EXHIBIT 10.16
CONSULTING AGREEMENT
July 29, 1997
Logimetrics, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx, President
Dear Xx. Xxxxxx:
This will confirm the arrangements, terms and conditions pursuant to
which MBF Capital Corp. (the "Consultant"), has been retained to serve as a
financial consultant and advisor to Logimetrics, Inc., a Delaware corporation
(the "Company"), on a non-exclusive basis. The undersigned hereby agrees to the
following terms and conditions:
1. Duties of Consultant. Consultant shall, at the request of the
Company, upon reasonable notice, provide such financial consulting services and
advice pertaining to the Company's business affairs as the Company may from time
to time reasonably request. Without limiting the generality of the foregoing,
Consultant will assist the Company in developing, studying and evaluating
financing, merger and acquisition, and strategic proposals based upon
documentary information provided to the Consultant by the Company (collectively,
the "Consulting Services").
The Consulting Services may be rendered in person at the offices of
the Company, or any of its subsidiaries or affiliates, at some other mutually
agreeable place, by telephone, or by correspondence. Consulting Services will be
provided on behalf of the Consultant by Xxxx X. Xxxxxx personally and, without
the prior written consent of the Company, the Consultant shall not subcontract
or delegate to any other person or entity the performance of any such Consulting
Services.
2. Term. The term of this Agreement shall commence on the date hereof
(the "Commencement Date") and shall continue for 18 months after the
Commencement Date (the "Term").
3. Compensation. As compensation for Consulting Services hereunder,
the Company shall pay to Consult a monthly fee of Five Thousand Dollars ($5,000)
with the initial payment due on the Commencement Date and subsequent payments
due on the first day of each calendar month during the Term.
4. Available Time. Consultant shall cause Xxxx X. Xxxxxx to devote up
to 25% of his business time to the performance of Consulting Services hereunder
if requested by the Company.
5. Relationship. Nothing herein shall constitute Consultant as an
employee or agent of the Company. Consultant shall not have the authority to
obligate or commit the Company in any manner whatsoever.
6. Indemnification. The Company hereby agrees to indemnify and hold
harmless the Consultant and its affiliates, and the directors, officers,
shareholders, agents and employees of the Consultant (collectively the
"Indemnified Persons"), from and against any and all claims, actions, suits,
proceedings (including, without limitation, those of shareholders), damages,
liabilities and reasonable out-of-pocket expenses as incurred by any of them
(including the reasonable fees and disbursements of counsel) which are (A)
related to or arise out of (i) any actions taken or omitted to be taken
(including any untrue statements made or any statements omitted to be made) by
the Company, (ii) any actions taken or omitted to be taken by any Indemnified
Person in connection with the company's engagement of the Consultant pursuant to
this Agreement, or (B) otherwise related to or arising out of the Consultant's
activities on the Company's behalf pursuant to this Agreement, and the Company
shall reimburse any Indemnified Person for all reasonable out-of-pocket expenses
(including the reasonable fees and disbursements of counsel) as incurred by such
Indemnified Person in connection with investigating, preparing or defending any
such claim, action, suit or proceeding (collectively a "Claim"), whether or not
in connection with pending or threatened litigation in which any Indemnified
Person is a party. The Company will not, however, be responsible for any Claim
which is finally judicially determined to have resulted exclusively from the
gross negligence or willful misconduct of the Consultant or any Indemnified
Person.
The Company further agrees that it will not, without the prior written
consent of the Consultant, settle, compromise or consent to the entry of any
judgment in any pending or threatened Claim in respect of which indemnification
may be sought hereunder (whether or not any Indemnified Person is an actual or
potential party to such Claim), unless such settlement, compromise or consent
involves only the payment of money solely by the Company or includes an
unconditional, irrevocable release of each Indemnified Person hereunder from any
and all liability arising out of such Claim.
