MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement"), dated as of October 1, 1996,
but to be effective as of August 1, 1996 (the "Effective Date") between AB
PLASTICS CORPORATION, a California corporation (the "Company"), AB PLASTICS
HOLDING CORPORATION, a Delaware corporation ("Holding"), and COMPASS PLASTICS &
TECHNOLOGIES, INC., a Delaware corporation (the "Consultant").
W I T N E S S E T H:
WHEREAS, Xxxxxxx X. Xxxxx ("Xxxxx"), an affiliate of the Consultant, is
a principal stockholder of Holding, the sole stockholder of the Company, and is
a member of the Board of Directors of Holding and the Company; and
WHEREAS, Xxxxx is intimately familiar with the affairs and business of
the Company, having provided consulting services to the Company for a number of
months prior to the Effective Date of this Agreement; and
WHEREAS, the Board of Directors of Holding and the Company has
determined that it would be in the best interests of the Company to continue to
retain, through the Consultant, the services of Xxxxx to the Company to provide
general management, corporate planning and financial consulting services to the
Company, and the Consultant is willing to render such services upon the terms
and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto intending to be bound hereby, the parties
hereto agree as follows:
Section 1. Definitions. For purposes of this Agreement, the
following terms have the meanings set forth below:
"Affiliate" means, (a) with respect to the Consultant, Xxxxxxx X.
Xxxxx, the sole stockholder, President and Chief Executive Officer of the
Consultant, and (b) with respect to any other Person, any Person controlling,
controlled by or under common control with such Person or any of its Affiliate.
"Competitive Business" has the meaning set forth in Section
9.1 of this Agreement.
"Consulting Fee" has the meaning set forth in Section 4.1 of
this Agreement.
"Cause" means:
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(a) the commission by the Consultant or its Affiliate of any
act constituting (i) theft, (ii) embezzlement, (iii) fraud, (iv)
misappropriation of material property under applicable law, or (v)
non-disclosure and misappropriation of any corporate opportunity,
(b) the conviction of the Consultant or its Affiliate of
a crime resulting in material injury to the business or
property of the Company or Holding, or
(c) the material breach by the Consultant or its Affiliate of
this Agreement, including (i) the failure by the Consultant or its
Affiliate to following all reasonable and lawful directions of the
Board of Directors of the Company or Holding, or (ii) the taking of any
action by the Consultant or its Affiliate that would be reasonably
likely to cause material injury to the Company or Holding or that would
be in conflict with any material interest of the Company or Holding.
"Company" means AB Plastics Corporation, a California corporation.
"Confidential Information" means information that is not generally
known to the public and that was or is used, developed or obtained by the
Company or Holding in connection with their businesses, including (a) products
or services, (b) fees, costs and pricing structures, (c) designs, (d) analysis,
(e) drawings, photographs and reports, (f) computer software, including
operating systems, applications and program listings, (g) flow charts, manuals
and documentation, (h) data bases, (i) accounting and business methods, (j)
inventions, devices, new developments, methods and processes, whether patentable
or unpatentable and whether or not reduced to practice, (k) customers and
clients and customer or client lists, (l) other copyrightable works, (m) all
technology and trade secrets, and (n) all similar and related information in
whatever form or medium. Confidential Information will not include any
information that has been published in a form generally available to the public
prior to the date of disclosure or use of such information. Information will not
be deemed to have been published merely because individual portions of the
information have been separately published, but only if all material features
comprising such information have been published in combination.
"Consulting Period" has the meaning set forth in Section 2 of this
Agreement.
"Consultant" means the individual and collective reference to Compass
Plastics & Technologies, Inc., a Delaware corporation, and its Affiliate,
Xxxxxxx X. Xxxxx.
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"Holding" shall mean AB Plastics Holding Corporation, a Delaware
corporation.
"Initial Period" has the meaning set forth in Section 3. l(b) of this
Agreement.
"Intellectual Property" has the meaning set forth in Section 7 of this
Agreement.
"Noncompetition Period" has the meaning set forth in Section 9.1
hereof.
"Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Reimbursable Expenses" has the meaning set forth in Section 4.4 of
this Agreement.
