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EXHIBIT 10.45
CONSULTING AGREEMENT
This Consulting Agreement (hereinafter "Agreement") dated as of April
1, 1997, between XXXXXX XXXXXXXXXX, INC., a corporation organized and existing
under the laws of the State of Delaware (hereinafter "Corporation") and
CAMBRIDGE DEVELOPMENT CORPORATION, 00 Xxxxxxxxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxx
Xxxx 00000 (hereinafter "Consultant"), and Xxxxxx Xxxxxxxx (hereinafter
"Xxxxxxxx"), the President of Consultant residing at 00 Xxxxxx Xxxx, Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000.
WHEREAS, in the past, Consultant's President, Xxxxxxxx has been a
member of the Board of Directors of the Corporation and has from time to time
consulted to the Corporation on both business and financial matters, and
WHEREAS, the Corporation desires to engage the Consultant as its
business and financial consultant, and WHEREAS, the Consultant desires to accept
such engagement, all on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual understanding set forth
herein, the Corporation and the Consultant agree as follows:
1. CONSULTANT'S DUTIES: The Corporation hereby engages the Consultant
as its business and financial consultant. The Consultant by Xxxxxxxx shall
continue to serve as a director
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of the Corporation. Subject at all times to the control and direction of the
Board of Directors and the Chief Executive Officer of the Corporation, the
Consultant shall have the duties as the general advisor and consultant to
management on all matters pertaining to the business and to render all other
services relevant thereto. The Consultant, by Xxxxxxxx, shall perform all other
duties that may be assigned to it by the Board of Directors provided said duties
be consistent with the prestige or responsibility of Xxxxxxxx'x position. The
Consultant shall, through its agents, servants and employees, devote its best
efforts at all times necessary to perform its duties and to advance the
Corporation's best interests, subject to reasonable vacations. The Consultant
and the Corporation acknowledge that the Consultant and its agents, servants and
employees has other business interests and shall not be required to devote its
exclusive time and attention to the performance of its duties hereunder.
2. TERM: Unless sooner terminated as provided in Section 4 below, this
Agreement shall be for a term of three (3) years commencing as of June 1, 1997
and ending on May 31, 2000; provided however, that the term of this Agreement
shall be automatically extended on the same terms and conditions for a one year
period from year to year thereafter unless either the Corporation or the
Consultant shall give written notice of the termination of this Agreement to the
other at least ninety (90) days prior to the expiration of said term
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or extended term.
3. COMPENSATION: For all services rendered by the Consultant under this
Agreement, the Corporation shall pay to Consultant as compensation the sum of
$65,000 per annum, payable in equal bi-weekly installments of $2,500.
4. HEALTH AND LIFE INSURANCE: The Corporation shall, at no cost to the
Consultant or Xxxxxxxx, provide Xxxxxxxx with full health insurance, basic,
major medical and dental as well as group life insurance. Said coverage shall be
identical to that afforded the Corporations's top executives.
5. EXPENSES: Consultant will be reimbursed by the Corporation for all
reasonable business expenses incurred by the Consultant in the performance of
its duties. Said reimbursement shall be made no less frequently than monthly
upon submission by the Consultant of a written request for same.
6. EARLY TERMINATION: The Consultant's engagement under this Agreement
may be terminated prior to the expiration or termination of this Agreement as
set forth in Section 2 above only as follows:
a. The Consultant's engagement under this Agreement shall
automatically terminate upon the death of Xxxxxxxx.
b. If Xxxxxxxx shall be disabled because of illness, injury, mental
incapacity or other
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reason and is substantially unable to perform the duties of the Consultant
duties under this Agreement for a period of six consecutive calendar months, the
Corporation may, by written notice given after the end of the sixth month, elect
to terminate the Consultant's engagement under this Agreement.
c. The Consultant's engagement under this Agreement may be terminated
by the Corporation for Cause (as defined below) by giving written notice thereof
to the Consultant. Such termination shall be effective as of the termination
date specified in such notice. "Cause" shall mean only (i) the breach or
violation of any of the terms, covenants or conditions of this Agreement in any
respect, (ii) the failure or refusal of the Consultant to perform the duties
reasonably assigned to it under this Agreement or by the Board of Directors of
the Corporation, and (iii) the filing of a voluntary petition in bankruptcy by
the Consultant or Xxxxxxxx (which petition shall not have been discharged within
30 days after its filing), an assignment by the Consultant or Xxxxxxxx for the
benefit of creditors, or any proceeding under any law for
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the relief or readjustment of indebtedness shall have been commenced involving
the Consultant or Xxxxxxxx (which proceeding involving the Consultant shall not
have been vacated or discharged within 60 days after its commencement).
7. SAVINGS CLAUSE: The determination that any provision of this
Agreement is unenforceable shall not terminate this Agreement or otherwise
affect the other provisions of this Agreement, it being the intention of the
parties hereto that this Agreement shall be construed to permit the equitable
reformation of such provision to permit the enforcement thereof, if possible,
and otherwise to permit the enforcement of the remaining provisions of this
Agreement as if such unenforceable provision were not included herein.
8. EQUITABLE RELIEF: The parties hereto agree and declare that legal
remedies may be inadequate to enforce the provisions of this Agreement and that
equitable relief, including specific performance and injunctive relief, may be
used to enforce the provisions of this Agreement.
9. NOTICES: Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given and
received on the date when personally delivered or deposited in the United States
Mail,
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registered postage prepaid, addressed:
a. if the Corporation to:
Xx. Xxxx Xxxxxx
Xxxxxx Xxxxxxxxxx, Inc.
0000 X.X. 00xx Xxxxxx
Xxxx Xxxxxxxxxx, XX 00000
b. if to the Consultant or Xxxxxxxx to:
Xx. Xxxxxx Xxxxxxxx
00 Xxxxxx Xxxx
Xxxx Xxxxxxxxxx, XX 00000
or to such other address as the Corporation or the Consultant may designate in
writing.
10. AMENDMENTS: This Agreement may be amended or modified only by a writing.
11. GOVERNING LAW: This Agreement shall be governed and construed under the laws
of the State of Florida.
12. ENTIRE AGREEMENT: Effective June 1, 1997, this Agreement constitutes the
entire Agreement between the Consultant and the Corporation, with respect to its
subject matter, and all prior and other agreements between them, oral or written
concerning the same subject matter are merged into this Agreement and thus
extinguished.
13. SURVIVAL OF COVENANTS: Any of the provisions which would by their terms
continue after the termination of this Agreement shall be deemed to survive such
termination.
14. ASSIGNABILITY AND BINDING EFFECT: This Agreement shall be binding upon and
inure to the benefit of the Corporation and its successors and assigns. This
Agreement may not be
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assigned by either party without the written consent of the other party hereto,
provided, however, that the Corporation at its option, may assign this Agreement
in connection with any sale or transfer of its stock, assets or business or that
of its affiliates or subsidiaries.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first written above.
XXXXXX XXXXXXXXXX, INC.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Chief
Executive Officer
Consultant:
CAMBRIDGE DEVELOPMENT CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, President
and Xxxxxx Xxxxxxxx
Individually
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