CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Agreement") dated as of March 25, 1998 (the
"Effective Date") by and between Trident Rowan Group, Inc., a Maryland
corporation (the "Company"), and Xxxxxxx Xxxxx, an individual residing at 00,
Xxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Palace, Monte Carlo, Monaco 98000
("Consultant").
W I T N E S S E T H
WHEREAS, the Company wishes to retain Consultant to serve in an executive
capacity and Consultant is desirous of being so retained;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto agree as follows:
1. Consultancy, Duties and Acceptance.
(a) The Company hereby retains Consultant for the Term (as
hereinafter defined) to render his services to the Company as Chief Financial
Officer of the Company with those responsibilities typically obtaining to such
position, including, but not limited to, working with the Chief Executive
Officer and the Chairman of the Board of Directors of the Company ("Chairman")
on the preparation and implementation of budgets, identifying sources of
financing for company projects, selling non-core assets, developing and
implementing financial "PR" programs, and dealing with shareholders. In the
performance of his duties, Consultant shall report to the Chairman, and, in
addition, shall be subject to the instructions, directions and policies of the
Board. Notwithstanding the foregoing, Consultant shall not be deemed or be asked
to serve as the Company's "Principal
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Financial Officer" for US. regulatory purposes. During the Term, the Company
shall cause Consultant to be included in the slate of nominees for the Board and
to be elected a member of the Executive Committee (if permitted by applicable
law).
(b) Consultant shall render to the Company the duties and services
referred to above, and shall devote such part of his working time, attention and
energies to the performance of the business of the Company and its Affiliates
(as hereinafter defined) as shall be required for the performance of his duties
hereunder, including up to fifty percent of his time as and when necessary; and
Consultant shall not, directly or indirectly, alone or as a member, partner,
officer, director, employee, agent of or in any other capacity with, any Person
(as hereinafter defined) be engaged in or concerned with any other duties or
pursuits that interfere with the performance of his duties hereunder in the
judgment of the Board, except those duties or pursuits specifically authorized
by the Board and this Agreement. Provided such activities do not materially and
adversely affect the performance of his duties to the Company hereunder,
Consultant shall be permitted to manage and participate in the investments and
business affairs and any successors thereto organized by or involving Consultant
prior to or following the date hereof (including but not limited to, investments
held by Global Investment Advisors, Ltd., a corporation organized under the laws
of England and Wales, Capital Management Limited, Integrated Asset Management
Plc, and their affiliates ("Capital Management Companies") to render services to
such investments and in connection with such business affairs as he sees fit,
and to serve on boards of directors related to such investments business aff4irs
or otherwise, without any obligation to the Company. Nothing herein contained
shall prevent Consultant from engaging in additional activities in connection
with the business of the Capital Management Companies or otherwise, including,
but not limited to the Capital Management
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Companies' existing and future investment, personal investments or community
affairs that do not interfere or conflict with his duties hereunder.
(c) The principal place of engagement of Consultant hereunder shall
at all times during the Term be in the Principality of Monaco or such other
locations as are mutually acceptable to Consultant and the Company.
Notwithstanding the foregoing, Consultant shall be required and agrees to travel
in connection with the performance of his duties to the extent as he, in the
reasonable exercise of his judgment, deems necessary.
2. Term of Consultancy.
The initial period of Consultant's consultancy under this Agreement shall
be three years. This Agreement shall automatically be renewed on the same terms
for an additional period of two years (the initial three-year period and, if the
period of engagement is so renewed, such additional period of engagement and the
initial period we collectively referred to herein as the "Term") unless
terminated by written notice given by the Company to Consultant no later than
January 1, 2000.
3. Compensation and Benefits.
(a) As full compensation for his engagement hereunder, the Company
agrees to pay Consultant during the Term:
(1) Commencing as of May 1, 1998, a base annual consulting fee
(the "Base Fee") of $100,000, payable in such installments as is the policy of
the Company with respect to executive employees of the Company, but no less
frequently than monthly; provided, however such fees shall accrue until such
time as funding for the Company's Budget (as defined below), as approved by the
Board of Directors, is available for the twelve months next following the date
of payment of the first of such installments. Interest shall accrue on all such
deferred payments at the
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rate of 8% per annum and shall be paid to Consultant when such deferred payments
are paid. For purposes of this Agreement, the term "Budget" shall mean that
budget submitted to and approved by the Company's Board of Directors on March
18, 1998, any modification or amendment thereof so approved, any other such
budget, so approved at any time during the term of this Agreement, or any
modification or amendment thereof so approved; provided, however, the term
"Budget" shall not be deemed to include any expense or revenue item relating to
any existing or future operating subsidiary of the Company except home office
charges treated as revenue items. Consultant confirms that some or all of his
cash compensation may be paid and some or all of his benefits may be provided by
Affiliates of the Company if he provides services to them hereunder, provided
that in such case the Company shall unconditionally guarantee any such payments
made and such benefits provided by such Affiliates. The Board will consider the
issue, but shall have no obligation with respect to the payment of bonus
compensation for Consultant on an annual basis, taking into account such matters
as Consultant's role in financings, asset realizations, performance of the
Company's stock in the public market acquisitions and business combinations.