"Subsidiary" means, with respect to any Person, any corporation,
partnership, limited liability company, association or other business entity of
which (a) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (b) if a partnership,
limited liability company, association or other business entity, a majority of
the partnership or other similar ownership interest thereof is at the time owned
or controlled, directly or indirectly, by any Person or one or more Subsidiaries
of that Person or a combination thereof. For purposes of this Agreement, a
Person or Persons will be deemed to have a majority ownership interest in a
partnership, limited liability company, association or other business entity if
such Person or Persons are allocated a majority of partnership, limited
liability company, association or other business entity gains or losses or
control the managing director or member or general partner of such partnership,
limited liability company, association or other business entity.
Section 2. Consulting Period. The Company hereby engages the
Consultant, and the Consultant hereby accepts its engagement with the Company
and Holding, upon the terms and conditions set forth in this Agreement for the
period beginning on the Effective Date of this Agreement and ending September
30, 2001 (the "Consulting Period").
Section 3. Position and Duties.
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3.1 Duties and Time Commitment.
(a) Duties. During the Consulting Period, the
Consultant and its Affiliate shall serve as a consultant to the Company and
Holding with primary responsibility, subject at all times to the direction of
the Board of Directors of the Company, to consult in respect of: (i) the general
policies and direction of the Company and Holding, (ii) assistance in connection
with various forms of financings for the Company and Holding, (iii) interfacing
with operating management of the Company in all aspects of manufacturing, sales,
distribution and customer relations, (iv) establishment of operating systems and
cost savings techniques for the Company, (v) supervision of the contemplated
establishment of manufacturing facility in Mexico, and (vi) establishment of
budgets and performance goals for senior executive officers of the Company and
Holding. The Consultant and its Affiliate shall, consistent with the foregoing,
perform such duties as may, from time to time, be determined and assigned to him
by the Board of Directors of the Company.
(b) Time Commitment. The Affiliate of the
Consultant shall:
(i) devote approximately sixty-six and 2/3
(66-2/3) percent of his business and professional time to the business of the
Company during the period commencing on the Effective Date and ending not
earlier than ninety (90) days from the Effective Date and not later than one
hundred and eighty (180) days from the Effective Date (the "Initial Period").
During the Initial Period, such Affiliate shall devote not less than fifty (50%)
percent of the time he is required to spend on Company business at the Company's
facilities to oversee the transition of ownership of the Company;
(ii) following the Initial Period and until
such time as Consultant's annual consulting fee shall be reduced to the annual
rate of $100,000 per annum, as provided in Section 4.1(b) (the "Fee Reduction
Date"), devote approximately twenty-five (25%) percent of his business and
professional to the business of the Company, plus five (5) business days per
month of on-site visits to the Company's facilities; and
(iii) following the Fee Reduction Date and
throughout the remaining term of this Agreement, devote such time as shall be
necessary to participate in management oversight, including review and
assistance in preparation of management budgets, financings and attendance at
one management meeting per month.
In connection with the foregoing, the Consultant shall not be required to
relocate his personal residence or, except as contemplated above, be required to
engage in extensive travel in connection with the performance of his duties
hereunder.
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(c) Title. During the Initial Period and
thereafter for so long as requested by the Board of Directors of the Company,
Xxxxx shall hold the title of Chief Executive Officer of the Company, without
any additional compensation.
3.2 Performance of Duties; Other Activities. The Consultant
shall cause its Affiliate to devote his best efforts, attention and skills
toward performing the consulting duties on behalf of the Company and Holding,
and such portion of the business and professional time of the Consultant's
Affiliate as is specified in Section 3. l(b) in order to enable the Consultant
to fully and faithfully perform such duties and responsibilities to the best of
its abilities in a diligent, trustworthy, businesslike and efficient manner.
Subject to performance of its commitments hereunder, the Consultant and its
Affiliate shall be entitled to engage in outside business investments,
employment and consulting duties, or charitable or political activities of their
choosing; provide ~ that such outside investments, business and other activities
do not unreasonably interfere with the performance of the Consultant's duties
hereunder.
3.3 Reporting. The Consultant will report to the Board
of Directors of the Company or any executive committee hereafter
established by such Board of Directors.
Section 4. Compensation and Benefits.
