Exhibit 10.3.9
CONSULTING AGREEMENT
This Agreement made and entered into effective as of the 1st day of
January, 1999 by and between Ballantyne of Omaha, Inc., ("Ballantyne"), a
Delaware corporation, with its principal offices at 0000 XxXxxxxx Xxxxxx, Xxxxx,
Xxxxxxxx 00000, (the "Company"), and Xxxxxx X. Xxxxxx, an individual, whose
mailing address is 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0,
("Xxxxxx").
RECITALS:
This Agreement is made with reference to the following facts and
objectives:
X. Xxxxxx is experienced in the overall management and direction of
corporations which design, develop, manufacture and distribute products for
specialized markets throughout the world.
X. Xxxxxxxxxx, a manufacturer of capital equipment for the theater and
restaurant industries, desires to engage Xxxxxx as a consultant to provide
managerial and other advisory services to Ballantyne and its subsidiaries, and
Xxxxxx is agreeable thereto.
NOW, THEREFORE, in consideration of the promises and mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
Section 1. ENGAGEMENT. Company hereby engages Xxxxxx as a consultant for a
one year term commencing as of January 1, 1999 and ending on December 31, 1999.
Notwithstanding the foregoing, either party may terminate this Contract
immediately for cause.
Section 2. ACTIVITIES OF CONSULTANT. During the term of this Agreement,
Xxxxxx will assist the Company in the continued operation of its business and
will render counsel and advice and such other services as the Company and Xxxxxx
may mutually agree upon from time to time. Xxxxxx shall devote such time to the
business affairs of the company as he, in his sole judgment and discretion,
shall deem necessary or appropriate for such purposes.
Section 3. COMPENSATION. As compensation for services to be rendered to
the Company, the Company will pay Xxxxxx at the rate of Eight Thousand Three
Hundred Thirty-Three Dollars and Thirty-Three Cents ($8,333.33) per month.
Section 4. INDEPENDENT CONTRACTOR. For the purposes of this Agreement
and the services to be rendered hereunder, Xxxxxx shall, at all times, be an
independent contractor and shall not be considered an employee of the Company.
Section 5. MISCELLANEOUS. The following miscellaneous provisions
shall apply to this Agreement:
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5.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral and written, between
the parties with respect thereto. The Agreement may be amended or supplemented
any time only by an instrument in writing signed by both parties.
5.2 APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nebraska.
5.3 BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective personal representatives,
heirs, successors and assigns, except that the obligation of Xxxxxx hereunder
may not be assigned.
5.4 NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent to the other party by
certified mail, return receipt requested, to the address for such party set
forth above or such other address as the party may give to the other in the
manner set forth for the giving for notice herein.
5.5 HEADINGS. The headings of the sections herein are for convenience only
and shall not be construed as in any manner defining, limiting or describing the
scope or intent of the particular sections to which they refer, or as affecting
the meaning or construction of the language in the body of such sections.
5.6 RECITALS. All recitals are incorporated herewith and made a part of
this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto on this 10th day of March, 1999, effective as of January 1, 1999.
BALLANTYNE OF OMAHA, INC., "Company"
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, "Xxxxxx"
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