(2) 75,000 shares of the Company's common stock, par value
$.01 per share (the "Stock"), at no cost to Consultant. Consultant's ownership
of such Stock shall vest on the date hereof but shall be subject to restrictions
and risk of forfeiture as provided herein, all lapsing as to 25,000 shares on
each of December 31, 1998, December 31, 1999 and December 31, 2000; provided,
however, such restrictions and risk of forfeiture shall earlier lapse in the
event of the sale of substantially all of the assets, merger or consolidation of
the Company to, with or into another entity with which neither it nor Consultant
immediately prior thereto is affiliated. The restrictions referred to above are:
Consultant may not sell, transfer or hypothecate any of the Stock. The Stock
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shall be subject to forfeiture in the event this Agreement is terminated for
Cause, pursuant to Section 7(a) hereof, if such termination occurs prior to the
lapse of such restrictions and risk of forfeiture as herein above provided.
(3) Non-qualified stock options as follows: upon the date
hereof, non-qualified stock options respecting 65,000 shares of the Stock,
subject to anti-dilution protections as are provided in the Plan, with an option
exercise price of $5.00 per share, exercisable as to 21,666 shares on the date
hereof, as to 21,666 shares on January 1, 1999 and as to 21,667 shares on
January 1, 2000. All shares of Stock underlying such non-qualified stock options
shall be registered by the Company not later than June 30, 1999 in order to
permit Consultant to engage in "cashless exercise" after June 30, 1999 at all
times when such options are exercisable. "Cashless exercise" shall mean a
procedure by which Consultant arranges to exercise an option by directing his
stockbroker simultaneously to pay the option exercise price to the Company and
the profit on sale to Consultant out of the proceeds of sale of the underlying
shares of the Stock. If the Term is renewed, Consultant will be entitled to
additional non-qualified stock options as agreed between the Company and
Consultant at the. time of the renewal, if any.
(b) The Company shall pay or reimburse Consultant for all reasonable
expenses, actually incurred or paid by him during the Term in the performance of
Consultant's services under this Agreement, upon presentation of expense
statements or vouchers or such other supporting information as it reasonably may
require, including but not limited to: such rent, secretarial and other expenses
as are directly related to the performance of Consultant's duties hereunder;
home office charges including telephone, fax and Internet expenses, and mobile
cellular telephone in the United States and Europe.
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(c) Consultant shall be eligible under any incentive plan, stock
option plan, stock award plan, bonus, participation or extra compensation plan,
pension, group insurance or other so-called ""fringe" benefits if any, which the
Company generally provides for its executives, on terms and conditions as may be
approved by the Board, provided that such benefits are not duplicative of the
benefits otherwise provided to Consultant hereunder.
(d) Consultant shall be entitled to the same level of coverage (as
determined from time to time by the Board) under such directors' and officers'
liability insurance policies, and insurance for its employees against claims
arising in connection with allegations of libel, if any, or other arrangements
as are available to senior executive officers and directors of the Company or
its Affiliates, to the fullest extent permitted by the existing By-Laws of the
Company or such Affiliates, as the case may be. Additionally, the Company shall
indemnify and hold Consultant harmless, to the fullest extent permitted by the
laws of the State of the Company's incorporation, from and against all claims,
demands, costs, charges and expenses (including reasonable attorney's fees)
whatsoever or howsoever incurred or sustained by Consultant or his legal
representatives in connection with any action, suit or proceeding, whether or
not groundless, to which he or his legal representatives may be made a party by
reason of his being or having been an officer, director or employee of the
Company or any of its Affiliates. This sub-section shall survive the termination
of this Agreement.
