Consulting and Advisory Agreement between Arnold E. Ditri and Omtool, Ltd.
This agreement outlines Arnold E. Ditri's role in providing consulting and advisory services to Omtool, Ltd. Mr. Ditri will work with the company's CEO and management for about two days per month, focusing on business development, marketing, sales, and serving as a management advisor. He will bill at his standard hourly rate, with expenses billed separately. The services and terms will be mutually agreed upon by both parties. The goal is to enhance Omtool's success and shareholder value through Mr. Ditri's expertise.
Exhibit 10.9
ARNOLD E. DITRI
May 9, 2002
Mr. Robert Voelk
Chief Executive Officer
Omtool, Ltd
8 Industrial Way
Salem, NH 03079
Dear Bob,
Outlined below is the role that would best allow me to help you increase the overall success and shareholder value for Omtool. I would plan to spend an average of two days per month working with you on:
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| Corporate business and strategic development; |
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| Advisory activities in the areas of Marketing and Sales; and |
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| Consulting services with you and Omtool management. |
My proactive involvement with the Company would also enable me to be a sounding board on key senior management decisions and problems.
As we discussed, Bob, I normally bill at an hourly rate. My current rate will be provided to you from time to time. My actual out of pocket expenses, while minimal, would be billed separately. Services will be provided as agreed mutually between Omtool and me.
It has been my experience, Bob, that building complete trust and open cooperation between senior company managers and the Board of Directors is best achieved by creating a strong common sense of winning. This proposal, I hope, will help me work effectively with you and your Omtool team.
| Regards, |
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| /s/ Arnold E. Ditri |
DITRI MANAGEMENT LLC, 2 WALSH LANE, GREENWICH, CT 06830 ###-###-####
FAX: (203) 622-0554 E-MAIL: ***@***
