Exhibit 10.37
CONSULTING AGREEMENT
This Agreement entered into by and between AMERICAN BANKNOTE CORPORATION., a
company organized and existing under the laws of the State of Delaware, United
States of America, , with head offices at 000 Xxxx Xxxxxx, in the City and State
of New York, (hereinafter "the Company"), and XX. XXXXXX XXXX, Brazilian
citizen, married, engineer, resident and domiciled in the City and State of Rio
de Janeiro, at Avenida Xxxxxx Xxxxx 620/1020 bearer of the Identity Card No.
3343401/IFP and of Individual Taxpayers' Registration (CPF/MF) No. 441604447-04
(hereinafter the "Consultant").
W I T N E S S E T H T H A T
WHEREAS, on January 31, 1996, the Company and the Consultant entered into an
agreement denominated MEMORANDUM OF AGREEMENT whereby the Company hired the
services of the Consultant for a period of three years ending February 1, 1999,
pursuant to the terms and conditions provided for therein;
WHEREAS the Company and the Consultant decided to review the terms and
conditions provided for in the January 31, 1996 MEMORANDUM OF AGREEMENT to
guarantee the continuation of the Consultant's rendering of services to the
Company for an additional term;
NOW, THEREFORE, the parties hereto agree to enter into a new Consulting
Agreement under the following terms and conditions:
1 - RENEWAL OF APPOINTMENT AND TERM
The Company hereby renews the Consultant's appointment for a period of four (4)
years as of January 1, 1999. The Consultant hereby accepts such renewal of his
prior appointment for the term provided for above.
2 - POWERS AND DUTIES
In addition to his duties as the President and General Manager of American Bank
Note Company Grafica e Servicos Ltda., the Consultant will assist and advise the
Company in its other business affairs, keeping the Company aware of business
opportunities and changes in the business environment that may have an impact in
the Company's interests, including, but not limited to, opportunities of
strategic acquisitions, associations or joint ventures.
3 - COMPENSATION
The Consultant will receive a monthly fee of US$8,000 (eight thousand U.S.
dollars), payable in a Consultant's bank account in the United States. The
Consultant will be solely responsible for any and all taxes, including
withholding taxes that may be levied on any of the payments made to the EMPLOYEE
hereunder.
4 - NON RENEWAL
If, upon the expiration of the term provided for in Section 1 herein, the
Company decides not to renew this Agreement, the Consultant will be entitled to
enter into a two-year Consulting Agreement with the Company with a compensation
not lower than one half of the Consultant's annual fee provided for in this
Agreement (i.e., US$4,000 - four thousand U.S. dollars - times twelve months),
plus the value of unexercised stock options.
5 - LOYALTY
During the term of this Agreement, the Consultant undertakes to render services
to the Company to the best of his professional ability, devoting the necessary
time and attention to the full performance of any and all duties hereunder. The
Consultant shall not, during the term of this Agreement or any amendment hereof,
and for a period of two (2) years after the termination of this Agreement,
directly or indirectly, engage in any business, render services to, be
associated with (as an employee, owner, stockholder, partner, agent,
representative, officer or otherwise) any direct or indirect competitor, client
or supplier of the Company or its affiliates. A breach of this Section will
constitute a just cause for the Consultant's termination.
6 - GOVERNING LAW
This agreement shall be governed by and interpreted under the laws of the State
of New York independently of principles of conflicts of laws.
7 - FORCE MAJEURE
Neither party hereto shall be liable for failure to fulfill its obligations
hereunder for causes beyond its control, including, but not limited to, fires,
strikes, insurrection or riots. In such cases, neither party shall be liable in
any event.
8 - DISPUTES
Any disputes hereunder which cannot be amicably solved, by the parties shall be
decided upon by the competent court within the State of New York, United States
of America.
9 - ENTIRE AGREEMENT AND MODIFICATIONS
This agreement constitutes the entire agreement between the parties with respect
to the subject matter hereto and supersedes all prior agreements between the
parties, whether written or oral, relating to the same subject matter. No
modification, amendment or supplements to this agreement shall be effective for
any purpose unless in writing signed by an authorized representative of each
party.
* * *
And, being duly agreed, the parties execute this Agreement in triplicate before
the undersigned two witnesses below.
December ___, 1998.
AMERICAN BANKNOTE CORPORATION
By:Xxxxxx Xxxxxxxx
Title:Chairman & CEO
XXXXXX XXXX
WITNESSES:
1. _______________
Name: ____________
2. _______________
Name: ____________