4. Confidentiality.
(a) Consultant shall not, during the Term of this Agreement, or at
any time following termination of this Agreement, directly, or indirectly,
disclose or permit to be known (other than (i) as is reasonably required in the
regular course of his duties, including disclosures to
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the Company's advisors and consultants and his own legal advisor (provided such
advisor deals with all such disclosures in confidence and in compliance with all
applicable securities laws), (ii) as required by law or (iii) with the prior
written consent of the Board) to any Person, any confidential information
acquired by Consultant during the course of, or incident to, this engagement or
the rendering of services hereunder, relating to the Company or any of is
Affiliates, or to any client, investor, corporate partner, or joint venturer of,
or other Person having a business relationship with, the Company or any of its
Affiliates. Such confidential information shall include, but shall not be
limited to, sales information, operations information, financial information,
administrative information, and information regarding proprietary technology,
business affairs, trade secrets, patented processes, research and development
data, know-how, market studies and forecasts, competitive analyses, pricing
policies, employee lists, personnel policies, the substance of agreements with
customers, suppliers and others, marketing or dealership arrangements, servicing
and training programs and arrangements, customer lists and any other materials
embodying information deemed by the Company or by industry practice to be
confidential. This confidentiality obligation shall not apply to any
confidential information which becomes publicly available other than pursuant to
a breach of this Section 4 by Consultant.
(b) All information and documents relating to the Company and its
Affiliates as hereinabove described shall be the exclusive property of the
Company and upon termination of Consultant's consultancy with the Company, all
documents, records, reports, writings and other similar documents containing
confidential information, including copies thereof and computer records, then in
Consultant's possession or control shall be returned and left with the Company.
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5. Noncompetition; Noninterference.
Consultant agrees that during the Term of this consultancy and during the
period of twelve months following its termination for any reason, except for
termination by Consultant pursuant to Sections 7(b)(1) or (2), following which
the provisions of this Section 5 shall not apply (the "Noncompetition Period"),
Consultant shall not, directly or indirectly, as owner, partner, joint venturer,
stockholder, employee, broker, agent, principal, trustee, corporate officer,
director, licensor, or in any capacity whatsoever (other than in connection with
his consultancy hereunder) engage in, become financially interested in be
employed by, render any consultation or business advice with respect to, or have
any connection with (collectively, a "Relationship"), any person, firm or
corporation in connection with the manufacture, distribution or sale of
motorcycles, except for passive investments in public, companies engaged in any
aspect of the motorcycle business where such investments involve securities
representing less than 2% of the total equity outstanding of the relevant
investee companies. In addition, Consultant shall not, directly or indirectly,
during the Noncompetition Period, request, induce or cause any suppliers,
customers, clients or accounts with whom the Company or any of its Affiliates
has a business relationship to cancel or terminate any such business
relationship with the Company or any of its Affiliates or have a Relationship
with any Person that solicits, interferes with or entices from the Company any
employee (or former employee) of the Company or of any of its Affiliates or
which employs any manager (or former manager) of the Company or any of its
Affiliates, nor will Consultant directly or indirectly solicit, interfere with
or entice any such employee (or former employee) or employ any such manager (or
former manager). The provisions of the first sentence of this Section 5 shall
not apply to any activities permitted Consultant pursuant to Section l(b)
hereof.
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6. Injunction and Enforceability of Covenants.
(a) If Consultant commits a breach, or threatens to commit a breach,
of any of the provisions of Section 4, 5 or 9, the Company shall have the right
and remedy to have the provisions of this Agreement specifically enforced by the
Supreme Court of the State of New York for New York County (the "Court"), which
the parties hereby consent shall have exclusive jurisdiction over matters
arising out of this Agreement, it being acknowledged and agreed that any such
breach or threatened breach will cause irreparable injury to the Company and
that money damages will not provide an adequate remedy to the Company.
(b) If any of the covenants contained in Section 4, 5 or 9, or any
part thereof is hereafter construed to be invalid or unenforceable by the Court,
the same shall not affect the remainder of the covenant or covenants, which
shall be given full effect without regard to the invalid portions.
(c) The existence of any claim or cause of action by Consultant
against the Company or any Affiliate of the Company shall not constitute a
defense to the enforcement by the Company of the covenants contained in Sections
4, 5 or 9, but such claim or cause of action shall be litigated separately;
provided, however, that the Company shall not be entitled to enforce any of the
provisions of Sections 4, 5 or 9 in the event it has failed to make all payments
payable to Consultant hereunder and provided all benefits to which Consultant is
entitled hereunder prior to the date of the termination of this Agreement and
upon and following termination of this Agreement hereunder by the Company or by
Consultant, all of which shall be deemed payable subject to claim by the Company
for reimbursement following such payment.
