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Exhibit 2(x)
MANAGEMENT AGREEMENT
This is an Agreement entered into as of the ______ day of ______, 1997,
between United Magazine Company, an Ohio corporation (referred to below as the
"Company") and Xxxxx Management Co., an Ohio corporation (referred to below as
the "Manager").
In consideration of the mutual promises set forth below, the parties agree
as follows:
1. During the term of the Agreement, Manager shall provide for its senior
executive, Xxxxxx X. Xxxxx (hereinafter "Xxxxx") who has extensive experience in
the magazine distribution industry, to devote such time, on dates mutually
agreeable to Company and Manager, to consultation with representatives of
Company on the operations and development and marketing plans for Company's
various operating entities, all of which are engaged in the wholesale
periodicals distribution industry throughout the midwestern United States.
As requested by Company, Manager agrees to make the services of Xxxxx
available to Company for an average of eighty (80) hours per month during the
term of this Agreement.
2. In full payment of all services rendered by Manager under this
Agreement, Company shall:
a. Pay Manager a monthly fee of thirteen thousand two hundred fifty
and no/100 dollars ($13,250.00), payable on the first day of each month, in
advance.
b. Reimburse Manager, within fifteen (15) days after receipt of
statement, for all actual and reasonable out-of-pocket expenses incurred by
Manager for the benefit of Company's business. Manager shall submit monthly
statements of
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authorized expenses, which shall be supported to the extent reasonably required
by Company.
3. Manager agrees to regard and treat as secret and confidential all
business records, plans, concepts, designs, drawings and specifications which
may be disclosed to Manager by Company. All such material shall at all times
remain the property of Company. Except for fulfilling the purposes of this
Agreement, Manager agrees not to reproduce, copy or publish, or permit
reproduction, copying or publication, of such material, and will not use or
permit the use of any such material for any other purpose without Company's
prior written consent.
The foregoing restrictions of non-disclosure and non-use shall not apply to
any information which:
a. is or shall have been in Manager's possession prior to disclosure
of same to Manager by Company;
b. has been or may be acquired by Manager from others who have no
commitment of confidence or non-use to Company with respect to same; or
c. is, or through no fault of Manager becomes, a part of the public
domain by publication or otherwise.
4. Company shall have all right, title and interest in and to all drawings,
designs, data, ideas and inventions prepared, developed or conceived by Manager
while performing services for Company under this Agreement, which drawings,
designs, data, ideas and inventions relate to the development of Company's
business and investments, whether developed or conceived jointly with employees
of Company or other Managers or solely by Manager's own efforts.
5. This Agreement shall be effective for a term of three (3) years,
commencing ____________, 1997. This Agreement may be terminated by Company
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at any time for "good cause" shown. "Good cause" shall be deemed to be Manager's
gross malfeasance, which shall be cause for immediate termination of this
Agreement. Manager may terminate this Agreement at any time upon providing
thirty (30) days' prior written notice to Company. Termination of the Agreement
shall not relieve either party of its obligations under Paragraph 3 and the
first paragraph of Paragraph 4, above. In the event of termination by Company,
Company shall pay Manager, not later than the intended date of termination, any
amount by which a pro rata portion of the minimum monthly fee (computed to the
date of termination) exceeds the total amount paid to Manager by Company
[exclusive of amounts paid pursuant to Paragraph 2(b) during the month in
question].
6. While this Agreement is in effect, Manager will not consult with other
persons (including corporations, firms and individuals) who might be
reasonably considered competitors of Company with respect to the subject matter
of this Agreement.
7. All notices under this Agreement shall be in writing and shall be deemed
to have been sufficiently given if sent by registered mail, postage prepaid, as
follows:
To Company: United Magazine Company
0000 Xxxx Xxxx
Xxxxxx, Xxxx 00000
Attn: Chairman
To Manager: Xxxxx Management Co.
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Attn: Xxxxxx X. Xxxxx
8. Company covenants and represents to Manager that the individuals
executing this Agreement on its behalf have been duly authorized to do so, and
evidence of such authority will be provided to Manager upon request.
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9. Neither this Agreement nor any rights or duties arising pursuant to it
may be assigned by either side without the prior written consent of the other.
In the event of such an assignment, this Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective legal
representatives, successors and assigns.
10. This Agreement constitutes the entire understanding of the parties with
respect to the subject matter of the Agreement, and it may be amended only by
means of a written instrument signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
United Magazine Company,
an Ohio corporation
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Witness By: Xxxxxx X. Xxxxxxx
Its: President
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Witness Xxxxx Management Co.,
an Ohio corporation
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Witness By: Xxxxxx X. Xxxxx
Its: President
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Witness
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