Exhibit 10.2
TAMARIX CAPITAL CORPORATION
000 XXXXXXX XXXXXX
00XX XXXXX
XXX XXXX, XXX XXXX 00000
TEL: (000)000-0000
FAX: (000) 000-0000
March 25, 0000
Xxxxxxx Xxxxx Group, Inc.
0 Xxxxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xx. Xxxxxx Xxxxx
Dear Sirs:
This letter shall constitute a novation of and, in all respects, supercedes
our understanding and agreement with respect to the retention of Tamarix Capital
Corporation ("Tamarix") as financial advisor to Trident Rowan Group, Inc.
("TRG"), reflected in our agreement, dated March 7, 1997, a copy of which is
annexed. The term "Client" shall include TRG and its subsidiaries.
1. Client hereby retains Tamarix to assist it in various financial
matters, including restructuring Client's existing activities, raising
capital, etc. This retention is subject to and shall commence on the
first day of May, 1998, (the "Commencement Date") and shall continue
for a period of one year thereafter, after which it can be renewed on
the same terms for two successive one-year periods in the sole
discretion of the Board of Directors of TRG.
2. In consideration of the advisory services to be rendered by Tamarix
and all expenses incurred in connection therewith, Client agrees to
pay Tamarix $90,000 per year, payable in increments of $22,500 at the
beginning of each quarter, the first payment being on the Commencement
Date; provided, however, such payments shall be deferred until such
time as TRG's Budget (as defined below) shall be fully funded for the
twelve-month period following the date of the first of such payments.
Interest shall accrue on all such deferred payments at the rate of 8%
per annum and shall be paid to Tamarix when such deferred payments are
paid. For purposes of this agreement, the term "Budget" shall mean
that budget submitted to and approved by the Company's Board of
Directors on March 18, 1998 and any modification or amendment thereof
so approved, provided, however, the term "Budget" shall not be deemed
to include any expense or revenue item relating to any existing or
future operating subsidiary of the Company except home
office charges treated as revenue items. As additional consideration
for rendering the services contemplated hereunder, TRG shall issue to
Tamarix 32,000 restricted shares of TRG common stock, the restrictions
on which will lapse one year from the Commencement Date, and options
to purchase 17,000 TRG common shares, exercisable at a price of $5.00
each and vesting one year from the Commencement Date. Such options
shall in all other respects incorporate the terms and conditions
relating to options issued to employees pursuant to its stock option
plan for senior employees. Tamarix's ownership of the restricted
shares vest on the date hereof, but shall be subject to restrictions
and risk of forfeiture as provided herein, all lapsing twelve months
from the date hereof; provided however such restrictions and risk of
forfeiture shall earlier lapse in the event of the sale of
substantially all of the assets, merger or consolidation of TRG to,
with or into another entity with which neither it, Tamarix nor Xxxx X.
Xxxxxx immediately prior thereto is affiliated. The restrictions
referred to above are: Tamarix may not sell, transfer or hypothecate
any of the restricted shares for a period of one year from the date of
the agreement.
3. Tamarix has advised TRG of its intention to make an election pursuant
to Section 83(b) of the Internal Revenue Code of 1986, as amended, to
treat all of the restricted shares as taxable to Tamarix in 1998,
utilizing the mean average of the quoted bid and asked prices of TRG's
common shares on March 25, 1998, less an appropriate discount to
reflect the restrictions described in paragragh 2. above, for that
purpose (the Section "83(b) Price"). Tamarix, by written notice given
to TRG, given at least 30 days prior to April 15, 1999, may put up to
40% of the restricted shares to TRG at the Section 83(b) Price;
provided, however, TRG's obligation to purchase the restricted shares
pursuant to the exercise of the put shall be subject to the
availability of funding for TRG's Budget, as in effect on April 15,
1999, for the twelve months next following that date, plus sufficient
additional funding to cover the cost of the put.
4. Nothing herein contained shall operate as a bar to Tamarix continuing
to engage in those business activities in which it is currently
engaged or as a bar to it engaging in any future merchant banking and
real estate investment or services activities, whether in the United
States, Italy or elsewhere, including, but not limited to, Tamarix
engaging in merchant banking and real estate investment or services
activities in Italy with any person, firm or corporation, including,
but not limited to, Unione Fiduciaria, Messrs. Bonazzi and Xxxxxxx,
Xxxxx Xxxxxxx, Xxxxxx S.r.l., and persons introduced by them to
Tamarix.
5. TRG hereby acknowledges that, pursuant to that certain agreement,
dated March 7, 1997, which agreement this agreement supercedes, there
remains due and owing by TRG to Tamarix certain fees and reimbursable
expenses, which fees and expenses TRG hereby acknowledges are due and
owing.
2
6. This agreement, shall be governed by, and interpreted and enforced in
accordance with, the laws of the State of New York applicable to
instruments made and to be performed entirely within such State.
7. This agreement may be modified only in writing signed by both parties
to be charged hereunder.
8. Each party shall pay its own expenses in connection with the
negotiation and execution of this agreement.
* * *
If the foregoing correctly sets forth our agreement, please confirm this by
signing and returning to us the duplicate copy of this letter.
We appreciate this opportunity to be of service and are looking forward to
working with you on this matter.
Very truly yours,
TAMARIX CAPITAL CORPORATION
----------------------------------
Xxxx X. Xxxxxx
Agreed and Accepted
as of the Effective Date
TRIDENT ROWAN GROUP, INC.
By:
-------------------------------
Xxxxxx X. Xxxxx
3
