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Consulting Agreement
Consulting Agreement (14K)
Doc #106971: Click preview link for longer preview.
CONSULTING AGREEMENT
AGREEMENT dated as of December 31, 2002, between STANDEX
INTERNATIONAL CORPORATION, a Delaware corporation whose principal
place of business is 6 Manor Parkway, Salem, New Hampshire 03079
(the "Company"), and Edward J. Trainor an employee of the
Company, who resides at 19 Gordon Mountain Road, Windham, New
Hampshire 03087.
WHEREAS, Mr. Trainor and the Company entered into an
Executive Employment Agreement dated as of May 1, 2000 and
amended as of January 30, 2002 in connection with Mr. Trainor's
services to the Company as CEO of the Company or such other
senior executive, managerial and supervisory capacity, subject to
the direction and control of the Board of Directors of the
Company which agreement has a term expiring on December 31, 2002;
and
WHEREAS, Mr. Trainor will retire from active employment with
the Company on December 31, 2002; and
WHEREAS, the Company wishes to retain consulting services
from Mr. Trainor relating to those divisions, subsidiaries and
affiliate operations of the Company as the Company may reasonably
direct and as shall be mutually agreeable; and
WHEREAS, Mr. Trainor is agreeable to provide the Company
with an agreement to provide consulting services to the Company
and the Company in exchange for the consideration to be provided
to him herein;
NOW, THEREFORE, in consideration of these premises and of
the mutual covenants contained herein, the Company and Mr.
Trainor agree as follows:
106971
|
Standex Int'l
As referenced in this Consulting Agreement:
STANDEX INTERNATIONAL CORP/ –
STANDEX INTERNATIONAL CORP/ DE/
_____________
dt 1850704
;
| Edward J. Trainor
|
| Preview
Subscribers | 2003 |
Consulting Agreement
Consulting Agreement (13K)
Doc #106972: Click preview link for longer preview.
CONSULTING AGREEMENT
AGREEMENT dated as of December 31, 2002, between STANDEX
INTERNATIONAL CORPORATION, a Delaware corporation whose principal
place of business is 6 Manor Parkway, Salem, New Hampshire 03079
(the "Company"), and David R. Crichton an employee of the
Company, who resides at 650 Rockport Court, Marco Island, Florida
34145.
WHEREAS, Mr. Crichton and the Company entered into an
Executive Employment Agreement dated as of May 1, 2000 and
amended as of January 30, 2002, in connection with Mr. Crichton's
services to the Company as Executive Vice President/Operations of
the Company or such other senior executive, managerial and
supervisory capacity, subject to the direction and control of the
Chief Executive Officer of the Company which agreement has a term
expiring on December 31, 2002; and
WHEREAS, Mr. Crichton will retire from active employment
with the Company on December 31, 2002; and
WHEREAS, the Company wishes to retain consulting services
from Mr. Crichton relating to those divisions, subsidiaries and
affiliate operations of the Company's Industrial Group which Mr.
Crichton managed and supervised during his tenure with the
Company; and
WHEREAS, Mr. Crichton is agreeable to provide the Company
with an agreement to provide consulting services to the Company
and the Company in exchange for the consideration to be provided
to him herein;
NOW, THEREFORE, in consideration of these premises and of
the mutual covenants contained herein, the Company and Mr.
Crichton agree as follows:
106972
|
Standex Int'l
As referenced in this Consulting Agreement:
STANDEX INTERNATIONAL CORP/ –
STANDEX INTERNATIONAL CORP/ DE/
_____________
dt 1850975
;
| David R. Crichton
|
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Subscribers | 2002 |
Consulting Agreement
Consulting Agreement (32K)
Doc #107122: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS AGREEMENT, (hereinafter referred to as "AGREEMENT") made and
entered into this first (1) day of September 2001, (the "EFFECTIVE DATE")
between ULTRASTRIP SYSTEMS, INC. (hereinafter referred to as "COMPANY"), whose
principal office is located at 3515 SE Lionel Terrace, Stuart, Florida 34996 and
GEORGE STERNER, (hereinafter referred to as "CONSULTANT") whose address is 2708
Hatmark Street, Vienna, VA, 22181-6054. The Company and the Consultant are
sometimes collectively referred to as the "PARTIES" and sometimes individually
referred to as a "PARTY."
R E C I T A L S :
A. Company has determined that because of Consultant's substantial
experience and business relationships it would be desirable and in the best
interests of the Company to have Consultant available for consultation.
B. Consultant possesses significant contacts with Litton Ship Systems,
Northrop Grumman, General Dynamics, Newport News Ship Yard, Metro Machine Ship
Yard, and the United States Navy.
C. Company is desirous of utilizing Consultant's contacts and expertise
in order to attract new business at Litton's shipyards as well as United States
Navy shipyards worldwide.
D. Company manufactures a robotic coating removal device, currently
identified as the UltraStrip Robotic System, which system includes the
collective assemblage of equipment identified in the attached Schedule #1
(collectively, the "PRODUCT or PRODUCTS").
E. The Product is utilized for the purpose of removing coatings from
surfaces (the "REMOVAL SERVICES").
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:
1. RECITALS. The foregoing recitals are true, accurate and incorporated into
this Agreement.
2. TERM. Unless sooner terminated in accordance herewith, this term of this
Agreement shall for the period commencing on the Effective Date and ending two
(2) years thereafter (the "TERM"). The Term may be extended for an additional
period or periods, on such terms and conditions as may be set forth in the
Consulting Agreement then utilized by the Company.
