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EXHIBIT 10.2(c)
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, dated and effective as of May 7, 1997, is
by and between Aames Financial Corporation, a Delaware corporation (the
"Company"), and Xxxx X. Xxxxx ("Xx. Xxxxx").
BACKGROUND
In 1979, Xx. Xxxxx became the President of the Company and since 1982
has served as the Company's Chairman, Chief Executive Officer and President
until his resignation on May 7, 1997. The Board of Directors of the Company
has determined that the continued services of Xx. Xxxxx as a consultant to the
Company would be in the best interests of the Company and its stockholders.
Accordingly, the Company and Xx. Xxxxx have agreed to enter into a consulting
arrangement on the terms and conditions set forth below.
In consideration of the mutual covenants and agreements contained
herein, and intending to be legally bound hereby, the parties agree as follows:
1. Engagement of Xx. Xxxxx. The Company hereby engages Xx. Xxxxx
to serve as a consultant to the Company and its subsidiaries. The duties of
Xx. Xxxxx as a consultant, as reasonably requested by the Company and subject
to Section 3 hereof, shall include the following:
(a) Attendance at retail sales meetings;
(b) Use of Xx. Xxxxx' voice in radio and television
advertisements;
(c) Assistance in legislative efforts on behalf of the Company;
(d) Attendance at employee meetings;
(e) Attendance at trade shows and conventions; and
(f) Assistance in capital markets sales efforts.
2. Consulting Fees. In consideration of the services to be
performed by Xx. Xxxxx under this Agreement, the Company shall pay Xx. Xxxxx a
fee of $5,000 per month. Such fee shall be payable in full on the first day of
each month during the term of this Agreement as set forth in Section 4 hereof.
The Company will make all deductions for tax or withholdings from such
consulting payments. In addition, Xx. Xxxxx shall be paid AFTRA/SAG
compensation of $5,000 per advertisement for which he provides the voice-over.
3. Time Devoted to Consulting. Xx. Xxxxx shall devote a minimum
of 10 hours per month to the performance of his duties under this Agreement
(which shall be considered reasonable for purposes of Section 1 hereof), which
may be performed at home or in the office.
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4. Term. The term of this Agreement shall commence on the date
hereof and shall continue for three years thereafter.
5. Non-Disclosure of Confidential Information. Xx. Xxxxx hereby
agrees that he will not disclose to any person or otherwise use or exploit,
except in the course of performing services under this Agreement, any
proprietary or confidential information, including, without limitation, trade
secrets, processes, records of research, proposals, reports, methods,
processes, techniques, computer software or programming, or budgets or other
financial information, regarding the Company, its business, properties,
customers or affairs (collectively, "Confidential Information") obtained by him
at any time during the term of this Agreement. Notwithstanding anything herein
to the contrary, the term "Confidential Information" shall not include
information which (a) is or becomes generally available to the public other
than as a result of disclosure by Xx. Xxxxx in violation of this Agreement; (b)
is or becomes available to Xx. Xxxxx on a non-confidential basis from a source
other than the Company, provided that such source is not known by Xx. Xxxxx to
be furnishing such information in violation of a confidentiality agreement with
or other obligation of secrecy to the Company; (c) has been made available, or
is made available, on an unrestricted basis to a third party by the Company, by
an individual authorized to do so; or (d) is known by Xx. Xxxxx prior to its
disclosure to him. Xx. Xxxxx may use and disclose Confidential Information to
the extent necessary to assert any right or defend against any claim arising
under this Agreement or pertaining to Confidential Information or its use, to
the extent necessary to comply with any applicable statute, constitution,
treaty, rule, regulation, ordinance or order, whether of the United States, any
state thereof, or any other jurisdiction applicable to Xx. Xxxxx, or if Xx.
Xxxxx receives a request to disclose all or any part of the information
contained in the Confidential Information under the terms of a subpoena, order,
civil investigative demand or similar process issued by a court of competent
jurisdiction or by a governmental body or agency, whether of the United States
or any state thereof, or any other jurisdiction applicable to Xx. Xxxxx. If
Xx. Xxxxx is served with any subpoena, court order, or other legal process
seeking disclosure of any Confidential Information, Xx. Xxxxx shall promptly
notify the Board of Directors at the address set forth below, but in no event
more than 48 hours after receipt of same. Xx. Xxxxx agrees not to remove any
documents, records or other information from the premises of the Company or any
of its subsidiaries or affiliates containing any such Confidential Information
and acknowledges that such documents, records and other information are the
exclusive property of the Company or its subsidiaries or affiliates. The
confidentiality obligations imposed on Xx. Xxxxx by the terms of this Agreement
shall be continuing.
6. Termination. Xx. Xxxxx shall have the right to terminate
this Agreement at any time upon 30 days written notice to the Company. The
Company shall have the right to terminate this Agreement for cause upon 30 days
written notice to Xx. Xxxxx. For purposes hereof, the term "cause" means:
(a) Material breach of Section 5 of this Agreement by Xx. Xxxxx;
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(b) Gross abuse of trust committed in bad faith; or
(c) Commission of any fraud, theft, embezzlement or other
dishonest act against the Company.
7. Relationship between the Parties. The relationship between
the Company and Xx. Xxxxx shall be that of independent contractor, and Xx.
Xxxxx shall have control of his work and control of the manner in which the
work is performed. Nothing contained in this Agreement shall be construed to
constitute Xx. Xxxxx as an employee, partner, joint venturer or agent of the
Company or any of its subsidiaries.
8. Notices. All notices and consents required or permitted
hereunder shall be sufficient if given in writing and either hand- delivered or
mailed by certified mail, postage prepaid, return receipt requested, to the
other party at the address set forth below or to such other address as either
party may designate by like notice.
If to the Company, to:
Aames Financial Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Board of Directors
(after June 1, 1997, the address for the Company
shall be 000 X. Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 90017)
If to Xx. Xxxxx, to:
Xx. Xxxx X. Xxxxx
000 X. Xxxxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
9. Miscellaneous. This Agreement constitutes the entire
understanding between the parties with respect to the subject matter hereof and
may be modified or terminated only by an executed writing. This Agreement
shall be binding on and enforceable by the respective successors and assigns of
the parties, except that none of the parties may assign any of their rights or
obligations under this Agreement without the express prior written consent of
the other party. No failure to exercise, delay in exercising, or single or
partial exercise of any right, power or remedy by any party shall preclude any
other or further exercise by that party of the same or any other right, power
or remedy. This Agreement shall be governed by and enforced in accordance with
the laws of the State of California. If any part of this Agreement is
construed to be invalid, illegal or unenforceable, then the remainder of this
Agreement shall not be affected by that construction and shall be enforceable
without regard to it. This Agreement may be executed in counterparts, each of
which when so executed and delivered shall be an original. the headings
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of the Sections have been inserted for convenience of reference only and do not
constitute a part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
AAMES FINANCIAL CORPORATION
By: /s/ Xxxx X. Xxxxxxxx Xxxx X.
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Xxxxxxxx Chief Executive
Officer
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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