EXHIBIT 10.15
CONSULTING AGREEMENT
October 9, 1997
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The parties to this agreement are T/SF Communications Corporation, a
Delaware corporation (the "Company"), and J. Xxxx Xxxxxxx (the "Consultant").
Pursuant to a Stock Purchase Agreement dated August 15, 1997, VS&A-
T/SF, Inc. has today purchased shares of the Company's common stock and the
Consultant has ceased to be Senior Vice President-Finance of the Company.
The Consultant has agreed to provide consulting services to the
Company on the terms and conditions set forth in this agreement.
Accordingly, it is agreed as follows:
1. Consulting Services.
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For a period of one year commencing on the date of this agreement, the
Consultant shall provide consulting services to the Company in connection with
(a) the transition of the ownership and management of the Company and its
subsidiaries, (b) the financial, management, accounting and statistical
reporting requirements of the Company and its subsidiaries and the
implementation of plans to satisfy those requirements, (c) the development and
finalization of the 1998 and 1999 business plans for each business of the
Company and its subsidiaries, (d) the development and implementation of
accounting functions for G.E.M. Communications, Inc., (e) the preparation of
historical financial, accounting and statistical information for 1996 and 1997
and the coordination and standardization of that information among the Company
and its subsidiaries, (f) the resolution of tax, accounting and audit issues
that may arise in the Company and its subsidiaries from time to time, and (g)
such other matters as the Company shall reasonably request. The Consultant shall
report directly to the Company's Chairman, President and Chief Executive Officer
and shall provide consulting services in such manner (in person, by telephone or
by correspondence) and at such locations as shall be agreed upon. The Consultant
shall be provided with reasonable support services and shall be based in Tulsa,
Oklahoma. The Consultant shall not be required to devote his full business time
to the performance of services on behalf of the Company and the parties
acknowledge that his time commitment to the Company shall diminish during the
term of this agreement. The Consultant shall be permitted to be unavailable
occasionally for reasonable vacation and other personal time, provided that he
gives reasonable prior notice of such unavailability.
2. Compensation.
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(a) As full consideration for the performance by the Consultant of his
obligations under this agreement, the Company shall pay him an aggregate amount
of $130,800, payable on the last day of each month during the term of this
agreement at the rate of $14,533 per month for the first six months and $7,267
per month for the remaining six months.
(b) The Company shall also reimburse the Consultant for all legitimate
business expenses incurred by him in connection with the performance of his
duties under this agreement upon presentation by him of appropriate vouchers
evidencing such expenses in accordance with the Company's usual procedures, up
to a limit of $500 per month. Any expenses in excess of that amount must be pre-
approved by the Company.
(c) To the extent permitted under the Company's medical insurance
plan, the Company shall continue to provide medical coverage for the Consultant
and his immediate family during the term of this agreement on the same terms as
provided to the Consultant in his capacity as employee of the Company
immediately prior to the date of this agreement. The parties intend for the
Consultant to be treated as a "covered employee" for purposes of such medical
insurance coverage so that Consultant's COBRA rights begin upon the termination
of this Agreement. If such treatment is not permitted under applicable law, the
Consultant's COBRA rights will begin to run at the date of this Agreement, with
the Company, in effect, paying for the Consultant's coverage during a portion of
the COBRA period.
3. Non-Competition; Non-Solicitation; Confidentiality.
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(a) For a period of one year commencing on the date of this agreement,
the Consultant shall not, directly or indirectly, engage or be interested in (as
owner, stockholder, partner, member, manager, lender, employee, agent,
consultant or otherwise) any business or entity that engages, anywhere in the
world, in any business competitive with any business in which the Company or any
of its subsidiaries is engaged or has under active consideration as of the date
of this agreement. However, this section shall not prevent the Consultant from
owning as an investment up to 2% of a class of equity securities issued by any
corporation whose shares are publicly traded and registered under the Securities
Exchange Act of 1934 or subject to Section 15(d) of such Act.