3. ENGAGEMENT OF CONSULTING SERVICES. Company hereby engages Consultant to
provide the consulting services set forth herein throughout the Term, at
reasonable times and upon reasonable notice, as an advisor and consultant to
Company in matters affecting its business. Consultant's services shall be
compatible with Consultant's position as a consultant to Company and shall
consist of (i) those services set forth in Schedule A hereto and made a part
hereof, and (ii) those services that Company may reasonably request; provided,
however, any such additional services shall be set forth in a writing signed by
both parties, so as to at all times maintain a clear understanding of
Consultant's services hereunder, with Consultant performing only those services
specifically and expressly set forth herein on or in a written amendment hereto,
signed by the parties (collectively, the "SERVICES"). During the Consulting
Term, Consultant shall use his best efforts and abilities to promote Company's
interests and otherwise perform the Services hereunder.
4. CONSULTING FEE AND BONUSES. In consideration of the Services to be performed
during the Term the Consultant shall be entitled to receive and accept bonuses
and commissions payable as follows:
{PAGE}
(a) Fee. In consideration of Consultant's full performance of the
Services hereunder, Consultant shall be entitled to receive from the Company ten
thousand dollars ($10,000.00) per month, payable in accordance with the normal
practices of the Company (the "CONSULTANT FEE").
(b) Sales Bonus. In addition to Consultant's Fee described above,
Consultant shall be entitled to the following bonus (the "SALES BONUS"): Five
percent (5%) of the gross sales of all Products or Removal Services for which
Consultant is the sole procuring cause (minus direct cost of manufacturing
and/or of services rendered), as determined by Company. Consultant shall only be
entitled to payment of the Sales Bonus upon the Company's full receipt of all
monies for which Consultant was the procuring cause. In the event the Company on
an installment basis receives monies, Consultant shall be paid the Sales Bonus
in installments, pro rata with the Company's receipt of such installment
payments. All monies due and owing Consultant hereunder shall be paid within
thirty (30) days of Company's receipt of each applicable payment.
(c) Discretionary Bonus. In addition to the Consultant Fee and Sales
Bonus described above, Consultant may be paid an additional bonus (the
"DISCRETIONARY BONUS") for other contributions Consultant may make to the
Company, which, Discretionary Bonus shall be at the sole and exclusive
discretion of the Company.
(d) Determination of Procuring Cause. Notwithstanding anything to the
contrary contained herein, in the event of a dispute between Company and
Consultant with respect to a determination whether Consultant was the procuring
cause of any sale of Products, Removal Services, or investment monies, the
Company's determination of same shall be controlling and final.
5. TAXES. Consultant agrees to accept exclusive liability for the payment of all
federal and state taxes or contributions for unemployment insurance or old age
pensions or annuities or social security payments, which are measured by
payments to Consultant for the performance of the Services. Consultant agrees
fully to defend, indemnify and hold harmless Company from the payment of taxes,
interest, penalties or contributions which are required of Company by any
government agency at any time as the result of payment of the amounts set forth
in this Agreement or which Company may otherwise be compelled to pay (except to
the extent required by law to be withheld and in fact withheld by Company).
Consultant further agrees to comply with all valid administrative regulations
respecting the assumption of liability for such taxes and contributions.
6. INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement establishes between
Consultant and Company an independent contractor relationship and all the terms
and conditions of this Agreement shall be interpreted in light of that
relationship. There is no intention to create, by way of this Agreement, an
employer-employee relationship with Consultant and Consultant shall not
serve as an officer or director of Company. Consultant shall not have or
represent that he/she has general authority to enter into, nor shall he enter
into, any agreement or obligation on behalf of or in the name of Company or any
affiliate, or otherwise purport to bind Company or any affiliate.
7. WORK-PRODUCT OWNED BY COMPANY. All information developed under this
Agreement, of whatever type relating to the work performed under this Agreement,
shall be the exclusive property of the Company. All writings, instruments or
other items produced or assembled by Consultant pursuant to this Agreement,
shall be the exclusive property of Company.
8. NO INCONSISTENT COMMITMENTS. Consultant represents to Company that Consultant
has no outstanding commitments, which are inconsistent with any of the terms of
this Agreement or the Services to be rendered hereunder.
9. COMPLIANCE; CONFLICTS. In rendering the Services hereunder, Consultant shall
obtain and maintain all necessary or appropriate licenses, permits and
registrations and shall comply with all applicable laws and regulations and
policies of Company. Consultant shall not pursue any business opportunities that
constitute or may constitute or appear to constitute a conflict of interest or
which materially interfere with, delay, jeopardize or otherwise conflict with
Consultant's duties under this Agreement.
107122
| George Sterner;
| Ultrastrip Systems Inc.
|
| Preview
Subscribers | 2003 |
Consulting Agreement
Consulting Agreement (16K)
Doc #116824: Click preview link for longer preview.
GENERAL DYNAMICS
Advanced information Systems
Dr. Paul G. Kaminski
Technovation, Inc.
