INDEPENDENT CONTRACTOR AGREEMENT
(Chief Financial Officer)
THIS INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is entered on February 3, 2017, effective as of December 20, 2016 (the “Effective Date”), by and between COSÌ, INC., a Delaware corporation (the “Company”), and CHAD FITZHUGH (“Contractor”).
WHEREAS, the Company owns, operates and franchises restaurants under the “COSI” tradename or variations thereof (the “Business”);
WHEREAS, LIMAB LLC (“Operator”) and the Company have entered into an Interim Operating Agreement dated as of December 21, 2016 (the “Operating Agreement”), which remains subject to approval of the Bankruptcy Court, pursuant to which Operator will manage the operations of the Company, including performing certain executive services, until Operator acquires the assets of the Company under the Asset Purchase Agreement dated as of October 18, 2016 (as amended from time to time, the “APA”), entered into between Operator and the Company, which remains subject to approval of the Bankruptcy Court, or under a plan of reorganization approved by the Bankruptcy Court;
pursuant to the Operating Agreement, Operator is appointing Contractor to serve as the Company’s Chief Financial Officer;
WHEREAS, in such capacity Contractor will have access to and may create confidential and proprietary information and trade secrets of the Company; and
WHEREAS, Contractor agrees to be engaged by the Company, and the Company agrees to engage Contractor, on the terms and subject to the conditions set forth in this Agreement.
NOW THEREFORE, for and in consideration of the promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, hereby agrees as follows:
1. Services. At the direction of Operator, the Company hereby engages Contractor, and Contractor hereby agrees to be retained by the Company, as an independent contractor to perform the Services described in Schedule A attached hereto. Contractor will devote full-time business hours to the performance of the Services.
2. Compensation and Expenses.
(a) In full consideration of Contractor’s performance of the Services under this Agreement, the Company will pay to Contractor the compensation set forth in Schedule A attached hereto, payable as set forth in Schedule A attached hereto,