GLASS & ASSOCIATES, INC.
AGREEMENT ENGAGING THE SERVICES OF
GLASS & ASSOCIATES, INC. AS INTERIM MANAGER
Nu-Kote Holding, Inc. of 00000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000
("the Company") wishes to engage professional management assistance to
provide general management of the Company's operating and business affairs,
and to assist the Company to the extent possible in seeking and finding
solutions to certain problems within the sphere of management direction and
planning.
The Company hereby agrees to engage Glass & Associates, Inc. ("Glass"), a
Delaware corporation with its principal offices located at 0000 Xxxxxxx
Xxxxxx X.X., Xxxxx 000, Xxxxxx, Xxxx, 00000, for the purpose of managing the
Company during the critical period ahead. Glass will provide Xxxxx X.
Xxxxxxxxx to serve as Interim Chief Executive Officer of the Company, subject
to the following terms and conditions. Glass may provide others from time to
time as required during the course of the assignment.
1. Glass shall have full access to all personnel and a relationship with the
entire internal organization, much like that of the Chief Executive
Officer, although the relationship of Glass to the Company shall at all
times be that of an independent contractor. Glass may, in the performance
of its duties, negotiate on behalf of Company with various parties,
including but not limited to creditors, stockholders and employees of
Company, and governmental entities.
2. Glass shall review and approve all financial and operating policies, plans
and programs and shall participate in any major decision which might have a
significant impact on such policies.
3. Glass shall be subject solely to the control of the Board of Directors of
the Company. Except for such control, Glass shall not be subject to the
control of any other person or persons.
4. Glass shall be compensated for its services under this agreement at its
regular published rates, per the attached schedule, plus expenses. There
shall be an initial payment of $200,000.00 as a client deposit which unused
portion will be refunded at the end of the assignment. Fees and expenses
shall be billed weekly, and all invoices are due and payable upon receipt.
5. Upon completion of its engagement, the Board will consider a performance
bonus for Glass, consistent with that which a resident top executive might
receive for a job well done. During the course of the assignment, Glass may
propose a basis upon which such bonus could be paid.
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6. In consideration for Glass undertaking to discharge the responsibilities as
set forth above:
a) The Company shall and does hereby forever release, remise and
discharge, agree to indemnify, pay on demand and hold harmless Glass,
its agents, attorneys, employees, and representatives, (the
"Releases"), from any and all claims, costs, demands, actions,
liabilities, judgments, or attorneys fees which may result from any
act or failure to act in what Releasees in good faith believe to be
the best interests of the company arising out of Releasees'
performance or non-performance under this Agreement, or Releasees'
present or future association with the affairs of the Company ,its
creditors, stockholders, employees, agents, attorneys or
representatives. This release, indemnification and agreement to hold
harmless extends to all claims of every nature and kind whatsoever,
past, present or future, known or unknown, and suspected or
unsuspected.
b) Company further expressly agrees that it will execute and enter into,
sign, seal and deliver any and all additional documents, papers,
releases, indemnity agreements, and will do and perform any and all
things which Glass may deem desirable to protect it or its agents,
attorneys, employees, representatives, and each of them, from any
aforesaid claims, costs, demands, actions, liabilities, judgments or
attorneys fees, whatsoever, and to do any and all other things
necessary or desirable in the opinion of Glass to effectuate the
purposes of this release, indemnification and agreement to hold
harmless.
c) In the event of a breach of this Agreement by the Company, the
company agrees to pay all costs, including reasonable attorneys' fees
incurred by Glass in its efforts to enforce its rights under this
Agreement.
7. This engagement of Glass shall continue at the pleasure of the Board of
Directors, and may be terminated at any time by resolution of the Board of
Directors, a certified copy of which shall be delivered to Glass. Glass
shall have the option to terminate its employment at any time upon
notification to the Board of Directors of its desire to terminate. The
provisions of Paragraph 6 (Indemnification) shall survive the termination
of this Agreement for any reason.
8. In the event that the Glass representative is offered and accepts a
permanent assigned position with the Company, Glass will receive from
Company payment equal to 30% of his first year's total compensation, an
amount not unlike that received by an executive recruiter.
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9. The parties hereto agree that the interpretation and enforceability of this
Agreement shall be determined in accordance with the substantive laws of
the State of Ohio, exclusive of choice of law provisions. In case any one
or more of the provisions contained in this Agreement shall for any reason
be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provision hereof, and this Agreement shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.
Dated: GLASS & ASSOCIATES, INC.
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By:
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(Office)
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COMPANY
By:
---------------------------------
Its:
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RATE SCHEDULE
EFFECTIVE JANUARY 1, 1996
Principal ........ $250.00 - $300.00 per hour
Case Director ........ $200.00 - $250.00 per hour
Senior Consultant ......... $175.00 - $225.00 per hour
Consultant ........ $125.00 - $175.00 per hour
Clerical/Administrative ........ $45.00 - $60.00 per hour
Out-of-Pocket Expenses ........ At Cost
