Exhibit 10.1
Execution Copy
VISTULA COMMUNICATIONS SERVICES, INC.
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made and entered into as of
August 17, 2005, by and between Vistula Communications Services, Inc., a
Delaware corporation (the "Company"), and Executive Management Services Limited,
a company incorporated under the laws of the British Virgin Islands
("Consultant").
1.
ENGAGEMENT AND RESPONSIBILITIES
(A)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT, THE COMPANY HEREBY ENGAGES CONSULTANT AS A CONSULTANT, AND CONSULTANT
HEREBY ACCEPTS SUCH ENGAGEMENT.
(B)
CONSULTANT HEREBY AGREES THAT ALL DUTIES AND RESPONSIBILITIES OF
CONSULTANT SET FORTH IN THIS AGREEMENT SHALL BE PERFORMED BY RUPERT
GALLIERS-PRATT ("GALLIERS-PRATT").
(C)
GALLIERS-PRATT SHALL HAVE THE TITLE OF PRESIDENT AND CHIEF
EXECUTIVE OFFICER. GALLIERS-PRATT SHALL BE ENTITLED TO SERVE ON THE BOARD OF
DIRECTORS OF THE COMPANY AND ITS SUBSIDIARIES (AND TO SERVE AS CHAIRMAN OF ANY
SUCH BOARD OF DIRECTORS) IN ACCORDANCE WITH THE CERTIFICATE OF INCORPORATION,
BY-LAWS OR OTHER EQUIVALENT DOCUMENTS OF THE COMPANY AND ITS SUBSIDIARIES.
(D)
GALLIERS-PRATT SHALL DEVOTE ALL OF HIS BUSINESS TIME, ENERGY AND
EFFORTS TO THE BUSINESS OF THE COMPANY AND WILL USE HIS BEST EFFORTS AND
ABILITIES FAITHFULLY AND DILIGENTLY TO PROMOTE THE COMPANY'S BUSINESS INTERESTS.
GALLIERS-PRATT'S DUTIES AND RESPONSIBILITIES SHALL BE THOSE INCIDENT TO THOSE
WHICH ARE NORMALLY AND CUSTOMARILY VESTED IN THE OFFICES OF PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF A U.S. SEC REPORTING CORPORATION. IN ADDITION,
GALLIERS-PRATT'S DUTIES SHALL INCLUDE THOSE DUTIES AND SERVICES FOR THE COMPANY
AND ITS AFFILIATES AS THE BOARD SHALL, IN ITS SOLE AND ABSOLUTE DISCRETION, FROM
TIME TO TIME REASONABLY DIRECT WHICH ARE NOT INCONSISTENT WITH GALLIERS-PRATT'S
POSITIONS DESCRIBED IN SECTION 1(C).
NOTWITHSTANDING THE FOREGOING, BUT SUBJECT
TO SECTION 1(E) OF THIS AGREEMENT, GALLIERS-PRATT SHALL BE PERMITTED TO SERVE ON
THE BOARD OF DIRECTORS OF, OR IN A SIMILAR CAPACITY WITH, OTHER PERSONS ( AS
DEFINED BELOW) AND TO MANAGE HIS PERSONAL INVESTMENTS.
(E)
FOR SO LONG AS CONSULTANT IS ENGAGED BY THE COMPANY, NEITHER
CONSULTANT NOR GALLIERS-PRATT SHALL, DIRECTLY OR INDIRECTLY, EITHER AS AN
EMPLOYEE, EMPLOYER, CONSULTANT, AGENT, INVESTOR, PRINCIPAL, PARTNER, STOCKHOLDER
(EXCEPT AS THE HOLDER OF LESS THAN 5% OF THE ISSUED AND OUTSTANDING STOCK OF A
PUBLICLY HELD CORPORATION), OFFICER OR DIRECTOR, OR IN ANY OTHER INDIVIDUAL OR
REPRESENTATIVE CAPACITY, ENGAGE OR PARTICIPATE IN ANY BUSINESS THAT IS IN
COMPETITION IN ANY MANNER WHATSOEVER WITH THE BUSINESS OF THE COMPANY GROUP, AS
SUCH BUSINESSES ARE NOW OR HEREAFTER CONDUCTED.
2.
DEFINITIONS
"Board" shall mean the Board of Directors of the Company.
"Company Group" shall mean the Company and each Person that the Company directly
or indirectly controls, is controlled by, or is under common control with, such
person.
"Disability," with respect to Galliers-Pratt, shall mean that, for physical or
mental reasons, Galliers-Pratt is unable to perform the essential functions of
his duties under this Agreement for sixty (60) consecutive days, or ninety (90)
days during any twelve (12 ) month period. Galliers-Pratt agrees to submit to a
reasonable number of examinations by