6691 Rutledge Drive
Fairfax Station, VA 22039
Re: Consulting Agreement EYC0406; Project No.0997-0050
Dear Dr. Kaminski:
This letter confirms the Consultant Agreement between us as outlined below:
1. Services to be Rendered
General Dynamics Advanced Information Systems, acting through General Dynamics Government Systems Corporation, a Delaware corporation, with offices at 100 Ferguson Drive, Mountain View, California 94043 ("GDAIS") retains you to render, and you agree to render to GDAIS, your services as an independent consultant subject to the terms and conditions of this agreement. GDAIS will request from you the services described in the Statement of Work, dated 7 October 2002 (enclosed as Attachment A), through our Technical Monitor, Philippe Wiener, or his designee.
2. Place of Work
You agree to render your services under our agreement at times and place(s) that are mutually agreeable.
3. Terms of Agreement
This agreement is effective as of 4 October 2002, and will end on 31 December 2002, with the exception that either you or GDAIS may terminate this agreement at an earlier date, as long as the other party is given 30 days prior written notice of the intended termination. Your obligations, as outlined in paragraphs 6, 7, and 10 below, will survive any termination of this agreement.
4. Fees and Expenses
GDAIS will pay you Twenty Thousand Dollars ($20,000) as a retainer for your labor during the period 4 October 2002 through 31 December 2002. GDAIS also will reimburse you no more than Five Thousand Dollars ($5,000) for travel expenses during that same period. GDAIS will pay you the retainer upon full execution of this agreement. The retainer will cover up to 4 days of your labor.
Upon expiration of this agreement, you will submit an invoice quarter detailing the following:
116824
| Technovation, Inc.;
| General Dynamics Advanced Information Systems
|
| Preview
Subscribers | 2001 |
Finder's Agreement
Finder's Agreement (24K)
Doc #143422: Click preview link for longer preview.
ATLAS CAPITAL SERVICES, INC.
June 4, 2001
Mr. John Stuart
Chief Financial Officer
Irvine Sensors Corp
3001 Redhill Avenue
Costa Mesa, CA 92626
Re: Finder Agreement
----------------
Dear John:
This letter confirms the agreement ("Agreement") between Irvine Sensors
---------
Corporation and its affiliated companies (collectively the "Company") to retain
-------
Atlas Capital Services, Inc. ("Atlas"), a registered broker-dealer and member of
the NASD to provide the services described below.
1. Services
--------
1.1 Atlas has and shall continue to use its reasonable best
efforts to introduce to the Company a limited number of corporations,
partnerships, mutual funds, hedge funds, accredited investors, investment
partnerships, securities firms, lending and other institutions and entities
(collectively "Entities") which may engage in or provide a "Transaction" (as
defined below) to the Company. As used herein, the term "Entities" also means
and includes any party, which is directly or indirectly connected with or
related to one of the Entities described above including, without limitation,
all affiliates as well as any referral from any of the Entities, any client or
customer of any of the Entities, and any investor in any of the Entities.
1.2 Except as set forth below, all services provided by Atlas under
this Agreement shall be at Atlas's cost and risk. Atlas's sole compensation, if
any, shall be a "Transaction Fee" (as set forth in Section 4 below) upon
consummation of a Transaction in any form with any Entity introduced to the
Company by Atlas.
1.3 The Company acknowledges that Atlas's responsibilities shall be
limited to the foregoing, and that Atlas shall have no (i) authority to offer or
sell securities of the Company to any potential Entity, (ii) responsibility to
participate or assist in any negotiations between any potential Entity and the
Company, and (iv) no responsibility for fulfilling any reporting or filing
requirements of the Company pursuant to applicable federal and state securities
laws. The foregoing notwithstanding, if any filings or submissions are required
of Atlas by the NASD in connection with any Transaction, Atlas shall take all
steps necessary and proper to obtain required clearances. In addition, the
Company expressly acknowledges and agrees that Atlas's obligations hereunder are
on a reasonable best effort basis only and that the execution of this Agreement
does not constitute a commitment by Atlas to purchase or sell the securities of
the Company.
143422
|
Irvine Sensors
As referenced in this Finder's Agreement:
Irvine Sensors – 1.1
ATLAS CAPITAL SERVICES, INC.
June 4, 2001
Mr. John Stuart
Chief Financial Officer
Irvine Sensors Corp
3001 Redhill Avenue
Costa Mesa, CA 92626
Re: Finder Agreement
----------------
Dear John:
This letter
Irvine Sensors
– Mesa, CA 92626
Re: Finder Agreement
----------------
Dear John:
This letter confirms the agreement ("Agreement") between Irvine Sensors
---------
Corporation and its affiliated companies (collectively the "Company") to retain
-------
Atlas Capital Services, Inc. ("
Irvine Sensors – 2):
(a) If to the Company, to:
Mr. John J. Stuart, Jr.
Chief Financial Officer
Irvine Sensors Corp.
3001 Redhill Avenue
Costa Mesa, CA 92626
Fax: (714) 444-8773
(b) If to
IRVINE SENSORS – INC.
By: /s/ Marat Roisenberg
-------------------------------
Name: Marat Roisenberg
Title: Executive Vice-President
AGREED AND ACCEPTED:
IRVINE SENSORS CORPORATION
By: /s/ John J. Stuart, Jr.
---------------------------
Name: John J. Stuart, Jr.
Title: Chief Financial
IRVINE SENSORS – and effect following the completion or termination of Atlas's
engagement(s).
Very truly yours,
IRVINE SENSORS CORP.
By: /s/ John J. Stuart, Jr.
--------------------------
Name: John J. Stuart, Jr.