Promptly upon receipt by an Indemnified Person of notice of any
complaint or the assertion or institution of any Claim with respect to which
such Indemnified Person intends to seek indemnification hereunder, such
Indemnified Person shall promptly notify the Company in writing of such
complaint or of such assertion or institution but failure to so notify the
Company shall not relieve the it from any obligation it may have hereunder,
unless and only to the extent such failure prejudices the Company, and will not
in any event relieve the Company from any other obligation or liability it may
have to any Indemnified Person otherwise than under this Agreement. The Company
shall have the right to assume the defense of such Claim, including the
employment of counsel reasonably satisfactory to such Indemnified Person and the
payment of the fees and expenses of such counsel, and, except as set forth
below, the Company shall have no
obligation to pay the fees and disbursements incurred by counsel to the
Indemnified Persons thereafter. In the event, however, that such Indemnified
Person reasonably determines in its sole judgment that having common counsel
would present such counsel with a conflict of interest or if the defendant in,
or target of, any such Claim, includes an Indemnified Person and the Company,
and such Indemnified Person reasonably concludes that there may be legal
defenses available to it or other Indemnified Persons different from or in
addition to those available to the Company, then such Indemnified Person may
employ its own separate counsel to represent or defend it in any such Claim and
the Company shall pay the fees and expenses of such counsel. Notwithstanding
anything herein to the contrary, if the Company fails to timely or diligently
defend, contest, or otherwise protect against any Claim, the Company shall
continue to be responsible for the reasonable fees and disbursements of such
counsel. In any Claim in which the Company assumes the defense, the Indemnified
Person shall have the right to participate in such Claim and to retain its own
counsel therefor at its own expense, other than as set forth above. No Claim
shall be settled or compromised by any Indemnified Person without the prior
written approval of the Company, which approval shall not be unreasonably
withheld or delayed.
The Company agrees that if any indemnity sought by an Indemnified
Person hereunder is held by a court to be unavailable for any reason, then
(whether or not the Consultant is the Indemnified Person), the Company and the
Consultant shall contribute to the Claim for which such indemnity is held
unavailable in such proportion as is appropriate to reflect the relative
benefits to the Company on the one hand and the Consultant on the other, in
connection with the Consultant's engagement referred to above, subject to the
limitation that in no event shall the amount of the Consultant's contribution to
such Claim exceed the amount of cash fees actually received by the Consultant
from the Company pursuant to the Consultant's engagement.
The indemnity, reimbursement and contribution obligations of the
Company pursuant to this Agreement shall be in addition to, and shall in no way
limit or otherwise adversely affect any rights that any Indemnified Party may
have at law or at equity.
The Company hereby consents to personal jurisdiction and service of
process and venue in any court in which any claim for indemnity is brought by
any Indemnified Person.
7. Representations of the Company and the Consultant. Each party
hereto represents and warrants to the other that (i) it has the corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder, (ii) this Agreement has been duly authorized by all
requisite corporate action by it, and (iii) this agreement is a valid and
binding agreement of it, enforceable against it in accordance with its terms.
8. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be delivered personally, by facsimile or
sent by certified mail, return receipt requested, and shall be deemed given when
so delivered personally or by facsimile, or if mailed, three days after mailing
as follows: If to the Company to Logimetrics, Inc., 00 Xxxxxxx Xxxxx, Xxxxxxx,
Xxx Xxxx 00000, Attention: Chief Executive Officer, Facsimile: (000) 000-0000,
Telephone: (000) 000-0000, with a copy to Xxxxxxxxxx, Sandler, Kohl, Xxxxxx &
Xxxxxx, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000-0000, Attention: Xxxx
X.
Xxxxxxxx, Esq., Facsimile:(000) 000-0000, Telephone: (000) 000-0000; if to the
Consultant to: MBF Capital Corp. 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, attention: Xxxx Xxxxxx, Facsimile: (000) 000-0000, Telephone: (212)
000-0000, with a copy to Xxxxxx Xxxxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxx, Esq., Facsimile (000) 000-0000,
Telephone (000) 000-0000 .
9. Assignment. This Agreement is personal to the Consultant and may
not be assigned by Consultant without the Company's prior written consent. Any
purported assignment in violation hereof shall be null and void ab initio.
10. Governing Law. This Agreement shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
construed in accordance with the laws of said State.
11. Miscellaneous. It is understood that, in connection with the
Consultant's engagement, the Consultant may be engaged by the Company to act in
one or more additional capacities and that the terms of any additional
engagement other than the one set forth in this Agreement may be embodied in one
or more separate written agreements. The provisions of this Agreement shall
remain in full force and effect notwithstanding the completion or termination,
prior to the stated term of this Agreement, of any of the Consultant's other
engagement(s) by the Company.
Very truly yours,
MBF CAPITAL CORP.
By: /s/Xxxx Xxxxxx
_________________________
Name: Xxxx Xxxxxx
Title: President
AGREED AND ACCEPTED:
LOGIMETRICS, INC.
By: /s/Xxxxxx X. Xxxxxx
_____________________________
Name: Xxxxxx X. Xxxxxx
Title:President
