EXHIBIT 10.8
Consulting Agreement dated January 1, 2001
with Sherwood LLC
EXHIBIT 1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), made this 1st day of January
2001 is entered into by International Plastics and Equipment Corporation, a
Pennsylvania Corporation, (the "Company"), and Sherwood LLC, a Massachusetts
Limited Liability Company, (the "Consultant").
INTRODUCTION
The Company desires to retain the services of the Consultant and the
Consultant desires to perform certain services for the Company. In consideration
of the mutual covenants and promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, the parties agree as follows:
1. SERVICES. The Consultant agrees to perform the consulting, advisory
and related services specified on SCHEDULE A to this Agreement at such
times and in such manner as shall be mutually agreed from time to time
by the Company and the Consultant. The Consultant shall render the
services to be provided hereunder in good faith and with diligence.
Although this Agreement does not require any specific time commitment
from the Consultant, the Consultant shall devote such time as is
reasonably necessary in order to perform its duties under this
Agreement in a professional manner.
2. TERM. This Agreement shall commence on January 1, 2001 (the
"Commencement Date") and shall continue until the third anniversary
date of this Agreement.
3. COMPENSATION.
3.1 INITIAL CONSULTING FEE. The Company shall pay to the
Consultant a consulting fee of $50,000.00 per annum during
the consultation Period, payable in equal monthly
installments on or before the tenth day of each month.
3.2 MEDICAL COVERAGE. The Company, shall at its sole cost and
expense, provide full 100% medical, hospitalization, dental
and ophthalmology coverage for Xxxx Xxxxxxx and his
immediate family.
4. COOPERATION. The Consultant shall use its best efforts in the
performance of its obligations under this Agreement. The Company shall
provide such access to its information and property as may be
reasonably required in order to permit the Consultant to perform his
obligations hereunder. The Consultant's personnel shall cooperate with
the Company's personnel, shall not interfere with the conduct of the
Company's business and shall observe all rules, regulations and
security requirements of the Company concerning the safety of persons
and property.
5. PROPRIETARY INFORMATION.
5.1 PROTECTED INFORMATION
(a) The Consultant acknowledges that its relationship
with the Company is one of high trust and confidence
and that in the course of service to the Company the
Consultant will have access to and contact with
Proprietary Information. The Consultant agrees that
it will not, during the Consultation Period or at any
time
thereafter, disclose to others, or use for its own
benefit or the benefit of others except the Company,
and Proprietary Information or Invention.
(b) For purposes of this Agreement, the term "Proprietary
Information" shall mean all information (whether or
not patentable and whether or not copyrightable)
owned, possessed or used by the Company, including,
without limitation, any Invention, vendor
information, customer information, apparatus,
equipment, trade secret, process, research, report,
technical data, know-how, computer program, software,
software documentation, hardware design, technology,
marketing or business plan, forecast, unpublished
financial information, budget, and list that is
communicated to, learned of, developed or otherwise
acquired by the Consultant in the course of his
service as a consultant to the Company.
(c) The Consultant's obligations under this Section 5.1
shall not apply to any information that (i) is or
becomes known to the general public under
circumstances involving no breach by the Consultant
or others of the terms of this Section 5.1, (ii) is
generally disclosed to third parties by the Company
without restriction on such third parties, or (iii)
is approved for release by written authorization of
the Board of Directors of the Company.
(d) Upon termination of this Agreement or at any other
time upon request by the Company, the Consultant
shall promptly deliver to the company all records,
files, memoranda, notes, designs, data, reports,
price lists, customer lists, drawings, plans,
computer programs, software documentation, sketches,
laboratory and research notebooks and other documents
(and all copies or reproductions of such material)
relating to the business of the Company.
(e) The Consultant acknowledges that the Company from
time to time may have agreements with other persons,
entities or governmental agencies that impose
obligations or restrictions on the Company regarding
inventions made during the course of work under such
agreements or regarding the confidential nature
of such work. The Consultant agrees to be bound by
all such obligations and restrictions that are know
to it and take all action necessary to discharge the
obligations or the Company under such agreements.
5.2 NON-COMPETITION. During the term of this Agreement, the
Consultant shall not, without the prior written consent of
the Company, for its own account or on behalf of any other
person or entity, directly or indirectly, either as
principal, agent, stockholder, employee, consultant,
representative or in any other capacity, own, manage,
operate or control, or be concerned, connected or employed
by, or otherwise associate in any manner with, engage in or
have a financial interest in any business that engages, as
its primary business, in the manufacture or sale of
products directly competitive with the principal products
provided or offered by the Company, except that nothing
contained herein shall preclude the Consultant from
purchasing or owning stock in any such competitive business
if such stock is publicly traded.
