Exhibit 10.1
As of March 28, 2007
Moving Images, LLC
c/o Xxxxx Xxxxxx
000 Xxxxxxxxxx Xxxx
Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Gentlemen:
Reference is made to your Consulting Agreement with Trans-Lux Corporation
("TLX") effective as of December 1, 2004 as heretofore amended (the
"Agreement").
1. Notwithstanding anything contained in the Agreement to the contrary,
you ("Consultant") acknowledge and agree that Consultant is voluntarily reducing
the consulting fee payments for each month in calendar 2007 to $25,000 per month
at an annual rate of $300,000. Consultant hereby exercises its right to extend
the Agreement for three years through December 31, 2014 pursuant to Paragraph 2
of the amendment dated as of May 1, 2006. In consideration of the foregoing
reduction and exercise of option to extend effective in 2007 instead of 2008,
the fees for such three year period ending December 31, 2014 shall be increased
$15,000 per year to the fixed rate of $195,000 per year payable in equal monthly
payments of $16,250. Accordingly, after giving effect to the foregoing, the
annual fees paid by TLX to Consultant shall be as follows: $300,000 per annum
for each calendar year 2007 through 2011 and $195,000 per annum for each
calendar year 2012 through 2014.
2. In further consideration of the voluntary action by Consultant in
paragraph 1 above, paragraph 3 of the amendment dated as of May 1, 2006 is
amended in its entirety to read as follows:
Consultant shall be entitled to recoup all prior
reductions and waivers of annual fees and CPI increases
subsequent to December 1, 2004 in the event (i) the EBIDTA for
any calendar year commencing with 2007 and continuing through
2011 equals or exceeds $14 million, and (ii) the underfunding
of the TLX Pension Plan has been eliminated at any time between
January 1, 2007 and December 31, 2011 (the "Elimination
Period"). In the event such underfunding has been reduced to
$1,500,000 or less during the Elimination Period, but not
entirely, then such recoupment shall be 50% and the other 50%
shall be recouped in the event the underfunding is completely
eliminated during such Elimination Period.
3. All other terms and conditions of the Agreement remain in full force
and effect.
Please acknowledge below your acceptance of this letter.
Trans-Lux Corporation
By: /s/ Xxxxxx X. Xxxxx
__________________________
Xxxxxx X. Xxxxx,
Executive Vice President
Accepted and Agreed:
MOVING IMAGES, LLC
By: /s/ Xxxxx Xxxxxx
________________________
Xxxxx Xxxxxx, Manager
Approved:
/s/ Xxxxxxx Xxxxxx
__________________________
Xxxxxxx Xxxxxx