Title: Chief Financial
dt 28264
;
| Atlas Capital Services, Inc.
|
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Subscribers | 2002 |
Consulting Agreement
Consulting Agreement (12K)
Doc #201528: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS AGREEMENT is made as of March 1, 2002, by and among William R. Holland
("Holland"), Goodrich Corporation, a New York corporation ("Goodrich"), and
EnPro Industries, Inc., a North Carolina corporation ("EnPro" and with Goodrich,
the "Companies").
WITNESSETH:
WHEREAS, Goodrich has announced its intention to spin-off its Engineered
Industrial Products business unit that would result in Goodrich becoming two
independent companies, Goodrich and EnPro;
WHEREAS, Goodrich, as EnPro's sole shareholder, and EnPro are desirous that
Holland serve initially as a consultant to Goodrich in connection with the
spin-off and then as a director and non-executive Chairman of the Board of the
Board of Directors of EnPro; and
WHEREAS, Holland, who is also a director of the board of Directors of
Goodrich, is desirous of serving as a consultant and then as a director and
non-executive Chairman of the Board of the Board of Directors of EnPro,
NOW THEREFORE, in consideration of the above-stated premises and mutual
promises and covenants hereinafter contained it is agreed as follows:
1. ANTICIPATED ELECTION TO POSITION OF DIRECTOR AND NON-EXECUTIVE
CHAIRMAN
Goodrich, as sole shareholder of EnPro, has requested that Holland
serve as a consultant and then as a director of EnPro and to serve as
the Non-Executive Chairman of the Board of Directors of EnPro. Holland
has agreed to do so, and accordingly it is expected that the Board of
Directors of EnPro will elect Holland to the position of Non-Executive
Chairman of the Board of Directors of EnPro. The Companies anticipate
that Holland will serve in these positions for the foreseeable future.
2. RESPONSIBILITIES
The responsibilities ("Responsibilities") of Holland under this
Agreement are broken into two components as described below in this
Section 2. The responsibilities of Holland in serving as a consultant
to Goodrich prior to the spin-off are as follows:
201528
|
EnPro Industries
As referenced in this Consulting Agreement:
enpro – by and among William R. Holland
("Holland"), Goodrich Corporation, a New York corporation ("Goodrich"), and
EnPro Industries, Inc., a North Carolina corporation ("EnPro" and with Goodrich,
the "Companies").
WITNESSETH:
WHEREAS, Goodrich
"enpro" – Goodrich Corporation, a New York corporation ("Goodrich"), and
EnPro Industries, Inc., a North Carolina corporation ("EnPro" and with Goodrich,
the "Companies").
WITNESSETH:
WHEREAS, Goodrich has announced its intention to spin-
enpro; – Industrial Products business unit that would result in Goodrich becoming two
independent companies, Goodrich and EnPro;
WHEREAS, Goodrich, as EnPro's sole shareholder, and EnPro are desirous that
Holland serve
enpro' – that would result in Goodrich becoming two
independent companies, Goodrich and EnPro;
WHEREAS, Goodrich, as EnPro' s sole shareholder, and EnPro are desirous that
Holland serve initially as a consultant to
enpro – becoming two
independent companies, Goodrich and EnPro;
WHEREAS, Goodrich, as EnPro's sole shareholder, and EnPro are desirous that
Holland serve initially as a consultant to Goodrich in connection with the
dt 5675
;
| William R. Holland
|
| Preview
Subscribers | 2002 |
Consulting Agreement
Consulting Agreement (24K)
Doc #326205: Click preview link for longer preview.
CONSULTING AGREEMENT
--------------------
This CONSULTING AGREEMENT, dated this 18th day of June, 2002, by and
between Curtiss-Wright Corporation, a Delaware corporation (the "Company") and
Gerald Nachman ("Nachman").
WITNESSETH:
WHEREAS, Nachman has been serving as an Executive Vice President of the
Company;
WHEREAS, Nachman desires to retire from his position with the Company,
and otherwise as an employee and officer of the Company and all of its
affiliates effective as of February 28, 2003 (the "Retirement Date");
WHEREAS, in contemplation of compensation and benefit arrangements for
Nachman such as are provided herein, the parties determined that no award will
be made to Nachman in November 2002 under the Long-Term Incentive Plan of the
Company or in 2002 under the Incentive Compensation Plan;
WHEREAS, the parties hereto desire that, commencing after the
Retirement Date, Nachman will serve as a consultant to the Company as set forth
herein; and
WHEREAS, the parties desire to set forth the exact nature and the
amount of compensation and benefits to be provided to Nachman for his consulting
services to the Company.
NOW THEREFORE, the parties hereto agree as follows:
I. Retirement
1.1 Retirement from Position as Executive Vice President.
----------------------------------------------------
Nachman hereby confirms his retirement from his position as Executive
Vice President of the Company and hereby resigns, effective as of the Retirement
Date, from all of his other positions as an officer of the Company and as a
director and officer of each of its affiliates and, effective as of the
Retirement Date, Nachman shall cease to be an employee of the Company and each
of its affiliates for all purposes.
1.2. Compensation and Related Matters.
--------------------------------
(a) Lump Sum Bonus. In lieu of amounts that Nachman might have
otherwise received under the Incentive Compensation Plans of the Company 2003,
the Company agrees to pay to Nachman a lump sum bonus of two hundred thousand
dollars and no cents in February, 2003.