(b) For a period of one year commencing on the date of this agreement,
the Consultant shall not, directly or indirectly, employ or solicit for
employment or consulting, on his own behalf or on behalf of any other person or
entity, or otherwise encourage the resignation of, any employee of the Company
or any of its subsidiaries, except that the Consultant may employ any employee
of the Company's
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corporate headquarters whose employment is terminated by the Company or who
resigns without encouragement from the Consultant.
(c) The Consultant shall not, for a period of five years after the end
of the term of this agreement, disclose to anyone, or use in competition with
the Company or any of its subsidiaries, any information with respect to any non-
public confidential or secret aspect of the business of the Company or any of
its subsidiaries.
(d) The Consultant acknowledges that the remedy at law for breach of
the provisions of this section 3 will be inadequate and that, in addition to any
other remedy the Company may have, it shall be entitled to an injunction
restraining any breach or threatened breach, without any bond or other security
being required and without the necessity of showing actual damages. If any court
construes the covenant in this section 3 or any part thereof, to be
unenforceable in any respect, the court may reduce the duration or area to the
extent necessary so that the provision is enforceable, and the provision, as
reduced, shall then be enforceable.
4. Representations and Warranties by the Consultant. The Consultant
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represents and warrants to the Company that (a) this agreement is valid and
binding upon, and enforceable against, him in accordance with its terms, (b) he
is not bound by or subject to any contractual or other obligation or any law
that would be violated by his execution or performance of this agreement, and
(c) he is not the subject of any pending or, to his knowledge, threatened,
claim, action, judgment, order, or investigation that could adversely affect his
ability to perform his obligations under this agreement.
5. Miscellaneous.
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(a) Neither party may assign any of his or its rights or delegate any
of his or its duties under this agreement without the written consent of the
other.
(b) Any notice or other communication under this agreement shall be in
writing and shall be considered given when delivered personally or mailed by
registered mail, return receipt requested, to the parties at their respective
addresses set forth below their signatures hereto or at such other address as a
party may specify by notice to the other in accordance with this provision. Any
notice to the Company shall be directed to the attention of its President.
(c) This agreement shall be governed by and construed in accordance
with the law of the state of New York applicable to agreements made and to be
performed in New York.
(d) The failure of a party to insist upon strict adherence to any term
of this agreement on any occasion shall not be considered a waiver or deprive
that
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party of the right thereafter to insist upon strict adherence to that term or
any other term of this agreement. Any waiver must be in writing.
(e) This agreement contains a complete statement of all of the
arrangements between the parties with respect to its subject matter, supersedes
all previous agreements and understandings between or on behalf of them with
respect to that subject matter and cannot be changed or terminated orally.
(f) The Consultant shall perform the services to be rendered under
this agreement as an independent contractor and shall not have any authority to
assume or create any obligation or liability on behalf of or in the name of the
Company or to bind the Company in any respect. As an independent contractor, the
Consultant shall not be entitled to any of the benefits generally available to
the Company's employees.
(g) The Company and the Consultant acknowledge that the Company
currently (i) holds and pays the premiums on a certain disability insurance
policy covering the Consultant (the "Insurance Policy"), and (ii) is the lessee
of an automobile which is and has been used by the Consultant (the "Lease").
Promptly after the date of this agreement, the Company shall transfer the
Insurance Policy and the Lease to the Consultant, effective as of the date of
this agreement, and the Consultant shall assume all of the obligations under the
Insurance Policy and the Lease as of the date of this agreement.
T/SF COMMUNICATIONS CORPORATION
By: /s/ I L M Xxxxxx
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0000 Xxxx Xxxxxx Xxxxx Ian X.X. Xxxxxx
Xxxxx, Xxxxxxxx 00000 President & CEO
/s/ J. Xxxx Xxxxxxx
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J. Xxxx Xxxxxxx
0000 Xxxxxxxx Xx.
Xxxxxxx, XX 00000
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