4.1 Consulting Fees and Payments.
(a) Initial Payments. On the Effective Date, Holding
and the Company shall cause to be paid to the Consultant the sum of: (i) One
Hundred and Fifty Thousand ($150,000) Dollars, in consideration of services
rendered by the Consultant to the Company and Holding prior to the Effective
Date; (ii) $33,333.32, representing accrued consulting fees owed for the months
of August and September 1996; and (iii) the sum of _______________________
($______) as full reimbursement for all traveling, entertainment, professional
fees, and other costs and expenses actually paid or owed by the Consultant or
its Affiliate prior to the Effective Date on behalf of the Company and Holding,
all of which have been itemized verified to the satisfaction of the Board of
Directors of Holding (the "Prior Expenses").
(b) Ongoing Consulting Payments. During the
Consulting Period, the Consultant's consulting fee will be at the rate of One
Hundred Thousand ($100,000) Dollars per annum (the "Consulting Fee"), which
Consulting Fee will be payable at the rate of $8,333.33 per month on the 1st day
of each month or in other regular installments in accordance with the general
payroll practices of the Company and Holding. Notwithstanding the foregoing,
during the Initial Period and continuing thereafter until the earlier to occur
of: (i) December 31, 1998; or (ii) the
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employment by the Company of a full-time Chief Executive Officer of the Company,
the Consulting Fee shall be at the rate of Two Hundred Thousand ($200,000)
Dollars per annum, payable at the rate of $16,666.66 per month, as aforesaid.
4.2 Benefits. In addition to the Consulting Fee and any
bonuses payable to the Consultant pursuant to this Agreement, the Consultant's
Affiliate shall (to the maximum extent permitted by applicable law) be entitled
to the following benefits during the Consulting Period such major medical, life
insurance and disability insurance coverage (collectively, "Benefits") as is, or
may during the Consulting Period, be provided for other senior executive
officers of the Company and Holding, up to a maximum of $20,000 per annum of
such Benefits. Notwithstanding the foregoing, any increase in the Benefits
provided to the Consultant or any of its Affiliate must be approved by a
majority of the disinterested members of the Board of Directors of the Company.
4.3 Expenses. The Company will reimburse the Consultant for
all reasonable expenses incurred by it in the course of performing its duties
under this Agreement which are consistent with the Company's policies in effect
from time to time with respect to travel, entertainment and other business
expenses ("Reimbursable Expenses"), subject to the Company's requirements with
respect to reporting and documentation of expenses.
Section 5. Term and Termination.
5.1 Term. Unless renewed by written agreement between the
Company and the Consultant, the Consulting Period and this Agreement shall
terminate on September 30, 2001 (the "Expiration Date"); provided, that the
Consulting Period shall terminate prior to the Expiration Date upon: (a) the
Consultant's resignation, (b) the death of the Affiliate of the Consultant, (c)
such disability or incapacity of the Affiliate of the Consultant which prevents
the Consultant from utilizing the services such Affiliate hereunder for a period
of six consecutive months (a "Permanent Disability"), or (d) if the Consultant
shall be terminated for Cause.
5.2 Unjustified Termination. Except as otherwise provided in
Section 5.3 below, if the Consulting Period shall be terminated by the Company
prior to the Expiration Date for any reason, other than: (a) for Cause; (b) as a
result of the Consultant's resignation; or (c) as a result of the death or
Permanent Disability of the Affiliate of the Consultant (collectively, an
"Unjustified Termination"), the Consultant shall be entitled to receive, for so
long as the Consultant has not breached and does not breach the provisions of
Sections 6, 9, 8 or 9 of this Agreement: (i) its Consulting Fee through the
Expiration Date, (ii) a bonus as provided in Section 4.2, pro-rated based upon
the number of days elapsed since the beginning of the fiscal year during which
the Consulting Period is terminated, and (iii)
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reimbursement of all Reimbursable Expenses incurred by the Consultant prior to
the termination of the Consulting Period. The amounts payable pursuant to this
Section 5.2 shall be payable in the same manner as the Consulting Fee is payable
pursuant to Section 4.1(b) above, provided, that, at the option of the Company,
amounts payable pursuant to this Section 5.2 may be paid in one limp sum
payment, within 30 days following termination of the Consulting Period;
provided, that such amount will be equal to the present value of the payments
otherwise payable pursuant to this Section 5.2, discounted at a rate of 8% per
annum.