{PAGE}
(b) Retirement Benefits. Nachman shall receive upon and as a
result of his retirement those payments and other benefits to which Nachman is
entitled under any of the following Plans of the Company in accordance with the
provisions of the Plans: Supplemental Retirement Benefit Agreement, Long-Term
Incentive Plan; Retirement Plan; Retirement Benefits Restoration Plan; Deferred
Compensation Plan and Savings and Investment Plan. During the "Consulting
Period," as defined in Section 2.1 of this Agreement, Nachman shall also be
entitled to that business travel accident and worker's compensation insurance
which the Company offers consultants to the Company in the ordinary course of
business, paid at Company expense.
(c) Automobile. The Company shall offer to sell to Nachman the
automobile currently provided to him by the Company at wholesale value, in
accordance with the terms of the Company's current automobile policy if the
automobile is owned by the Company and by the terms of the pertinent lease
agreement if the automobile is leased by the Company.
(d) Medical, Dental and Prescription Benefits; Certain
Insurance Benefits. During the period commencing on the Retirement Date and
ending on February 28, 2007, the Company shall continue on behalf of Nachman and
his spouse the medical, dental, and prescription drug benefits provided to
Nachman and his spouse immediately prior to the Retirement Date, as adjusted for
any changes in the plans affecting benefits provided to all plan participants.
(e) Withholding. The Company shall have the right to deduct
from any amounts payable under this Section 1.2, any taxes or other amounts
required by law to be withheld.
II. Consulting Period
2.1. Consulting Services.
-------------------
During the period commencing on the Retirement Date and ending
on February 28, 2007, (the "Consulting Period"), Nachman agrees to serve the
Company as a consultant and render such advisory and consulting services to the
Company and its affiliates in connection with the business of the Company and
its affiliates as may reasonably be requested by the Chief Executive Officer of
the Company, having due regard to Nachman's residence at the time, in connection
with any matter with respect to which he has experience or special competence by
reason of his prior employment with the Company (the "Consulting Services"). The
Consulting Services shall be rendered at such locations as shall be mutually
convenient to the Company and Nachman. The Company agrees that the Consulting
Services shall be appropriate for a former Executive Vice President of the
Company.
2.2. Consulting Fees.
---------------
Nachman shall provide the services described in paragraph 2.1
during the period from March 1, 2003 through February 29, 2004 in consideration
for amounts paid to him as salary and bonus from the date of this Agreement up
to the Retirement Date. In consideration for the Consulting Services to be
provided the Company and for the acceptance of the terms
-2-
{PAGE}
contained in this Agreement, provided Nachman is then available to perform
326205
| | Gerald Nachman
|
| Subscribers | 2001 |
Consulting Agreement
Consulting Agreement (23K)
Doc #326241: This document is immediately available for purchase, but does not have a preview available for viewing.
CONSULTING AGREEMENT
This CONSULTING AGREEMENT, dated this 10th day of April, 2000, by and
between Curtiss-Wright Corporation, a Delaware corporation (the "Company") and
David Lasky ("Lasky").
WITNESSETH:
WHEREAS, Lasky has been serving as the Chief Executive Officer and as a
member of the Board of Directors of the Company (the "Board");
WHEREAS, Lasky desires to retire from his position as the Chief
Executive Officer of the Company, and otherwise as an employee and officer of
the Company and all of its affiliates effective as of April 10, 2000, (the
"Retirement Date");
WHEREAS, in contemplation of compensation and benefit arrangements for
Lasky such as are provided herein the parties determined that no award would be
made in November 1999 to Lasky under the Long-Term Incentive Plan of the
Company;
WHEREAS, the parties hereto desire that, commencing after the
Retirement Date, Lasky will serve as a consultant to the Company as set forth
herein; and
WHEREAS, the parties desire to set forth the exact nature and the
amount of compensation and benefits to be provided to Lasky in respect of his
prior service as an employee and his consulting services to the Company.
NOW THEREFORE, the parties hereto agree as follows:
I. Retirement
1.1 Retirement from Position as Chief Executive Officer.
Lasky hereby confirms his retirement from his position as Chief
Executive Officer of the Company and hereby resigns, effective as of the
Retirement Date, from all of his other positions as an officer of the Company
and as a director and officer of each of its affiliates and, effective as of the
Retirement Date, Lasky shall cease to be an employee of the Company and each of
its affiliates for all purposes. Following the Retirement Date, Lasky shall
continue to serve as a member of the Board, subject to subsequent election of
the shareholders of the Company, and shall also serve the Company as a
consultant as provided for herein. Lasky's status as a director of the Company
will not be affected by any provisions of this Section 1.1.
1.2. Compensation and Related Matters.
(a) Lump Sum Payment. The Company shall pay Lasky within
thirty (30) days after the Retirement Date, a lump sum amount equal to $600,000,
less deductions required by law, it being understood and agreed that the payment
of such sum shall be considered cash compensation earned while Lasky was an
employee of the Company, provided that such payment shall not be made until the
eighth day following the execution of this Agreement by Lasky.
