BONUS AGREEMENT
THIS BONUS AGREEMENT ("Agreement") is made and entered into effective as of
the ______ day of ______________, 1998, by and between Bentley International,
Inc. ("Bentley"), a Missouri corporation, and Xxxxxxx Xxxxxxxxx ("Xxxxxxxxx").
WHEREAS, Xxxxxxxxx is the President and Chief Operating Officer of and
chief designer for Bentley's former subsidiary, Windsor Art, Inc. ("Windsor")
and contributed substantially to the profitability of Windsor while it was owned
by Bentley;
WHEREAS, Bentley has sold Windsor to Interiors, Inc. ("Interiors") for cash
and notes;
WHEREAS, Bentley holds stock in and a note from Interiors, Windsor
represents a substantial asset of Interiors and secures said note and Bentley
thus has a substantial stake in the future success of Windsor;
WHEREAS, providing a bonus to Xxxxxxxxx will not only award Xxxxxxxxx for
past performance but will also serve as an inducement for Xxxxxxxxx to work to
increase the profitability of Windsor and Interiors and to continue her
employment with Windsor, improving the probability that Bentley will be repaid
on the note outstanding and that the stock in Interiors owned by Bentley will
appreciate;
NOW THEREFORE, in consideration of the material promises and covenants
hereinafter set forth in this Agreement and other good and valuable
consideration, the receipt of which is hereby acknowledged, Bentley and
Xxxxxxxxx agree as follows:
1. Bonus. Bentley shall pay Xxxxxxxxx a bonus, subject to the terms hereof,
of:
A. Two Hundred Thousand Dollars ($200,000) in cash on the date hereof;
B.110,000 shares of Common Stock of Bentley (the "Bentley Shares'),
subject0 to the conditions and restrictions recited below, a
certificate(s)representing such shares to be delivered within 10
business days of the date hereof;
C. 100,000 shares of Class A Common Stock of Interiors (the "Interiors
Stock") payable to Xxxxxxxxx upon termination of the Escrow Agreement
between Interiors and Bentley dated as of July 30, 1998 (the "Escrow
Agreement"), subject to the provisions thereof, the following conditions,
the provisions of that certain Stock Purchase Agreement between Bentley and
Interiors dated as of July 30, 1998, and the provisions of that certain
Securities Purchase and Registration Rights Agreement between Bentley and
Interiors dated as of July 30, 1998, along with any securities or cash
payments paid as dividends or stock splits in respect of such Interiors
Stock; provided, however, that if Interiors exercises its option to buy
back the 1,500,000 shares of Interiors Stock owned Bentley and subject to
the Escrow Agreement, then in lieu of the 100,000 shares of Interiors
Stock, Bentley shall pay to Xxxxxxxxx, upon termination of the Escrow
Agreement, a pro rata share (100,000/1,500,000) of the payment received
by Bentley in connection with Interiors' exercise of its option to buy back
the 1,500,000 shares of Interiors Stock, which based on the option price
for said 1,500,000 shares of Interiors Stock, namely One Million Six
Hundred Twenty-Five Thousand Dollars ($1,625,000), is One Hundred Eight
Thousand, Three Hundred Thirty-Three and 33/100 Dollars ($108,333.33);
provided further, however, that the payment to Xxxxxxxxx of Interiors
Stock, or cash in the event Interiors executes Interiors' option, as
recited above, shall be subject to the condition that Xxxxxxxxx either
continue to be employed by Windsor through the termination of the Escrow
Agreement, or that her employment with Windsor shall have been terminated
without cause by Windsor prior to such termination of the Escrow Agreement
(such condition hereinafter referred to as the "Employment Condition"); and
D. a 5% participation in all payments made under the $2,000,000 note made
by Interiors in favor of Bentley dated July 30, 1998 (the "Note"), to be
paid over from Bentley to Xxxxxxxxx forthwith upon receipt by
Bentley, provided that the Employment Condition has been satisfied,
and, provided, further however, that if Interiors defaults on the Note,
Xxxxxxxxx shall be entitled to a 5% participation in all cash amounts
subsequently collected on the Note, after any expenses of collection, but
Xxxxxxxxx shall have no interest in or other right with respect to any
collateral now pledged as security for the Note acquired by Bentley as
a result of any such default.
2. Tax Withholding. All bonuses and payments hereunder shall be subject to
any and all required federal, state and local tax withholding.
3. Termination of Prior Options. Xxxxxxxxx hereby agrees that all stock
options previously granted by Bentley to her have been or are hereby
terminated.
4. Alternative Sale of Interiors Stock. Bentley shall have the right to
assign 100,000 shares of Class A Common Stock of Interiors to Xxxxxxxxx
at any time and upon such assignment Bentley's obligations pursuant to
Section 1.C above and the rights of Xxxxxxxxx pursuant to said Section
1.C shall terminate. In no event shall Bentley have any obligation or
duty to sell or obtain payment from Interiors for any Class A Common
Stock of Interiors which Bentley transfers to Xxxxxxxxx pursuant to
Section 1.C above or this Section 4.
