSTI SHALL MAKE NO USE WHATSOEVER, DIRECTLY OR INDIRECTLY, OF ANY
CONFIDENTIAL INFORMATION, EXCEPT AS REQUIRED IN CONNECTION WITH THE PERFORMANCE
OF COLATOSTI'S DUTIES FOR THE COMPANY.