5.3 Justified Termination. If the Consulting Period shall be terminated
by the Company prior to the second anniversary of the date of this Agreement (a)
for Cause, (b) as a result of the Consultant's resignation, or (c) as a result
of the death or Permanent Disability of both of the Affiliate of the Consultant
(collectively, a "Justified Termination"), the Consultant shall be entitled to
receive its Consulting Fee through the date of termination and reimbursement of
all Reimbursable Expenses incurred by the Consultant prior to the termination of
the Consulting Period. A termination for Cause shall become effective on the
date designated by the Company. Notwithstanding the foregoing, in the event of
the death of the Affiliate of the Consultant during the Consulting Period, the
Consultant or the estate of Xxxxx shall continue to receive six months of
consulting fees and, if and to the extent that the Company shall then maintain
any key man term life insurance insuring the life of the Affiliate of the
Consultant, the Company shall apply an applicable portion of the death benefits
from such key man insurance to pay to the Consultant the balance of its
Consulting Fee payable as at the date of the death of the Affiliate, discounted
as provided in Section 5.2 above. The balance of any such death benefits shall
be retained by and be the sole property of the Company.
5.4 Benefits. Except as otherwise required by law, all of the
Consultants rights to fringe benefits under this Agreement, if any, accruing
after the termination of the Consulting Period as a result of a Justified
Termination will cease upon such Justified Termination.
Section 6. Nondisclosure and Nonuse of Confidential Information.
Neither the Consultant nor its Affiliate shall disclose or use at any time
during the period which shall be the greater of: (a) such period as the
Consultant or its Affiliate shall be receiving compensation from the Company or
Holding (whether pursuant to this Agreement or otherwise), or (b) for so long as
the Consultant or its Affiliate shall own shares of Common Stock of the Company
(the "Non-Disclosure Period"), any Confidential Information of which the
Consultant or its Affiliate is or becomes aware, whether or not such information
is developed by it or them, except to the extent that such disclosure or use is
directly related to and required by the Consultant's performance of
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duties assigned to the Consultant pursuant to this Agreement. The Consultant and
its Affiliate will take all appropriate steps to safeguard Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft.
Section 7. Ownership of Intellectual Property. Throughout the
Non-Disclosure Period, in the event that the Consultant or any Affiliate of the
Consultant, as part of its or their activities on behalf of the Company, Apogee
or any other Subsidiary of the Company generates, authors or contributes to any
invention, design, new development, device, product, method of process (whether
or not patentable or reduced to practice or comprising Confidential
Information), any copyrightable work (whether or not comprising Confidential
Information) or any other form of Confidential Information relating directly or
indirectly to the business of manufacturing or selling of custom injection
molded plastic products (collectively, "Intellectual Property"), the Consultant
and its Affiliate acknowledges that such Intellectual Property is the sole and
exclusive property of the Company and Holding, and hereby assigns all right,
title and interest in and to such Intellectual Property the Company. Any
copyrightable work prepared in whole or in part by the Consultant or its
Affiliate during the Non-Disclosure Period will be deemed "a work made for hire"
under Section 201(b) of the Copyright Act of 1976, as amended, and the Company
will own all of the rights comprised in the copyright herein. The Consultant and
its Affiliate will promptly and fully disclose all Intellectual Property and
will cooperate with the Company and Holding to protect the Company's interests
in and rights to such Intellectual Property (including providing reasonable
assistance in securing patent protection and copyright registrations and
executing all documents as reasonably requested by the Company or Holding,
whether such requests occur prior to or after termination of this Agreement.
Section 8. Delivery of Materials Upon Termination of Employment. As
requested by the Company from time to time and upon the termination of the
Consultant's services to the Company for any reason, the Consultant will, and
will cause its Affiliate to, promptly deliver to the Company all copies and
embodiments, in whatever form or medium, of all Confidential Information or
Intellectual Property in the possession of the Consultant or its Affiliate or
within its or their control (including written records, notes, photographs,
manuals, notebooks, documentation, program listings, flow charts, magnetic
media, disks, diskettes, tapes and all other materials containing any
Confidential Information or Intellectual Property) irrespective of the location
or form of such material and, if requested by the Company, will provide the
Company with written confirmation that all such materials have been delivered to
the Company.
Section 9. Noncompetition and Nonsolicitation.
