EXHIBIT 10.6
MANAGEMENT/ CONSULTING AGREEMENT
This Consulting Agreement (Agreement) is, effective the 1st day of
July, 2004, between Champion Communication Services, Inc. (Corporation), a
Delaware corporation, having its principal office in The Woodlands, Xxxxxxxxxx
County, Texas and Richmond Holdings, Inc., a Texas Corporation and its sole
shareholder, Xxxxxx X. Xxxxxxxx (Executive) whose address is 0000 Xxxxxxxx Xxxx,
Xxxxxx, Xxxxx, 00000.
WHEREAS the Corporation carries on the business of providing
two-way radio dispatch communications, wireless local loop communication
equipment sales and other communication related activities (the "CORPORATION
BUSINESS");
AND WHEREAS the Executive is engaged by the Corporation;
AND WHEREAS the Corporation believes that the Executive has
unique knowledge and expertise in relation to the Corporation Business;
NOW THEREFORE this Agreement witnesses that in consideration
of the sum of One ($1.00) Dollar of lawful money of Canada and other good and
valuable consideration now paid by each of the parties hereto to the other, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. AGREEMENT TO SERVE AS EXECUTIVE
By executing this Agreement, the Corporation engages the Executive and
the Executive accepts such engagement and agrees to perform the
services described in Article 4 below (the "SERVICES"), all according
to the terms and conditions of this Agreement. The Executive agrees and
acknowledges that he shall perform the Services for the Corporation and
that no other party or entity shall perform the Services.
2. TERM
Subject to Article 9 of this Agreement, the term of this Agreement
shall be for a period of six (6) months commencing on July 1, 2004 and
ending on December 31, 2004 (the "TERM") and, thereafter, for
successive one (1) year periods unless terminated in accordance with
Article 3 of this Agreement.
3. TERMINATION AT END OF TERM
Upon the expiry of the Term, either the Executive or the Corporation
may terminate this Agreement at any time by giving the other at least
sixty (60) days prior written notice of termination, or a period of
prior notice which has been otherwise mutually negotiated and agreed
upon by all of the parties hereto.
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4. SERVICES TO BE PROVIDED
(i) During the term of this Agreement, the Executive shall provide
services (the "SERVICES") to the Corporation in the following
manner:
(a) to provide management services and advice to the
Corporation as requested by the Corporation;
(b) to fulfill the role of President and Chief Executive
Officer ("CEO") of the Corporation at the discretion
of the Board and to fulfill all such duties and
responsibilities as are consistent with such role
including, but not limited to, managing the day to
day operations of the Corporation, developing
strategic direction for the Corporation to enhance
shareholder value, working in conjunction with the
Board of Directors of the Corporation, establishing
the budgets for various departments of the
Corporation, hiring employees, and developing,
implementing and managing business plans for the
Corporation;
(c) to make decisions on the appointment and supervision
of the senior management team; and
(d) to perform, to the best of his ability, utilizing all
of his skill and experience, tasks reasonably
assigned to the Executive from time to time by the
Corporation.
(ii) The Corporation agrees to make available to the Executive such
information and resources as are necessary to enable the
Executive to perform his duties and fulfill his
responsibilities as the President and CEO of the Corporation.
(iii) The Executive shall be a voting member of the Board of
Directors of the Corporation.
5. COMMITMENT
During the term of this Agreement, the Executive shall devote his full
employment time and commitment to the Corporation Business, of a
minimum average of forty (40) hours per week to performing the Services
under this Agreement at the business premises of the Corporation.
6. COMPENSATION
During the term of this Agreement, the Executive shall be compensated
as follows:
Compensation:
(a) The Executive shall be paid 15% of the gross sales
price of all spectrum licenses sold as compensation
for the Services provided under this Agreement.
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Stock Grants and Stock Options:
(b) The Executive shall receive such stock options as are
approved by the Board of Directors from time to time.
