CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made effective as of the 21st
day of August 1998, by and between XXXXXX X. XXXXXXX ("Xxxxxxx") and XXXXXXXX
FOODS OF DISTINCTION, INC., a Colorado corporation ("the Company"), under the
following circumstances:
X. Xxxxxxx is the former Chief Operating Officer of the Company having
resigned his positions with the Company, effective August 20, 1998.
B. Because of Xxxxxxx'x knowledge of the Company's business, the Company
desires to retain Xxxxxxx as a consultant to the Company during the next
twelve (12) month period.
X. Xxxxxxx is willing to render to the Company consulting services in
connection with its business upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consulting. The Company hereby retains Xxxxxxx to perform
independent consulting services for a period commencing as of August 21, 1998,
the date hereof, and terminating on August 20, 1999. Xxxxxxx hereby accepts
the Company's retainer as independent consultant.
2. Consulting Services. When requested by the Company, Xxxxxxx shall
provide the Company with advice and counsel regarding the Company's business
matters. Xxxxxxx shall provide such services at such time (up to ten (10)
hours per month on a non-cumulative basis) and locations as are reasonably
requested by the Company, provided, however, that such services do not
conflict, with respect to either times or duties, with any employment duties
of Xxxxxxx to any new employer, any consulting assignment or self-employment
duties. Additional time requested of Xxxxxxx by the Company shall be
compensated at a mutually agreeable rate. The Company and Xxxxxxx agree that
in the event Xxxxxxx fails to provide such services to the Company when
requested and continues to do so for a period of thirty (30) days after
notified in writing by the Company of such failure, the consulting payment
required to be paid hereunder shall be suspended but not forfeited until
Xxxxxxx complies with the Company's request. Xxxxxxx shall exercise good
faith and best efforts in providing such consulting services to the Company.
All of Xxxxxxx'x services performed hereunder shall be for the exclusive
benefit of the Company. Xxxxxxx shall be reimbursed for all reasonable
business expenses incurred by him in performance of any services hereunder, as
approved in advance by the Company.
3. Consulting Fee. The Company shall pay a monthly consulting fee (the
"Consulting Fee") to Xxxxxxx of Five Thousand Eight Hundred dollars ($5,800)
payable the 21st day of each month during the term hereof commencing September
21, 1998.
4. Relationship of the Parties. The relationship of Xxxxxxx to the
Company shall be that of an independent contractor. Xxxxxxx shall not be
deemed to be employee or an agent of the Company for any purpose. Xxxxxxx
agrees not to represent or warrant to any other person that he has any
authority to bind or commit the Company to any obligation.
5. Benefits. Xxxxxxx shall not have any claim under this Agreement or
otherwise against the Company for compensation other than as set forth in
paragraph 3 above.
6. Assignment and Acceleration. Xxxxxxx shall not assign, sell,
transfer or delegate any of his duties pursuant to this Agreement. In the
event a sale, merger or other change in control of the Company, any unpaid
portion of the Consulting Fee shall be paid immediately in advance.
7. Amendment. This Agreement may be modified or amended only by a
writing signed by both parties hereto.
8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter of this
Agreement and any and all written or oral agreements heretofore existing
between the parties hereto are expressly canceled.
9. Inurement and Death Benefit. This Agreement shall inure to the
benefit of and be binding upon the parties, their heirs, legal
representatives, successors and assigns. In the event of the death of Xxxxxxx
during the term of this Agreement, the unpaid portion of the Consulting Fee
shall be paid to Xxxxxxx'x heirs.
10. Governing Law. This Agreement shall be governed and interpreted by
the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto above have executed this Agreement
on the day and year first written above.
/s/ Xxxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX
XXXXXXXX FOODS OF DISTINCTION, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Chairman, President and CEO