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9.1 Noncompetition. The Consultant and its Affiliate hereby
acknowledge that in the course of his prior services to the Company, the
Consultant and its Affiliate have become familiar with, and during the term of
this Agreement, will become familiar with, trade secrets and other confidential
information concerning the Company and Holding, and that such services have been
and will be of special, unique and extraordinary value to the Company.
Accordingly, the Consultant and its Affiliate hereby agree that, subject to
compliance by the Company and Holding of its payment obligations hereunder, for
such period as shall equal the greater of: (i) the period in which the
Consultant or its Affiliate shall continue own shares of Common Stock of the
Company or hold warrants or options to purchase shares of Common Stock of the
Company, or (ii) the term of the Consulting Period (the "Noncompetition
Period"), neither the Consultant nor any Affiliate thereof will not directly or
indirectly own, manage, control, participate in, consult with, render services
for, or in any manner engage in any business which shall be engaged in the
manufacture, marketing, distribution or sale of custom injection-molded plastic
products usable in the consumer electronics industry for consumer electronics
applications (a "Competitive Business") within any geographical area in which
the Company or Holding engage or plan to engage in such Competitive Business.
Nothing herein will prohibit the Consultant or its Affiliate from being a
passive owner of not more than 4.9% of the outstanding stock of any class of a
corporation which is publicly traded and is engaged in a Competitive Business,
so long as such Person has no active participation in the business of such
corporation.
9.2 Nonsolicitation. During the Non-Competition Period,
neither the Consultant nor its Affiliate will directly or indirectly through
another entity (a) induce or attempt to induce any employee of the Company or
any of Holding to leave the employ of the Company or such Subsidiary, or in any
way interfere with the relationship between the Company or any of Holding and
any employee thereof, (b) hire any individual who was an employee of the Company
or any of Holding at any time during the Non-Competition Period, or (c) induce
or attempt to induce any customer, supplier, licensee or other business relation
of the Company or any of Holding to cease doing business with the Company or
such Subsidiary, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation and the Company or any of
Holding.
9.3 Enforcement. If, at the time of enforcement of the Section
9, a court holds that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope or area reasonable under such circumstances will be
substituted for the stated duration, scope or area and that the court will be
permitted to revise the restrictions contained in this Section 9 to cover the
maximum period, scope and area permitted by law.
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Section 10. Equitable Relief. The Consultant and its Affiliate hereby
acknowledge and agree that a breach or threatened breach by any of them of any
of the covenants and agreement with the Company contained in Sections 6, 7, 8 or
9 of this Agreement could cause irreparable harm to the Company or Holding for
which it or they would have no adequate remedy at law. Accordingly, and in
addition to any remedies which the Company or Holding may have at law, in the
event of an actual or threatened breach by the Consultant or any of its
Affiliate of any of their covenants and agreements contained in Sections 6, 7, 8
or 9 of this Agreement, the Company or its Subsidiary(ies) shall have the
absolute right to apply to any court of competent jurisdiction for such
injunctive or other equitable relief as such court may deem necessary or
appropriate in the circumstances.
Section 11. Securities Ownership. The parties hereto acknowledge and
agree that:
11.1 Warrant. The Consultant has been issued a warrant exercisable at
any time through and including October 31, 2001 (the "Consultant's Warrant")
entitling the Consultant or any designee of Xxxxx to purchase five (5%) percent
of the "Fully Diluted Common Stock" (as defined in the Consultant's Warrant) of
Holdings. A true copy of the Consultant's Warrant is annexed hereto as Exhibit A
and made a part hereof.
11.2 Consultant's Option. The Consultant has been issued a stock option
exercisable at any time through and including October 31, 2001 (the
"Consultant's Option") entitling the Consultant or any designee of Xxxxx to
purchase, under certain conditions specified in the Consultant's Option, an
additional five (5%) percent of the "Fully Diluted Common Stock" (as defined in
the Consultant's Option) of Holdings. A true copy of the Consultant's Option is
annexed hereto as Exhibit B and made a part hereof.
