CONSULTING AGREEMENT
EXHIBIT
10.42
THIS
AGREEMENT (“Agreement”) is entered into on July 26, 2007, by and between
Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Company”), RV
Acquisition, Inc.,
a
Delaware corporation (“RV
Acquisition”), and Xxxxxx X. Xxxxxxxx (the
“Consultant”).
WHEREAS,
the Consultant is a member of the Board of Directors (the “Board”) of the
Company; and
WHEREAS,
the Company and RV Acquisition wish to engage the Consultant as a consultant
to
the Company in order to assist the Chief Executive Officer (the “CEO”)
and
the
senior management of
the
Company in certain areas of the Company’s business and operations;
and
WHEREAS,
the Consultant wishes to accept such engagement on the
terms
and
subject to the conditions set forth herein,
NOW
THEREFORE, in consideration of the mutual covenants and agreements set
forth
herein,
the parties agree as follows:
1. Engagement
as Consultant. Effective as of August 1, 2007 (the “Effective
Date”), the Company shall engage the Consultant, and the Consultant shall
serve the
Company as a consultant, on the terms
and
conditions set forth herein.
2. Term. This
Agreement shall be effective as of the Effective Date and shall continue for
a
twelve-month period ending on July 31, 2008 (the “Term”), unless earlier
terminated by either party upon 90
days
advance notice to the other party.
3. Services
and Duties.
(a) The
Consultant agrees to consult with and provide advice to the CEO and other
members of the senior management in such manner and on such business
and financial matters as the Company
may request from time to time (such consulting and advisory services,
collectively, the “Consulting Services”).
(b) The
Consultant shall devote a specific amount of time each month, to be agreed
upon
by the Consultant and the Board, to the performance of the Consulting
Services.
4. Fees.
In consideration of the Consulting Services to be performed during the Term,
the
Company shall pay to the Consultant an annual fee of $300,000 (the “Annual
Fee”), to
be paid in equal installments
consistent with the Company’s general payroll practice.
5. Service
on the Board. In addition to providing the Consulting Services,
the Consultant shall continue serving as a member of the Board and, if requested
by the Company, the
Chairman of the Board.
6. Entire
Agreement; Modifications. Unless otherwise specified, this
Agreement constitutes the entire and final expression of the agreement among
the
parties hereto with respect
to the subject matter hereof
and supersedes all prior agreements, oral and written, among the parties hereto
with respect to the subject matter hereof.
7. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the Company, RV Acquisition, and their respective successors and assigns,
and
shall
be binding upon and inure
to
the benefit of the Consultant; provided, that the rights and obligations
of the Consultant under this Agreement shall not be assignable; provided,
further,
that the rights and obligations of the Company
under this Agreement shall not be assignable except to a purchaser of all or
substantially all of the assets of the Company (provided,
that such purchaser explicitly assumes all of the Company’s
obligations under this Agreement); provided, further, that the
rights and obligations of RV Acquisition under this
Agreement shall not be assignable except (i) to any affiliate of RV Acquisition,
or (ii) to any
purchaser, directly or indirectly, of (A) more than 50% of the voting securities
of
RV Acquisition or the Company (whether by merger, consolidation, sale or
transfer of any or all of RV Acquisition’s or
the
Company’s outstanding capital stock), or (B) all or
substantially all of the assets of the Company.
8. Amendment
and Waiver. Any provision of this Agreement may be amended, waived or
terminated only in a writing signed by the parties hereto. No waiver
of any provision hereunder
or any breach or default
thereof shall extend to or affect in any way any other provision or prior or
subsequent breach or default. No course of dealing between the
parties shall be
deemed to affect or to modify, amend or
discharge any provision or term of this Agreement.
9. Counterparts.
This Agreement may be executed in separate counterparts, any one of which need
not contain the signatures of more than one party, but all such counterparts
taken
together shall constitute one
and
the same instrument.
10.
Governing
Law. This agreement shall be governed by and construed in
accordance with the domestic laws of the State of Florida, without giving effect
to any choice of law or
conflict of law principles thereof.
* * * * *
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
LAZY
DAYS’ R.V. CENTER, INC.
By: /s/Xxxx
Horton______________________
Name:
Xxxx Xxxxxx
Title: Chief
Executive Officer and Chief
Financial
Officer
RV
ACQUISITION, INC.
By: /s/Xxxx
Horton_______________________
Name:
Xxxx Xxxxxx
Title: Chief
Executive Officer and
President
/s/Xxxxxx
X. Donnelly______________________
Xxxxxx
X.
Xxxxxxxx