(b) Medical, Dental and Prescription Benefits; Certain
Insurance Benefits. During the period commencing on the Retirement Date and
ending on October 9, 2004, the Company shall continue on behalf of Lasky and his
spouse the medical, dental, and prescription drug benefits provided to Lasky and
his spouse immediately prior to the Retirement Date. The foregoing shall be in
full satisfaction of the Company's obligation to Lasky to provide continuation
of coverage under Section 4980B of the Internal Revenue Code of 1986, as amended
(the "Code") and Sections 601-608 of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"). In addition, beginning with the expiration of
such period, the Company will reimburse Lasky, promptly after receipt of
evidence of payment thereof, for all contributions or premiums paid for coverage
under Medicare Supplemental Insurance ("Medigap") policies providing, to the
extent available, the benefits referred to in the first sentence of this Section
1.2(b) for Lasky and his spouse, for the remainder of their lives. During the
"Consulting Period," as defined in Section 2.1 of this Agreement, Lasky shall
also be entitled to that business travel accident and worker's compensation
insurance which the Company offers consultants to the Company in the ordinary
course of business, paid at Company expense.
(c) Automobile. The Company shall offer to sell to Lasky the
automobile currently provided to him by the Company, at wholesale value, in
accordance with the terms of the Company's current automobile policy.
(d) Financial Counseling. During the period extending from the
date of this Agreement to December 31, 2002, the Company will continue to
provide Lasky with financial counseling services of The Ayco Company, LP
("Ayco") substantially equivalent to those heretofore provided to him by Ayco,
such services to be provided at the expense of the Company.
(e) Withholding. The Company shall have the right to deduct
from any amounts payable under this Section 1.2, any taxes or other amounts
required by law to be withheld.
II. Consulting Period
2.1. Consulting Services.
During the period commencing on the Retirement Date and ending
on the third anniversary of the Retirement Date, April 9, 2003, (the "Consulting
Period"), Lasky agrees to serve the Company as a consultant and render such
advisory and consulting services to the Company and its affiliates in connection
with the business of the Company and its affiliates as may reasonably be
requested by the Board or the Chief Executive Officer of the Company, having due
regard to Lasky's health, residence and personal circumstances at the time, in
connection with any matter with respect to which he has experience or special
competence by reason of his prior employment with the Company (the "Consulting
Services"). The Consulting Services shall be rendered at such locations as shall
be mutually convenient to the Company and Lasky. The Company agrees that the
Consulting Services shall be appropriate for a former Chief Executive Officer of
the Company.
2.2. Consulting Fees.
In consideration for the Consulting Services to be provided
the Company and for the acceptance of the terms contained in this Agreement,
provided Lasky is then available to perform Consulting Services for the Company,
and provided further, that Lasky is not in breach of, or has not committed a
material breach (which has not been cured), of any of the covenants contained in
Section 3.1 hereof,
(a) during the twelve (12) month period commencing on the
first anniversary of the Retirement Date, April 10, 2001,
the Company shall pay Lasky, in equal monthly
installments, a consulting fee at the annual rate of
$300,000; and
(b) during the twelve (12) month period commencing on the
second anniversary of the Retirement Date, April 10, 2002,
the Company shall pay Lasky, in equal monthly
installments, a consulting fee at the annual rate of
$200,000 (together with the payments to be made under
clause (a) of this Section 2.2, the "Consulting Fees").
During the Consulting Period, Lasky shall not be entitled to
compensation in addition to the Consulting Fees for serving as a member of the
Board. At any time while Lasky is serving on the Board following the Consulting
Period, Lasky shall be entitled to receive the same director fees and/or other
compensation that is paid by the Company to its outside directors generally for
their services on the Board, to the extent that Lasky, as a former employee of
the Company, is eligible therefor.
2.3. Reimbursement of Expenses.
During the Consulting Period, the Company shall promptly pay
Lasky the reasonable expenses incurred by him in the performance of the
Consulting Services, and his duties as a director of the Company, including,
without limitation, those incurred in connection with business related travel or
326241
| | David Lasky
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Subscribers | 2003 |
Consulting Agreement
Consulting Agreement (27K)
Doc #343443: Click preview link for longer preview.
[EXHIBIT 10.3]
CONSULTING AGREEMENT
--------------------
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered
into effective January 1, 2003, by and between Jean Caillet
("Caillet"), and BBJ Environmental Technologies, Inc., a Nevada
corporation whose principal place of business is at 6802 Citicorp
Drive, Suite 500, Tampa, Florida 33619 (the "Company").
WHEREAS, Caillet currently is a member of the Company's Board of
Directors ( . . .
343443
|
BBJ
As referenced in this Consulting Agreement:
BBJ Environmental Technologies, Inc – CONSULTING AGREEMENT
--------------------
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered
into effective January 1, 2003, by and between Jean Caillet
("Caillet"), and BBJ Environmental Technologies, Inc ., a Nevada
corporation whose principal place of business is at 6802 Citicorp
Drive, Suite 500, Tampa, Florida 33619 (the "Company").
WHEREAS, Caillet
_____________
BBJ Environmental
Technologies, Inc – making
requests for services.
4. Compensation. In full consideration of the services to be
provided hereunder, and pursuant to the terms of the BBJ Environmental
Technologies, Inc . 2000 Employee Benefit and Consulting Services
Compensation Plan, as amended (the "Plan"), which is incorporated into
this Agreement by reference, the Company
_____________
BBJ Environmental Technologies, Inc – PURSUANT TO THIS AGREEMENT.
7
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement on
the dates set forth beneath their signatures.
BBJ Environmental Technologies, Inc .