5. Restrictions on Transfer of Shares Under Securities Laws.
X. Xxxxxxxxx understands and agrees that the Bentley Shares and
any Class A Common Stock of Interiors have not been registered
under the Securities Act and that, accordingly, they will not
be fully transferable except as permitted under various
exemptions contained in the Securities Act and applicable
state securities laws or upon satisfaction of the registration
and prospectus delivery requirements of the Securities Act and
applicable state securities laws. Xxxxxxxxx acknowledges that
she must bear the economic risk of her investment in such
securities for an indefinite period of time since they have
not been registered under the Securities Act and therefore
cannot be sold unless they are subsequently registered or an
exemption from registration is available.
X. Xxxxxxxxx hereby represents and warrants that she is acquiring
the Bentley Shares and the Class A Common Stock of Interiors
for investment purposes only, for her own account, and not as
nominee or agent for any other person, and not with the view
to, or for resale in connection with, any distribution thereof
within the meaning of the Securities Act.
X. Xxxxxxxxx hereby agrees with Bentley as follows:
(i) The certificates evidencing the Bentley Shares and
the Class A Common Stock of Interiors and each
instrument or certificate issued in transfer thereof,
will bear substantially the following legend:
"The securities evidenced by this certificate have
not been registered under the Securities Act of 1933
and have been taken for investment purposes only and
not with a view to the distribution thereof, and such
securities may not be sold or transferred unless
there is an effective registration statement under
such Act covering such securities or the issuer
corporation receives an opinion of counsel (which may
be counsel for the issuer corporation) stating that
such sale or transfer is exempt from the registration
and prospectus delivery requirements of such Act."
(ii) The certificates representing the Bentley Shares and
the Class A Common Stock of Interiors and each
instrument or certificate issued in transfer thereof,
will also bear any legend required under any
applicable state securities law.
(iii) Absent an effective registration statement under the
Securities Act, and any necessary state securities
laws, covering the disposition of the Bentley Shares
and/or the Class A Common Stock of Interiors,
Xxxxxxxxx will not sell, transfer, assign, pledge,
hypothecate or otherwise dispose of any or all of the
Bentley Shares without first providing issuer with an
opinion of counsel (which may be counsel for the
issuer) to the effect that such sale, transfer,
assignment, pledge, hypothecation or other
disposition will be exempt from the registration and
the prospectus delivery requirements of the
Securities Act and the registration or qualification
requirements of any applicable state securities laws.
(iv) Xxxxxxxxx consents to Bentley's and Interiors making
notations on their respective records or giving
instructions to any transfer agent of the their
respective shares in order to implement the
restrictions on transfer set forth in this subsection
5.C.
6. Release. Xxxxxxxxx for herself and her heirs, executors, administrators,
successors and assigns, releases and discharges Bentley and each of Bentley's
current and former directors and officers from all actions, causes of action,
suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims and demands
whatsoever, known or unknown, fixed, contingent or conditional in law or in
equity (the foregoing being collectively referred to as "Claims"), which
Xxxxxxxxx and/or her heirs, executors, administrators, successors and assigns,
ever had, now have or hereafter can, shall or may have for, upon, or by reason
of any matter, cause or thing whatsoever from the beginning of the world to the
date hereof, other than any Claim which may arise pursuant to the terms of this
Agreement.
7. Assignment; Agreement Binding; Severability; Non-Waiver. Xxxxxxxxx may
not assign or delegate any of Xxxxxxxxx'x rights or obligations
hereunder without the prior written consent of Bentley. This Agreement
shall be binding upon, and shall inure to the benefit of, the parties
and their respective heirs, legal representatives, successors and
permitted assigns. The invalidity or unenforceability of any term or
condition hereof shall in no way affect the validity or enforceability
of the remaining terms or provisions of this Agreement. A party's
failure to exercise any of such party's rights in the event of a breach
of this Agreement by the other party hereto shall not be construed as a
waiver of any breach.
8. Amendments; Governing Law; Litigation. No amendments to this Agreement
shall be binding unless in writing and signed by Xxxxxxxxx and Xxxxxxx.
This Agreement shall be interpreted, construed and in all respects
governed in accordance with the laws of the State of Missouri, without
regard to the laws of conflicts. If any litigation is instituted with
respect to this Agreement, the prevailing party in that litigation
shall be paid by the non-prevailing party all expenses of such
litigation, including reasonable attorneys' fees.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement
effective as of the date first stated above.
Bentley International, Inc.
By: ______________________________ ___________________________
Title:____________________ Xxxxxxx Xxxxxxxxx