11.3 Risk of Forfeiture of Securities. The right of Consultant to
exercise the Consultant's Option described in Section 11.2 is subject to the
satisfaction of certain financial criteria by the Company, as specified in the
Consultant's Option. Nothing contained in this Agreement shall be deemed to
create any other risk of forfeiture by the Consultant or any other designee of
Xxxxx of their rights of the holder of the Consultant's Warrant or Consultant's
Option; it being understood and agreed that the Consultant's Warrant and
Consultant's Option was issued as part of the initial subscriptions to capital
stock of Holding and has been offered in consideration of the efforts and
services provided by Xxxxx to Holding and its stockholders prior to the date of
this Agreement.
Section 12. Certain Representations. The Consultant and its Affiliate
hereby severally represent and warrant to the Company that (a) the execution,
delivery and performance of this Agreement
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by the Consultant and its Affiliate does not and will not conflict with, breach,
violate or cause a default under any contract, agreement, instrument, order,
judgment or decree to which the Consultant or such Affiliate is a party of by
which it or he is bound, and (b) upon the execution and delivery of this
Agreement by the Company, this Agreement will be the valid and binding
obligation of the Consultant and its Affiliate, enforceable in accordance with
its terms.
Section 13. Miscellaneous.
13.1 Remedies. The Company will have all rights and remedies
set forth in this Agreement, all rights and remedies which the Company has been
granted at any time under any other agreement or contact and all of the rights
which the Company has under any law. The Company will be entitled to enforce
such rights specifically, without posting a bond or other security, to recover
damages by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
13.2 Consent to Amendments. The provisions of this Agreement
may be amended or waived only by a written agreement executed and delivered by
the Company and the Consultant. No other course of dealing between the parties
to this Agreement or any delay in exercising any rights hereunder will operate
as a waiver of any rights of any such parties.
13.3 Successors and Assigns. All covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto will
bind and inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not; provided that the Consultant may not
assign its rights or delegate his obligations under this Agreement to any
Person, other than to the Affiliate individually, without the prior written
consent of the Company.
13.4 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
13.5 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, any on of which need not contain the
signatures of more than one party, but all of which counterparts taken together
will constitute one and the-same agreement.
13.6 Descriptive Headings. The descriptive headings of
this Agreement are inserted for convenience only and do not
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constitute a part of this Agreement.
13.7 Notices. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given when delivered
personally to the recipient, two business days after the date when sent to the
recipient by reputable express courier service (charges prepaid) or four
business days after the date when mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid. Such notices,
demands and other communications will be sent to the Consultant and to the
Company at the addresses set forth below.
If to the Consultant or its Affiliate:
Xxxxxxx X. Xxxxx, President
Compass Plastics & Technologies, Inc.
00 Xxxxxx Xxxxxx Xxxx
Xxx Xxxxxx, XX 00000
If to the Company or Holding:
AB Plastics Corporation
00000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
or to such other address or to the attention of such other Person as the
recipient party has specified by prior written notice to the sending party.
13.8 No Third Party Beneficiary. This Agreement will not
confer any rights or remedies upon any person other than the Company, the
Consultant, its Affiliate, and their respective heirs, executors, successors and
assigns.
13.9 Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the parties and
supersedes any prior understandings, agreements or representations by or among
the parties, written or oral, that may have related in any way to the subject
matter hereof.
13.10 Construction. The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction will be applied against any party.
Any reference to any federal, state, local or foreign statute or law will be
deemed also to refer to all rules and regulations promulgated thereunder, unless
the context requires otherwise. The use of the word "including" in this
Agreement means "including without limitation" and is intended by the parties to
be by way of example rather than limitation.
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13.11 Survival. Sections 6, 7, 8, 9 and 11 of this Agreement
will survive and continue in full force in accordance with their teens
notwithstanding any termination of the Consulting Period.
13.12 GOVERNING LAW. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY
THE INTERNAL LAW AND NOT THE LAW OF CONFLICTS, OF THE STATE OF DELAWARE.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
AB PLASTICS CORPORATION
By: /s/Xxxxxxxx Xxxxxx
--------------------------------
Its:Chairman & Vice President
--------------------------------
AB PLASTICS HOLDING CORPORATION
By: /s/Xxxxxxxx Xxxxxx
--------------------------------
Its:Chairman
--------------------------------
COMPASS PLASTICS & TECHNOLOGIES,
INC.
By: /s/Xxxxxxx X. Xxxxx
--------------------------------
Its:President
--------------------------------
/s/Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX
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