CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made effective as of the 1st
day of June, 1997, by and between XXXXXX X. XXXXXXXX ("Xxxxxxxx") and XXXXXXXX
FOODS OF DISTINCTION, INC., a Colorado corporation (the "Company"), under the
following circumstances:
X. Xxxxxxxx is the former Chief Operating Officer of the Company
having resigned his positions with the Company.
B. Because of the knowledge of the Company's business and customers
which Xxxxxxxx has acquired over the past nine (9) months, the Company desires
to retain Xxxxxxxx as a consultant to the Company during the next nine (9)
month period.
X. Xxxxxxxx is willing to render to the Company consulting services
in connection with its business and customers upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consulting. The Company hereby retains Xxxxxxxx to perform
independent consulting services for a period commencing as of June 1, 1997 the
date hereof and terminating on February 28, 1998. Xxxxxxxx hereby accepts the
Company's retainer as independent consultant.
2. Consulting Services. When requested by the Company, Xxxxxxxx
shall provide the Company with advice and counsel regarding the Company's
business matters. Xxxxxxxx shall provide such services at such times (up to
two days equivalent per month on a non-cumulative basis) and locations as are
reasonably requested by the Company, provided, however, that such services do
not conflict, with respect to either times or duties, with any employment
duties of Xxxxxxxx to any new employer, any consulting assignment or self-
employment duties. Additional time requested of Xxxxxxxx by the Company shall
be compensated at a mutually agreeable rate. The Company and Xxxxxxxx agree
that in the event Xxxxxxxx fails to provide such services to the Company when
requested and continues to do so for a period of thirty (30) days after
notified in writing by the Company of such failure, the consulting payment
required to be paid hereunder shall be suspended until Xxxxxxxx complies with
the Company's request. Xxxxxxxx shall exercise good faith and best efforts in
providing such consulting services to the Company. All of Xxxxxxxx'x services
performed hereunder shall be for the exclusive benefit of the Company.
Xxxxxxxx shall be reimbursed for all reasonable business expenses incurred by
him in performance of any services hereunder, as approved in advance by the
Company.
3. Consulting Fee. The Company shall pay a quarterly consulting fee
(the "Consulting Fee") to Xxxxxxxx of thirty-nine thousand dollars
($39,000.00) payable in three (3) installments of thirty-nine thousand dollars
each on July 1, 1997, October 1, 1997 and January 2, 1998.
4. Relationship of the Parties. The relationship of Xxxxxxxx to the
Company shall be that of an independent contractor. Xxxxxxxx shall not be
deemed to be employee or an agent of the Company for any purpose. Xxxxxxxx
agrees not to represent or warrant to any other person that he has any
authority to bind or
commit the Company to any obligation.
5. Benefits. Xxxxxxxx shall not have any claim under this Agreement
or otherwise against the Company for compensation other than as set forth in
paragraph 3 above.
6. Assignment and Acceleration. Xxxxxxxx shall not assign, sell,
transfer or delegate any of his duties pursuant to this Agreement. In the
event a sale, merger or other change in control of the Company, any unpaid
portion of the Consulting Fee shall be paid immediately in advance.
7. Amendment. This Agreement may be modified or amended only by a
writing signed by both parties hereto.
8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter of this
Agreement and any and all written or oral agreements heretofore existing
between the parties hereto are expressly canceled.
9. Inurement and Death Benefit. This Agreement shall inure to the
benefit of and be binding upon the parties, their heirs, legal
representatives, successors and assigns. In the event of the death of Xxxxxxxx
during the term of this Agreement, the unpaid portion of the Consulting Fee
shall be paid to Xxxxxxxx'x heirs.
10. Governing Law. This Agreement shall be governed and interpreted by
the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto above have executed this
Agreement on the day and year first written above.
/s/ Xxxxxx X. Xxxxxxxx
XXXXXX X. XXXXXXXX
"Xxxxxxxx"
XXXXXXXX FOODS OF DISTINCTION, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Chairman, President and CEO