5.3 REMEDIES. The Consultant acknowledges that any breach of
the provisions of this Section 5 shall result in serious
and irreparable injury to the Company for which the Company
cannot be adequately compensated by monetary damages alone.
The Consultant agrees, therefore, that, in addition to any
other remedy I may have, the Company shall be entitled to
enforce the specific performance of this Agreement by the
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Consultant and to seek both temporary and permanent
injunctive relief (to the extent permitted by the law)
without the necessity of proving actual damages.
6. TERMINATION FOR CAUSE. The Company shall have the right to terminate
this Agreement for Cause prior to the expiration of the Consulting
Period. The term "Cause" as used herein shall mean the persistent
failure of the Consultant to perform its duties in accordance with the
terms of this Agreement or the performance of such duties in a grossly
negligent manner. In the event the Company desires to terminate this
Agreement for Cause, the Company shall give the Consultant written
notice of its intent to terminate, which notice shall set forth the
reasons for such termination, and this Agreement shall be terminated
30 days after the date on which the Consultant receives such notice
unless, prior to the expiration of such 30-day period, the consultant
has remedied the situation that gave rise to the Cause for
termination. In the event of termination under this Section 6, the
Consultant shall be entitled to receive the monthly installment of the
consulting fee, pro-rated through the effective date of termination.
7. INDEPENDENT CONTRACTOR STATUS. The Consultant shall perform all
services under this Agreement as an "independent contractor" and
neither the Consultant nor any of the Consultant's personnel shall be
an employee or agent of the Company. The Consultant is not authorized
to assume or create any obligation or responsibility, express or
implied, on behalf of, or in the name of, the Company or to bind the
company in any manner.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and
understandings, whether written or oral, relating to the subject
matter of this Agreement.
9. AMENDMENT. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Consultant.
10. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of
Pennsylvania.
11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and
inure to the benefit of, both parties and their respective successors
and assigns, including any corporation with which, or into which, the
Company may be merged or which may succeed to its assets or business,
provide, however, that the obligations of the Consultant are personal
and shall not be assigned by him.
12. MISCELLANEOUS.
12.1 No delay or omission by the Company in exercising any right
right under this Agreement shall operate as a waiver of that or
any other right. A waiver or consent given by the Company on
any one occasion shall be effective only in that instance and
shall not be construed as a bar or waiver of any right on any
other occasion.
12.2 The captions of the sections of this Agreement are for
convenience of reference only an no way define, limit or affect
the scope or substance of any section of this Agreement.
12.3 In the event that any provision of this Agreement shall be
invalid, illegal or otherwise unenforceable, the validity,
legality and enforceability of the remaining provisions shall
in no way be affected or impaired thereby.
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SCHEDULE A
Sherwood-LLC will provide IPEC with the following consulting services:
1. Assist in the career development of IPEC's Chief Financial Officer,
("CEO").
A. Provide guidance in preparation of annual budgets
B. Assist in the development of management reporting systems
C. Teach the discounted cash flow technique for analyzing
options
D. Assist in establishing internal controls for capital
expenditures and purchasing.
2. Provide an analysis of the options for the Xxxxxxx facility.
3. Assist in the search for either investment banking or venture capital
contacts.
4. Develop a three year financial plan with IPEC CFO.
5. Assist in the modification, development and implementation of
consistent and fair policies, rules, regulations and grievance
procedures for the workforce.
6. Continue to xxxxxx the development of cost savings programs.
7. Initiate a program of continuous improvement in the manufacturing
department.
8. Audit the Workers Compensation bills for accuracy. Recommend any
corrective action to manufacturing management.
9. Assist in the modification and development of wage scales, job
classifications, incentive plans and bonus systems for the workforce.
10. Work with IPEC CFO to coordinate a weekly telephone conference call
of all available management and consulting personnel.
11. Meet with IPEC CFO at the Xxxxxxx facility for two days during the
2001 year to analyze to operation from a financial perspective.
12. Meet with IPEC staff at the New Castle facility at least twice a
year for four days each visit. The visits will take place in the
July/August/September and November/December time periods.
13. Attend four Board Meetings annually, -one each in Naples, FL and
Boston, MA and two in New Castle, PA.
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