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(d) In the event the Court, despite the parties' consent hereunder,
declines jurisdiction over matters arising out of this Agreement, the provisions
of this Agreement may be specifically enforced by any court of competent
jurisdiction. The Company will not raise any issue jurisdiction with the Court.
7. Termination.
(a) The Company may terminate this Agreement (i) at any time without
Cause or (ii) pursuant to Section 2 or (iii) upon written notice to Consultant
acts in a manner that provides Cause for termination. For purpose's of this
Agreement, the term "Cause" means (1) Consultant's conviction (which, through
lapse of time or otherwise, is not subject to appeal) of any felony under the
laws of any country or political subdivision thereof or a crime or offense
involving money or property of the Company or any of its Affiliates, (2)
Consultant's chronic alcoholism, drug addiction or acts of moral turpitude
injurious to the reputation of the Company, (3) Consultant's embezzlement or
theft of funds of the Company, or (4) the willful breach by Consultant of the
terms of this Agreement or the willful failure of Consultant to perform his
duties and obligations hereunder, that in either case materially and adversely
affects the interest of the Company, which breach continues uncured for 30 days
after written notice thereof is first given.
(b) Consultant may terminate this Agreement upon written notice to
the Company if any one or more of the following shall occur:
(1) a material breach of the terms of this Agreement by the
Company, which breach continues uncured for 30 days after written notice thereof
is first given;
(2) if:
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(i) during any two (2) consecutive years (A) individuals
who at the beginning of any such period constitute the directors of the Company
and (B) such other individuals as are (A) elected or nominated by greater than
seventy per cent (70%) of the Board or (B) are voted for by Consultant in his
capacity as a director or a shareholder (including votes by Persons that are
Affiliates of Consultant) of the Company, collectively, cease to constitute a
majority of the Board; or
(ii) any Person or group of Persons acting together
(other than Consultant, Tamarix Capital Corporation ("Tamarix") and Tamarix
Investors Ltd. ("Tamarix Investors"), acting either directly, or through any
other Person (the "Excluded Persons")) own twenty-five per cent (25%) or more of
the Company's voting stock, unless the Excluded Persons own more shares of the
Company's voting stock than such Person or group of Persons; or
(iii) there is a sale of all or substantially all of the
Company's assets (other than to an Affiliate of the Company); or
(iv) there is a merger or other business combination of
the Company following which the Company and/or its shareholders immediately
preceding such merger or other business combination own less than fifty percent
(50%) of the surviving Persons voting stock; or
(v) without his consent, Consultant is removed from the
Board or Executive Committee of the Board or any board of directors or
management position with an Affiliate or subsidiary of the Company, other than
(A) by operation of law, (B) following a termination of this Agreement pursuant
to Section 7(a), (b) or (c) or (C) by virtue of a requirement imposed on the
Company by any governmental or regulatory authority having the power and
101 11
jurisdiction to impose such requirement; provided, however, that (A) Consultant
shall be deemed to have irrevocably waived his right to terminate this Agreement
pursuant to Section 7(b)(2) if he does not exercise his fight to terminate this
Agreement within (30) days after the event that triggered his right to terminate
this Agreement and (B) Consultant shall not have the right to terminate this
Agreement pursuant to Section 7(b)(2) if Consultant, Tamarix or Tamarix.
Investors, or any Affiliate of Consultant, Tamarix or Tamarix Investors directly
or indirectly causes or votes in favor of the event that triggers Consultant's
right to terminate this Agreement.
(c) Consultant's consultancy shall terminate upon:
(1) Consultant's death during the Term; provided that the
Company, subject to the provisions of Section 3 (a)(1), shall pay Consultant the
unpaid balance of Consultant"s total compensation bor the month of the Term in
which such death has occurred.
(2) Consultant becoming physically or mentally disabled so
that he is unable substantially to perform the services provided hereunder for
(a) a period of 120 consecutive days, or (b) for shorter periods aggregating 180
days during any twelve month period during the Term. Notwithstanding such
disability the Company, subject to the provisions of Section 3 (a)(1), shall
continue to pay Consultant his total compensation through the date of such
termination.
(d) Upon any termination of Consultant's Agreement for any reason,
whether by the Company or by Consultant, Consultant shall be deemed to have
resigned from all positions held by him as an officer and/or director of the
Company and all of its Affiliates.