/s/ Jean Caillet By:/s/ Robert G. Baker
----------------------------- ------------------------------------
Jean Caillet Name: Robert G. Baker
-------------------------------
Title: Chairman & CEO
------------------------------
1-27-03 1-27-
_____________
dt 690030
;
 Carlton Fields
As referenced in this Consulting Agreement:
Carlton Fields – York, New York 10022, and a copy of any notice from
Caillet to the Company should be provided to Richard A. Denmon, Esq.,
Carlton Fields , 777 S. Harbour Island Boulevard, Tampa, Florida
33602.
10. Waiver. Any waiver by either party of a breach of any
provision of
_____________
dt 700684
;
|
Kaye Scholer
As referenced in this Consulting Agreement:
Kaye Scholer – next business
day after mailing. A copy of any notice from the Company to Caillet
should be provided to Nancy E. Fuchs, Esq., Kaye Scholer , LLP, 425
Park Avenue, New York, New York 10022, and a copy of any notice from
Caillet to the Company should be
_____________
dt 701267
|
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Subscribers | 2002 |
Consulting Agreement
Consulting Agreement (22K)
Doc #343452: Click preview link for longer preview.
Consulting Agreement with Westport Strategic Partners
CONSULTING AGREEMENT
CONSULTING AGREEMENT made this 26th day of June 2002, by and between BBJ Environmental Technologies, Inc., having an office at 6802 Citicorp Blvd., Suite 500, Tampa, FL 33619 hereinafter referred to as �the Client� and Westport Strategic Partners, Inc., having an office at 3801 E. Florida Ave., Suite 400, Denver, Colorado 80210, hereinafter referred to as �the Consultant�.
WITNESSETH:
WHEREAS , the Client wishes to assure itself of the services of the Consultant for the period provided in this Agreement, and the . . .
343452
|
BBJ
As referenced in this Consulting Agreement:
BBJ Environmental Technologies, Inc – Exhibit 10.5
Consulting Agreement with Westport Strategic Partners
CONSULTING AGREEMENT
CONSULTING AGREEMENT made this 26th day of June 2002, by and between BBJ Environmental Technologies, Inc ., having an office at 6802 Citicorp Blvd., Suite 500, Tampa, FL 33619 hereinafter referred to as the Client and Westport Strategic Partners,
_____________
BBJ ENVIRONMENTAL TECHNOLOGIES, INC – laws applicable to the activities of Client.
IN WITNESS WHEREOF , the parties hereto, intending to be legally bound, have executed this Consulting Agreement.
BBJ ENVIRONMENTAL TECHNOLOGIES, INC .
By:
/s/ Jerry V. Schinella
WESTPORT STRATEGIC PARTNERS, INC.
By:
/s/ Michael Poricelli
ADDENDUM A
Compensation
Two-thousand five-hundred Dollars ($2,
_____________
dt 690039
| |
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Subscribers | 2002 |
Consulting Agreement
Consulting Agreement (22K)
Doc #343454: Click preview link for longer preview.
Consulting Agreement with Westport Strategic Partners
CONSULTING AGREEMENT
CONSULTING AGREEMENT made this 26th day of June 2002, by and between BBJ Environmental Technologies, Inc., having an office at 6802 Citicorp Blvd., Suite 500, Tampa, FL 33619 hereinafter referred to as �the Client� and Westport Strategic Partners, Inc., having an office at 3801 E. Florida Ave., Suite 400, Denver, Colorado 80210, hereinafter referred to as �the Consultant�.
WITNESSETH:
WHEREAS , the Client wishes to assure itself of the services of the Consultant for the period provided in this Agreement, and the . . .
343454
|
BBJ
As referenced in this Consulting Agreement:
BBJ Environmental Technologies, Inc – Exhibit 10.5
Consulting Agreement with Westport Strategic Partners
CONSULTING AGREEMENT
CONSULTING AGREEMENT made this 26th day of June 2002, by and between BBJ Environmental Technologies, Inc ., having an office at 6802 Citicorp Blvd., Suite 500, Tampa, FL 33619 hereinafter referred to as the Client and Westport Strategic Partners,
_____________
BBJ ENVIRONMENTAL TECHNOLOGIES, INC – laws applicable to the activities of Client.
IN WITNESS WHEREOF , the parties hereto, intending to be legally bound, have executed this Consulting Agreement.
BBJ ENVIRONMENTAL TECHNOLOGIES, INC .
By:
/s/ Jerry V. Schinella
WESTPORT STRATEGIC PARTNERS, INC.
By:
/s/ Michael Poricelli
ADDENDUM A
Compensation
Two-thousand five-hundred Dollars ($2,
_____________
dt 690041
| |
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Subscribers | 2002 |
Financial Advisory and Consulting Agreement
Financial Advisory and Consulting Agreement (11K)
Doc #343457: Click preview link for longer preview.
FINANCIAL ADVISORY AND CONSULTING AGREEMENT
This Agreement is made and entered into as of this 15/th/ day of April,
2002 by BBJ Environmental Technologies, Inc. (the "Company" or "BBJ") and ACOL
International, Ltd. (the "Consultant").
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Purpose. The Company hereby retains the Consultant during the term
specified in Section 2 hereof to render consulting advice to the Company as
relating to financial and similar matters, upon the terms and conditions set
forth in this agreement.
2. Term. The term of this Agreement (the "Term") shall be the period
beginning the date of this Agreement and ending December 31, 2002.
