Exhibit 10.14
Consulting Agreement dated February 3, 2003 - Xxxxxxx Xxxxxxx
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") dated as of February 3,
2003, is entered into by EMERGENT GROUP INC., a Nevada corporation (the
"Company"), with an address at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx,
00000, and XXXXXXX XXXXXXX ("Consultant"), an individual residing at 0000
Xxxxxxxxxx Xxxxxx Xxxx, Xxx Xxxxxxx, XX 00000.
RECITALS
WHEREAS, Consultant has certain valuable business experience and
expertise which could benefit the Company; and
WHEREAS, the Company desires to retain the non-exclusive consulting
services of Consultant, and Consultant is desirous of providing to the Company
his services, upon the terms and conditions herein below set forth.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto covenant and agree as follows:
1. (a) Scope and Duties of Consultant. Consultant agrees to provide the
Company with his non-exclusive services as may be required by the Company or its
subsidiaries (including, without limitation, Medical Resources Management, Inc.)
from time to time during the Term hereof (as defined below) as a consultant to
the Company, subject to the provisions of Section 1(b) below.
1. (b) In providing such services to the Company, Consultant shall
report directly to the Company's Chairman and Chief Executive Officer and the
Board of Directors of the Company. Consultant's duties shall be limited to
providing advice and guidance generally with respect to various commercial
strategies, management and operational aspects relative to the business of the
Company. Such services shall be limited to two (2) hours in any single month,
during the term of this Agreement as set forth in paragraph 2 below.
2. Term of Agreement. The Company shall retain Consultant to perform
consulting services to the Company, and Consultant hereby agrees to provide such
consulting services to the Company, for a period of twelve months, commencing on
February 1, 2003 (the "Term").
3. Personal Services. Consultant shall provide the services described
in this Agreement personally and not through any other employee, subcontractor
or agent of Consultant without the express prior written consent of the Company.
4. Remuneration to Consultant. As full and total consideration for
Consultant's services described herein, the Company shall in respect of the
Term:
(a) grant Consultant a 10 year option to purchase 250,000 shares of the
Company's common stock. The options shall be immediately vested and be
exercisable at any time and from time to time from the date of issuance through
the expiration date at an exercise price of $0.01 per share. The option will be
granted pursuant to the terms of the Company's 2002 Employee Benefit and
Consulting Services Compensation Plan. Such plan to be included as an attachment
to this document.
5. Status as Independent Contractor. Consultant's engagement pursuant
to this Agreement shall be as an independent contractor and not as an employee,
or other agent of the Company. Neither party to this Agreement shall represent
or hold itself out to be an employer or employee of the other. Consultant
acknowledges that the compensation provided in Section 4 hereinabove is a gross
amount of compensation and that the Company will not withhold from such
compensation any amounts respecting income taxes, social security payments or
any other payroll taxes. Consultant expressly agrees that all such income taxes
and payments shall be made or provided for by Consultant and that the Company
shall have no responsibility or duties regarding such matters whatsoever.
Consultant acknowledges that his complete compensation for consulting services
is set forth in Section 4 hereinabove and that, except as otherwise set forth in
Section 4 hereof, he shall not receive any benefits, including, but not limited
to medical and the ability to participate in any pension plans.
6. Waiver. The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a continuing waiver of any
subsequent breach by either party. No waiver by either party of any provision or
condition to be performed shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same time or any prior or subsequent time.
7. Notices. Any and all notices, demands or requests required or
permitted to be given under this Agreement shall be given in writing and sent,
by registered or certified U.S. mail, return receipt requested, by hand, or by
overnight courier, addressed to the parties hereto at their addresses as set
forth below or such other addresses as they may from time-to-time designate by
written notice, given in accordance with the terms of this Section, together
with copies thereof as follows:
In the case of the Company, to:
Emergent Group Inc.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: President
With a copy simultaneously by like means to: In the case of
Consultant, to:
Xxxxxxx Xxxxxxx
0000 Xxxxxxxxxx Xxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
Notice given as provided in this Section shall be deemed effective: (i) on the
date hand delivered, (ii) on the first business day following the sending
thereof by overnight courier, and (iii) on the seventh calendar day (or, if it
is not a business day, then the next succeeding business day thereafter) after
the depositing thereof into the exclusive custody of the U.S. Postal Service.
8. Choice of Law. Regardless of the place of execution or performance,
this Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to such State's
conflicts of laws provisions.
9. Jurisdiction and Venue. Any controversy or claim arising out of or
relating to this Agreement, or the alleged breach thereof, or relating to
Consultant's activities or remuneration under this Agreement, shall be settled
by a court of competent jurisdiction in the State of New York, County of New
York. Each of the parties hereto irrevocably consents to the jurisdiction of the
Federal and State Courts located in the State of New York, County of New York.
10. No Assignment by Consultant. Consultant may not assign or delegate
any of his rights, duties or obligations under this Agreement without the
express prior written consent of the Company.
11. Entire Agreement. This Agreement embodies and constitutes the full
and complete understanding and agreement of the parties with respect to
Consultant's services for the Company, whether oral or written between
Consultant and the Company, and shall not be amended, modified or changed except
by an instrument in writing executed by the party to be charged. The invalidity
or partial invalidity of one or more provisions of this Agreement shall not
invalidate any other provision of this Agreement.
12. Binding Effect. This Agreement shall inure to the benefit of, be
binding upon and enforceable against, the parties hereto and their respective,
permissible successors, heirs, beneficiaries and permitted assigns.
13. Headings. The headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
14. Counterparts. This Agreement may be executed simultaneously in one
or more original or facsimile counterparts, each of which shall be deemed an
original, but all of which when taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
EMERGENT GROUP INC.
By: /s/ Xxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxx X. Xxxxx XXXXXXX XXXXXXX
Title: Chairman