(e) All determinations of Cause by the Company pursuant to this
Section 7 shall be made by the vote of at least a 70% majority of the entire
Board and the grounds of Cause shall be described in specific detail in writing
to Consultant, If Consultant disagrees with the Company's
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determination that Cause exists, or if the Company disagrees with Consultant's
determination that it may terminate this Agreement under Section 7(b)(1) or (2),
then such determination shall be subject to review and resolution in accordance
with Section 12 and the Company, subject to the provisions of Section 3 (a)(1),
shall continue to pay Consultant all amounts payable hereunder while such
disagreement is being resolved, provided that if the disagreement is resolved
adversely to Consultant then Consultant shall be required to repay to the
Company such amount as is so determined.
8. (a) In the event Consultants Agreement is terminated for any reason,
except pursuant to Section 7(a)(ii), Section 7(a)(iii), or Section 7(c), by
either the Company or Consultant, Consultant shall be entitled to participate in
all medical, dental, long term disability, life insurance and all other benefits
provided to him hereunder for the remainder of the Term without cost to him if
permitted by law, or, if not so permitted by law, upon contribution by him.
(b) In the event Consultant terminates his Agreement pursuant to
Section 7(b)(2), the Company, subject to the provisions of Section 3(a)(1),
shall pay Consultant (i) all of his compensation remaining unpaid at the date of
termination under each subsection of Section 3 and (ii) an amount equal to two
times his total compensation provided under Section 3(a)(1), (2) and (3); all
restrictions on restricted stock then held provided herein shall lapse, all
stock transferred to Consultant pursuant to this subparagraph 8(b) shall be
without such restrictions and all stock options granted theretofore or pursuant
to this subparagraph, shall be immediately exercisable for as long as permitted
by the Plan; and
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(c) In the event this Agreement is terminated by the Company
pursuant to Section 7(a)(ii), Section 7(a)(1), or Section 7(c), the Company
shall pay Consultant all of his accrued Base Fees remaining unpaid at the date
of termination.
(d) Except as provided in this Section 8, Consultant shall have no
rights to any Fees, severance, bonus, benefits or other compensation upon
termination of this Agreement for any reason or by virtue of the Company's
engagement of Consultant or the termination of this Agreement for any reason.
9. Inventions Discovered by Consultant.
Consultant shall promptly disclose to the Company any patentable or
copyrightable invention, improvement, discovery, process, formula, or method or
other intellectual property in the Company's Field of Interest (collectively,
"Inventions") made, conceived or first reduced to practice by the Consultant,
either alone or jointly with others, while performing services hereunder. In
consideration of the payment of the Fees, and the other payments and benefits
provided to Consultant hereunder, Consultant hereby assigns to the Company all
of his right, title and interest in and to any such Inventions. During and after
the Term, and without the payment of any additional consideration by the
Company, Consultant shall execute any documents necessary to perfect the
assignment of such Inventions to the Company and to enable the Company to apply
for, obtain, and enforce patents and copyrights in any and all countries on such
Inventions, Consultant hereby irrevocably designates the counsel to the Company
(or such other person as the Company may designate from time to time) as his
agent and attorney-in-fact to execute and file any such document and to do all
lawful acts necessary to apply for and obtain patents and copyrights and to
enforce the Company's rights under this Section. This Section 9 shall survive
the termination of this Agreement.
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10. Representations and Agreements of Consultant and the Company.
(a) Consultant represents and warrants that he is free to enter into
this Agreement and to cause Consultant to perform the duties required hereunder,
and that there are no employment contracts or understandings, restrictive
covenants or other restrictions whether written or oral, preventing or in any
manner affecting the performance of his duties hereunder.
(b) Consultant agrees to submit to a medical examination and to
cooperate and supply such other information and documents as may be required by
any insurance company connection with the Company's obtaining life insurance on
the life of Consultant, long term disability insurance and any other type of
insurance or fringe benefit that the Company is obligated to provide Consultant
hereunder or otherwise shall determine from time to time to obtain.
(c) The Company represents and warrants that this Agreement has been
duly authorized by a necessary action of the Board, that no action by
shareholders of the Company is required, that no other approvals by any third
Party (including but not limited to any regulatory or governmental agency) are
required, and that the performance by it hereof will not conflict with or
violate any agreement or other restriction to which the Company is a party or to
which it is subject.
