EXHIBIT 10.16
CONSULTING AGREEMENT DATED FEBRUARY 20, 2002 BETWEEN CHILDTIME
LEARNING CENTERS, INC. AND XXXXXXX X. XXXXX
CONSULTING AGREEMENT (the "Agreement") dated as of February 20, 2002 by and
between Childtime Learning Centers, Inc. (the "Company"), a Michigan corporation
with offices at 00000 Xxxx 00 Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx
00000, and Xxxxxxx X. Xxxxx, residing at 0 Xxxx Xxxxx, Xxxxxxxx Xxxxxxxx, Xxx
Xxxxxx 00000 (the "Executive").
WHEREAS, The Company desires to retain the Executive as a consultant and,
therefore, in consideration of the covenants and agreement hereafter set forth,
the parties agree as follows:
1. ENGAGEMENT TERM- This Agreement shall terminate at the close
of business on June 30, 2002
2. DUTIES- Executive shall, during the Engagement Term, function
as the Company's interim Chief Financial Officer and shall
report to the Company's Chief Executive Officer. Through March
31, 2002, Executive shall work out of the Company's corporate
headquarters in Farmington Hills, Michigan for four (4)
business days each week with the fifth business day working
from his home. Effective April 1, 2002 through May 31, 2002,
Executive shall work out of the Company's corporate
headquarters in Farmington Hills, Michigan for three (3)
business days each week with the fourth and fifth business
days working from home. For the month of June, Executive shall
make himself available for telephonic conference calls during
normal business hours, Monday through Friday, but shall not be
required to travel.
3. COMPENSATION- Executive shall receive from the Company an
annual consulting fee in the amount of $175,000 payable
monthly in arrears on the last business day of each month plus
reasonable documented out-of-pocket expenses, including
lodging and transportation. This annual consulting fee of
$175,000 shall be retroactive to February 1, 2002. Executive
shall not be entitled to any Company-sponsored employee
benefits including but not limited to payroll taxes and
medical benefits.
4. CONFIDENTIAL INFORMATION- Executive agrees that he will not
commit any act, or in any way assist others to commit any act,
which would injure the Company or its business. The Executive
acknowledges that all information about the Company or
relating to any of its services or any phase of its
operations, business or financial affairs which is not a
matter of public record ("Confidential Information") is
valuable, special and unique
to the Company. Accordingly, the Executive will not use any
such Confidential Information for his own benefit nor disclose
any such Confidential Information to any person, corporation,
association or other entity. Confidential Information shall
not include any information which is now or may become: (I)
generally available to the public or (ii) generally known in
the industry in which the Company operates.
5. ASSIGNABILITY- This Agreement shall not be assignable by the
Executive, but it shall be binding upon, and inure to the
benefit of, his heirs, executors, administrators and legal
representatives. This Agreement shall be binding upon and
inure to the benefit of the Company and its successors and
assigns.
6. MISCELLANEOUS- This Agreement shall be governed by the laws of
the State of New York.
This Agreement supercedes the Consulting Agreement dated January 19, 2001
between the Company and the Executive.
Childtime Learning Centers, Inc.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Chairman
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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