EXHIBIT 10.33
AGREEMENT
Agreement made as of the 29th day of October, 1997, between National
Tobacco Company, L.P. ("National Tobacco") and North Atlantic Trading Company,
Inc. ("NATC"), each with offices at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000; and Xxxxxxx Xxxxxxxx, 000000 Xxxxxxx 000, Xxxxxxxx, XX. 00000
("Xxxxxxxx").
WHEREAS, National Tobacco has requested that Xxxxxxxx consider
resigning his position as Executive Vice President - Sales of National Tobacco
and accept the position of Vice Chairman of the Board of NATC; and
WHEREAS, Xxxxxxxx has been employed by National Tobacco since April 26,
1988; and
WHEREAS, National Tobacco wishes to retain the services of Xxxxxxxx as
a consultant.
NOW, THEREFORE, in consideration of the mutual premises of this
Agreement, acknowledged by each of the parties, and other good and valuable
consideration, the parties agree as follows:
1. Xxxxxxxx shall resign his position as Executive Vice President -
Sales of National Tobacco and accept the position of Vice Chairman of the Board
of NATC, effective November 1, 1997.
2. Xxxxxxxx shall remain as a full time employee of National Tobacco
until February 28, 1998, at his current salary of $176,000.00.
3. As of March 1, 1998, Xxxxxxxx shall become a consultant to National
Tobacco pursuant to a Consulting Agreement in the form of Exhibit A hereto.
4. National Tobacco agrees during Xxxxxxxx'x life to continue to cover
Xxxxxxxx and his wife under the Health Insurance Plan at Xxxxxxxx'x expense (at
the same rates applicable to employees and retired employees, as the case may
be) and to provide him life insurance coverage of $280,000 for so long as such
coverage can be obtained at commercially reasonable rates (it being understood
that such coverage currently costs $1,800.00 per year).
5. NATC and Xxxxxxxx are parties to an Exchange and Stockholders'
Agreement dated the 25th day of June, 1997. NATC agrees to exercise its option
on or before December 31, 1998 to purchase 10,000 shares of NATC stock held by
Xxxxxxxx at a purchase price of $40 a share. Upon completion of the purchase,
NATC agrees to waive its option to purchase the remaining shares held by
Xxxxxxxx unless Xxxxxxxx wishes to offer same for sale. In connection with such
waiver, Xxxxxxxx agrees to enter into a right of first refusal agreement with
NATC pursuant to which Xx. Xxxxxxxx will grant NATC a sixty day right of first
refusal on mutually
agreeable terms.
6. Concurrently with the execution of this Agreement, Xx. Xxxxxxxx
agrees to execute a Release in the form of Exhibit B hereto.
7. NATC agrees to make a loan to Xx. Xxxxxxxx to cover tax liability
resulting from the reorganization of National Tobacco in June 1997. This loan
will be made on or before April 15, 1998 on the same terms and conditions as
loans are made to other executives for the same purpose. Xxxxxxxx acknowledges
that the terms of such loan will require the payment of interest and periodic
payments of principal.
8. This Agreement shall be binding upon each of the parties hereto,
their respective successors, legal representative and assigns.
9. This Agreement may not be cancelled, changed or modified, except in
writing signed by the parties hereto with the same solemnity as the signing of
this Agreement.
10. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed therein.
11. This Agreement, the Consulting Agreement and the Release constitute
the entire agreement between the parties and cannot be changed except by a
writing signed by each of them.
IN WITNESS WHEREOF, the parties have duly executed this Agreement in
New York, New York as of the date first written.
NORTH ATLANTIC TRADING COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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NATIONAL TOBACCO COMPANY, L.P.
By: National Tobacco Finance Corporation,
its general partner
By: /s/ Xxxxxx X. Xxxxx, Xx.
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/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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