11. Definitions.
As used herein, the following terms have the following meanings:
(a) "Affiliate" means, as applied to any Person, (a) any other
Person directly or indirectly controlling, controlled by or under common control
with that Person, (b) any other Person that owns or controls 5% or more of any
class of equity securities (including any equity securities issuable upon the
exercise of any option or convertible security) of that Person or any of its
Affiliates, or (c) any director, partner, officer, agent, employee or relative
of such Person. For the
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purposes of this definition of "Affiliate" as used in this Agreement only,
Consultant, the Capital Management Companies, Tamarix and Tamarix Investors
shall be deemed to be Affiliates of the Company. For the purposes of this
definition, "control" (including with correlative meanings, the terms
"controlling", "controlled by" and "under common control with") as applied to
any Person, means the possession, directly or indirectly, of the power to direct
or cause the directions of the management and policies of that Person, whether
through ownership of voting securities or by contract or otherwise.
(b) "Person" means any natural person, corporation, limited
liability company, general partnership, limited partnership, proprietorship,
other business organization, trust, union, association and any other entity.
12. Arbitration.
Any controversy or claim arising out of or relating to this Agreement or
the breach thereof (other than disputes with respect to alleged violations of
the covenants contained in Sections 4, 5 and 9 hereof, and the Company's pursuit
of the remedies described in Section 6 hereof in connection therewith) shall be
settled by arbitration. Such arbitration is to be administered by, and conducted
in New York, New York in accordance with the rules then obtaining of the
American Arbitration Association and the arbitrators are to be selected in
accordance with such rules. Judgment upon the award rendered may be entered in
the Court. The parties shall be free to pursue any remedy before the arbitration
tribunal that they shall be otherwise permitted to pursue in a court of
competent jurisdiction. The award of the arbitrators shall be final and binding.
The prevailing party shall be entitled to have his or its costs, including
reasonable attorneys' fees, paid by the other party.
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13. Notices.
All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given if sent by private overnight mail service (delivery confirmed by
such service), registered or certified mail (return receipt requested and
received), telecopy (confirmed receipt by return fax from the receiving party)
or delivered personally, as follows (or to such other address as either party
shall designate by notice in writing to the other in accordance herewith):
If to the Company:
Trident Rowan Group, Inc.
0 Xxxxxx Xxxx Xxxxx
Xxxxxxxx Xxxxxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxx Xxxxxx, Esq.
Xxxxxxxx Xxxxx Singer & Xxxxxxxxx, LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to Consultant:
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Xxxxxxx Xxxxx
00, Xxxxxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxx 00000
Telephone:
Fax: x000 00 000000
With a copy to:
Xxxx Xxxxxx, Esq.
Kramer, Levin, Naftalis & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telephone: (000) 000-0000
Fax: (000) 000-0000
14. General.
(a) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in New York. Each of the parties accepts for
himself and itself and in respect of their respective property, generally and
unconditionally, the jurisdiction of the Courts of the State of New York and
consent to a New York City venue.
(b) This Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter hereof, and supersedes all prior
agreements, arrangements, and understandings, written or oral, relating to the
subject matter hereof. No representations, promise or inducement has been made
by either party that is not embodied in this Agreement, and neither party shall
be bound by or liable for any alleged representation, promise or inducement not
so set forth.
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(c) This Agreement may be amended, modified, superseded, renewed or
extended, and the terms or covenants hereof may be waived only by a written
instrument executed by the parties hereto, or in the case of a waiver, by the
party waiving compliance. The failure of a party at any time or times to require
performance of any provision hereof shall in no manner affect the right at a
later time to enforce the same. No waiver by a party of the breach of any term
or covenant contained in this Agreement, whether by conduct or otherwise, or any
one or more or continuing waivers of any such breach, shall constitute a waiver
of the breach of any other term or covenant contained in this Agreement.
(d) This Agreement may not be assigned (by operation of law or
otherwise) by either party without the written consent of the other party except
that, subject to Consultant's rights to terminate this Agreement pursuant to
Section 7(b)(2), this Agreement may be assigned to an entity to which the
Company sells all or substantially all of its assets or with which the Company
may merge and which assumes all of the Company's hereunder. This Agreement shall
be binding upon the legal representatives, heirs, distributees, successors and
permitted assigns of the parties hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
each party hereof as of the date first above written.
TRIDENT ROWAN GROUP, INC.
By: Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Chairman of the Board of Directors
By: Xxxxxxx Xxxxx
-------------------------------------
Xxxxxxx Xxxxx
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