1
EXHIBIT 10.21
FINANCIAL AND MANAGEMENT CONSULTING SERVICES AGREEMENT
WHEREAS, ShowBiz Pizza Times Inc., a Kansas corporation ("ShowBiz")
desires to retain The Hallwood Group Incorporated, a Delaware corporation
("Hallwood"), to provide certain financial and managerial consultation services
to ShowBiz; and
WHEREAS, Hallwood has agreed to provide a variety of financial and
managerial consultation to ShowBiz in consideration for the payment by ShowBiz
to Hallwood of $125,000 per annum, and ShowBiz and Hallwood hove agreed to the
following terms and conditions related to provision of such services by
Hallwood; and
WHEREAS, certain officers of Hallwood, Messrs. Xxxxxxx X. Xxxxxxxx and
Xxxxx X. Xxxxx, have waived fees to which they might otherwise be entitled as
Directors of ShowBiz.
NOW, THEREFORE, ShowBiz and Hallwood hereby agree as follows:
1. Term. This Agreement shall become effective upon the
distribution by Integra - A Hotel and Restaurant Company ("Integra")
to its shareholders of substantially all the Common Stock of ShowBiz
owned by Integra, and shall remain in full force and effect for an
indefinite term until such time as the Board of Directors of either
ShowBiz or Hallwood shall, in the sole discretion of either, serve
notice of its intent to terminate this Agreement. Such termination
shall be effective 30 days from the date of receipt of such notice
pursuant to the provisions hereof.
2. Nature of Services. Hallwood shall, on a nonexclusive basis,
Provide financial and managerial consulting services in areas
including, but not limited to, corporate finance and acquisition
analysis. Such services will be provided by Hallwood on an "as
requested" basis only. ShowBiz and Hallwood agree that Hallwood shall
have no right or obligation to provide any services other than as
specifically requested by ShowBiz. Such services to be rendered by
Hallwood shall be beyond the scope of services rendered by members of
the Board of Directors of Hallwood serving as directors of ShowBiz.
Hallwood also agrees to permit Messrs. Xxxxxxxx and Xxxxx to be
reasonably available for consultation with ShowBiz and its officers
upon reasonable request and prior notice from ShowBiz.
3. Payment of ShowBiz. In consideration for the retention of
Hallwood and the provision of such services by Hallwood, ShowBiz
agrees to pay Hallwood the aggregate sum of $125,000 per annum,
payable in quarterly installments of $31,250, each
1
2
January 1, April 1, July 1 and October 1 during the term of Agreement.
Should this Agreement be terminated prior to end of any quarter during
the term hereof, the most quarterly installment paid to Hallwood shall
be deemed to been fully earned and not refundable to ShowBiz. Amounts
to Hallwood by ShowBiz as a fee in connection with the securities by
ShowBiz which are not allocated and paid to parties or which do not
constitute a for reimbursement expenses incurred by Hallwood in such
an offering shall credited against payments due from ShowBiz to
Hallwood hereunder.
4. Notice. Any and all notices required hereunder shall be
provided to either ShowBiz or Hallwood at the current registered
address of the headquarters of such corporation and shall be effective
upon mailing of such notice with the United States Postal Service,
Certified Mail Return Receipt Requested.
5. Full and Complete Agreement. This Agreement represents the
full and complete agreement of the parties hereto. Any amendments,
extensions, or modifications to this Agreement or any representations
or covenants not contained herein shall be of no force or affect
unless the same shall be memorialized in a fully executed amendment to
this Agreement.
EXECUTED as of the 1st day of December, 1988.
SHOWBIZ PIZZA TIME, INC.
/s/ XXXXXXX X. XXXXX
-----------------------------------
Xxxxxxx X. Xxxxx
Chairman and Chief Executive Officer
THE HALLWOOD GROUP INCORPORATED
/s/ XXXXXX X. XXXXXX
-----------------------------------
2