3. Services of Consultant. During the Term the Consultant will provide
the Company, including any parent or subsidiary corporation, with such regular
and customary consulting advice as is reasonably requested by the Company,
provided that the Consultant shall not be required to undertake duties not
reasonably within the scope of the consulting advisory services contemplated by
this Agreement. In the performance of these duties the Consultant shall provide
the Company with the benefits of its best judgment and efforts. It is understood
and acknowledged by the parties that the Consultant shall be obligated to render
advice, upon request of the Company, in good faith, but shall not be obligated
to spend any specific amount of time in doing so. Consultant shall provide
investor relations services encompassing the following:
. Assist in the creation of an investor package.
. Broker/dealer relations: disseminate investor relations packages and
corporate profiles to pre-qualified brokers.
. Introductions to market makers interested in making markets in Company's
common stock.
. Increased awareness among institutional and individual investors.
. Introduce industry analysts to Company.
. Assist in the drafting and dissemination of press releases through
appropriate wire services.
. Maintain broadcast fax list and mailing list for new press releases
through appropriate wire services.
. Organize and attend any conferences or industry forums on behalf of
Company.
. Seek potential Merger and Acquisition candidates
. Promote awareness of the company in the business community of geographic
areas where we wish to establish greater distribution.
. Investigate and retain Investor relations firms at no cost to BBJ.
{PAGE}
. Introduce company to large individual investors in order to provide
potential sources of funding and to broaden investor base.
. Introduce company to brokerage firms with objective of their research
343457
|
BBJ
As referenced in this Financial Advisory and Consulting Agreement:
BBJ Environmental Technologies, Inc – PAGE}
FINANCIAL ADVISORY AND CONSULTING AGREEMENT
This Agreement is made and entered into as of this 15/th/ day of April,
2002 by BBJ Environmental Technologies, Inc . (the "Company" or "BBJ") and ACOL
International, Ltd. (the "Consultant").
In consideration of and for the mutual promises and covenants contained
herein,
_____________
BBJ Environmental Technologies, Inc – Agreement, the Company
agrees, subject to Board approval, to issue to the Consultant one million four
hundred thousand shares of Common Stock of BBJ Environmental Technologies, Inc .
in accordance with the schedule set forth in 6.1 herein and will utilize its
best efforts to file a registration statement
_____________
BBJ Environmental Technologies, Inc – hereto have executed this Agreement as of
the date first above written.
ACOL International, Ltd.
/s/ Shaniqua R. McPhee
----------------------------------
Shaniqua R. McPhee, President
BBJ Environmental Technologies, Inc .
/s/ Jerry V. Schinella
----------------------------------
Name: Jerry V. Schinella
Title: President
{/TEXT}
{/DOCUMENT}
_____________
dt 690044
| |
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Consulting Agreement
Consulting Agreement (29K)
Doc #344012: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS AGREEMENT is dated for reference the 1st day of January, 2001.
BETWEEN:
DYNAMOTIVE TECHNOLOGIES CORPORATION
105 - 1700 West 75th Avenue,
Vancouver, British Columbia
V6P 6G2
(the "Company")
AND:
R. ANDREW KINGSTON
8 Cotton Row
Plantation Wharf,
London, SW11 3UG
(the "Consultant")
WHEREAS:
(A) The Company has agreed to retain the Consultant and the Consultant has
agreed to serve the Company . . .
344012
| | |
| Subscribers | 2002 |
Consulting Agreement
Consulting Agreement (11K)
Doc #344013: This document is immediately available for purchase, but does not have a preview available for viewing.
344013
| | |
| Subscribers | 2002 |
Consulting Agreement
Consulting Agreement (11K)
Doc #344014: This document is immediately available for purchase, but does not have a preview available for viewing.
344014
| | |
| Preview
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Consulting Agreement
Consulting Agreement (39K)
Doc #344027: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS AGREEMENT is made and dated for reference the first day of January, 1999.
DYNAMOTIVE TECHNOLOGIES CORPORATION
-----------------------------------
105-1700 West 75th Avenue,
Vancouver, British Columbia V6P 6G2
(the "Company")
AND
RUSHWIND LTD,
-------------
Africa House,
Woodbourne Road,
. . .
344027
| | |
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Subscribers | 2001 |
Consulting Agreement
Consulting Agreement (14K)
Doc #344028: Click preview link for longer preview.
CONSULTING AGREEMENT
--------------------
THIS AGREEMENT is made and dated for reference the first day of May, 1999.
DYNAMOTIVE TECHNOLOGIES CORPORATION
-----------------------------------
105-1700 West 75th Avenue,
Vancouver, British Columbia V6P 6G2
(the "Company")
AND
RUSHWIND LTD.
Nightingale House
Plantation . . .
344028
| | |
| Subscribers | 2001 |
Consulting Agreement
Consulting Agreement (11K)
Doc #344029: This document is immediately available for purchase, but does not have a preview available for viewing.
344029
| | |
| Subscribers | 2001 |
Consulting Agreement
Consulting Agreement (10K)
Doc #344030: This document is immediately available for purchase, but does not have a preview available for viewing.
344030
| | |
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Consulting Agreement
Consulting Agreement (12K)
Doc #344032: Click preview link for longer preview.
CONSULTING AGREEMENT
--------------------
THIS AGREEMENT is made and dated for reference the first day of September, 1998,
DYNAMOTIVE TECHNOLOGIES CORPORATION
-----------------------------------
3650 Wesbrook Mall,
Vancouver, British Columbia V6S 2L2
(the "Company")
AND JONATHAN RHONE
--------------
3803 West 11th . . .
344032
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