7. EXPENSES
The Corporation shall reimburse the Executive for all expenses
reasonably incurred in connection with his Services as may be approved
by the Corporation from time to time. For all such expenses, the
Executive shall furnish the Corporation statements and vouchers in such
form and with such reasonable detail as shall be reasonably required by
the Corporation. The Executive is responsible for all expenses directly
associated with the sale of spectrum, specifically any consultants'
fees or commissions and travel and related sales expenses.
8. PAYMENT
The Corporation agrees to pay the Executive on the tenth day following
the receipt of payment in good funds for each spectrum transaction
closing.
9. TERMINATION
The Corporation may terminate this Agreement hereunder for cause by
delivering to the Executive written notice of termination and such
termination shall be effective forthwith. For the purposes hereof, the
term "cause" means serious misconduct or misfeasance detrimental to the
interests of the Corporation by the Executive. Without limiting the
generality of the foregoing, the failure to follow reasonable
directives of the Corporation shall constitute cause.
10. TERMINATION UPON DEATH OR DISABILITY
This Agreement shall terminate upon the death of the Executive or at
the Corporation's election, if the Executive becomes unable, by reason
of physical or mental disability, with or without reasonable
accommodation, to perform the essential functions under this Agreement
for the minimum disability period. The term "minimum disability period"
means three consecutive months or shorter periods aggregating ninety
(90) business days or more in any twelve (12) month period. The
determination of whether grounds for termination exist under this
section shall be made in good faith by the Corporation.
11. CONFIDENTIALITY
(a) Except as is necessary for the Executive to render
the services hereunder or as otherwise required by
law, all knowledge and information concerning
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the business operations and financial affairs or
condition of the Corporation acquired by the
Executive as a result of the services to the
Corporation, excepting knowledge or information
generally available to the public by means of
disclosure other than by the Executive, is
confidential information acquired in the strictest
confidence.
(b) Without limiting the generality of the foregoing,
confidential information shall include in particular
any knowledge or information respecting the
Corporation's properties, results of exploration,
financings, or other private or confidential matters,
and all confidential information shall be held by the
Executive in trust for the sole benefit of the
Corporation.
(c) The Executive shall not disclose directly or
indirectly (except for the benefit of the
Corporation) to any person, business, corporation or
other entity not authorized by the Corporation, or
otherwise use, any secret or any confidential
information or other knowledge or data of the
Corporation whether held in trust by the Executive,
whether or not obtained, acquired or developed by the
Executive and including in particular, information
relating to the services and customers of the
Corporation.
15. FURTHER ASSURANCES
The parties hereto covenant and agree that they will from time to time
and all times hereafter, upon every reasonable request of the other,
promptly make, do and execute, all such further acts, deeds or
assurances as may be reasonably required for the purposes of
implementing the matters contemplated by this Agreement.
16. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
17. NOTICES
All notices, requested, demands or other communications under this
Agreement or in connection herewith shall be delivered or sent by
registered mail, postage fully prepaid, addressed to the other party or
delivered to such other party as follows:
(i) in the case of the Corporation, addressed to:
Xx. Xxxxxx X. Xxxxxxxx
Champion Communication Services, Inc.
0000 Xxxxxxxxx Xx. #000
Xxx Xxxxxxxxx, Xxxxx 00000
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(ii) in the case of the Executive, addressed to:
Xx. Xxxxxx X. Xxxxxxxx
Richmond Holdings, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
or at such address as any of the said parties shall by written notice
to the other direct. All notices, requested, demands and other
communications so given shall be considered effective upon the date of
delivery, if delivered, and on the third business day following the
mailing thereof, if mailed, to the address stated above for the
applicable party. In the event of a mail strike or postal interruption
at any time during the term of this Agreement, all notices, requested,
demands and other communications shall be delivered.
18. SUCCESSORS AND ASSIGNS
This Agreement is personal to, and may not be assigned or otherwise
transferred by the Executive.
19. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas and the federal laws of The United
States of America applicable therein.
IN WITNESS WHEREOF the parties hereto have duly executed and
delivered this Agreement on the date first above written.
CHAMPION COMMUNICATION SERVICES, INC. Richmond Holdings, Inc.
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Xxxxxx X. Xxxxxx, E Vice President Xxxxxx X. Xxxxxxxx, President
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