September 27, 1995
Pacific International Services Corp.
0000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx, XX 00000
LETTER OF AGREEMENT
This Letter of Agreement sets forth the terms and conditions of our employment
to solicit proxies for your upcoming Special Meeting.
(a) The services we will perform on your behalf will include the solicitation
of proxies from (1) brokers, banks, and other institutional holders, and
(2) non-objecting beneficial owners ("NOBO's") and individual holders of
record.
(b) For our services, you will pay us a fee of $6,000, of which one half is
payable in advance per the enclosed invoice and the balance at the
completion of the solicitation. You will also pay us a fee of $5.00 per
call to individual shareholders and NOBO's, which fee will include all
telephone charges.
(c) In connection with our performance of services under this agreement you
agree to reimburse us, or pay directly, or, where requested by us in
special situations (such as proxy contests), advance sufficient funds to us
for payment of the following costs and expenses:
--expenses incidental to the solicitation, including preparation and
mailing of the notice and inquiry under Rule 14a-13 of the Securities
Exchange Act of 1934 and postage and freight charges we incur in delivering
material;
--expenses we incur in working with your agents or other parties involved
in the solicitation, including data processing charges, charges for
facsimile transmissions, and charges of couriers for delivery of proxies to
your tabulation;
--expenses we incur at your request or for your convenience, including
printing additional and/or supplemental material, copying, electronic
transmissions and travel expenses of our executives;
--fees and expenses authorized by you resulting from extraordinary
contingencies during the solicitation, including advertising, media
relations, stock watch and analytical services.
(d) If requested, we will check, itemize and pay, on your behalf, from funds
provided by you, the charges of brokers and banks for forwarding proxy
soliciting material to beneficial owners and requesting voting
instructions, including the cost of cables, telegrams, and telephone calls
when necessary. To ensure that we have sufficient funds in your account to
pay these bills promptly, you agree to provide us, at the time we complete
the initial delivery of this proxy material, with a preliminary payment
equal to 75% of the anticipated broker and bank charges for distributing
this material. For this service, you will pay us five dollars and fifty
cents ($5.50) for each broker and bank invoice paid by us. If you prefer
to pay these bills directly, please strike out and initial this clause
before returning the Agreement to us.
(e) In addition to the services covered by this Agreement, you may from time to
time request that we provide you with consulting, reports or other
services. We agree, subject to the availability of personnel, to provide
such consulting, reports, or services at our then-current rates. Our
agreement to provide these services does not constitute a commitment from
Xxxxxxxxx beyond the term of the Agreement.
(f) You represent to us that you will comply with, and we represent to you that
we will comply with, applicable requirements of law relating to the
solicitation of proxies for such meeting.
(g) Pacific International Services Corp. agrees to indemnify and hold Xxxxxxxxx
harmless against any loss, damage, expense (including, without limitation,
legal and other related fees and expenses), liability or claim arising out
of Xxxxxxxxx'x fulfillment of the Agreement (except for any loss, damage,
expense, liability or claim arising out of Xxxxxxxxx'x own negligence or
misconduct). At its election, Pacific International Services Corp. may
assume the defense of any such action. Xxxxxxxxx hereby agrees to advise
Pacific International Services Corp. of any such liability or claim
promptly after receipt of any notice thereof. This indemnification
contained in this paragraph will survive the term of the Agreement.
(h) Xxxxxxxxx agrees to preserve the confidentiality of all non-public
information provided by Pacific International Services Corp. or its agents
for our use in providing services under this Agreement, or information
developed by Xxxxxxxxx based upon such non-public information.
If the above is agreed to you, please sign and return the enclosed duplicate of
this Agreement.
ACCEPTED: Sincerely,
PACIFIC INTERNATIONAL
SERVICES CORP. XXXXXXXXX & COMPANY INC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx
Title: Chairman, CEO and Title:
President
