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EXHIBIT 10.36
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), is made and entered into as of
September 5, 2000, by and between Champion Enterprises, Inc, a Michigan
corporation (the "Corporation"), and Xxxxxx X. Xxxxxxxxx ("Consultant").
W I T N E S S E T H:
WHEREAS, Consultant is experienced in the financial matters of large, publicly
held companies and the business of the Corporation; and
WHEREAS, the Corporation desires to retain Consultant and has offered to engage
Consultant to render consulting and advisory services to the Corporation.
NOW, THEREFORE, in consideration of the premises, as well as for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the Corporation and Consultant agree as follows:
1. Services to be Performed. The Corporation engages Consultant to perform, and
Consultant hereby accepts such engagement and agrees to perform, services as a
consultant and advisor to the Corporation as may reasonably be requested by the
President of the Corporation from time to time.
2. Extent and Place of Services. During the term of this Agreement, Consultant
shall make available to the Corporation the benefit of his knowledge, experience
and advice on such matters, at such times and in such manner as shall be
requested by the President of the Corporation. Services to be performed by
Consultant pursuant to this Agreement shall be performed at such times and at
such places as shall reasonably be determined by the President of the
Corporation but shall not require relocation or extensive travel.
3. Compensation and Expenses. As compensation for Consultant's services
hereunder, the Corporation shall pay to Consultant 75,000 shares of the common
stock of Corporation. The shares shall be transferred to Consultant on or
shortly after January 2, 2001 and Corporation will promptly undertake to
register the shares for federal securities laws purposes. Corporation shall
reimburse Consultant for reasonable out of pocket expenses incurred by
Consultant in connection with the performance of services pursuant to this
Agreement. Payments to Consultant under this Agreement shall not be subject to
withholding taxes unless required by law. Consultant shall be responsible for
any income, employment, self-employment or similar taxes due and owing as a
result of payments under this Agreement.
4. Term. This Agreement shall commence on the date of conclusion of employment
and shall continue in full force and effect until December 31, 2000.
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5. Independent Contractor Status. In the performance of services under this
Agreement, Consultant is an independent contractor. Nothing in this Agreement
shall either constitute, or be deemed to constitute, Consultant to be an
employee, officer, agent, partner, principal, or joint venturer of the
Corporation for any purpose whatsoever, or give rise to a relationship between
Consultant and the Corporation other than one of independent contractor to the
Corporation. In any action on behalf of the Corporation Consultant shall
represent himself only as an independent contractor.
6. Proprietary Information and Confidentiality. Consultant hereby agrees to keep
in strict confidence all Confidential Information of which he becomes aware
during the term of this Agreement. Consultant shall not use the Confidential
Information for any purpose except as necessary for performance under this
Agreement. Consultant shall not in any manner, either directly or indirectly,
divulge, disclose or communicate to any person or entity the Confidential
Information. The term "Confidential Information" shall have the meaning ascribed
to that term in the Employment Agreements, as defined in the Agreement and
General Release executed today by and between the parties.
7. Enforcement. (a) In the event that either party breaches any of its duties or
obligations under this Agreement, the other party may, at its sole option, (i)
terminate this Agreement by giving written notice of termination to the other
whereupon the nonbreaching party shall be released and discharged of all
liabilities, duties and obligations hereunder whatsoever; (ii) xxx for specific
performance of the duties and obligations hereunder; (iii) seek injunctive
relief to prevent activities prohibited hereby; and/or (iv) exercise any other
right or remedy available at law, in equity or otherwise. The parties
acknowledge and agree that the injury from the breach of certain provisions of
this Agreement will be incalculable and irremediable and that it will be
extremely difficult, if not impossible, to accurately measure the damage from
any such breach. Accordingly, the parties agree that upon any breach of this
Agreement remedies at law may be inadequate. The parties further agree that the
nonbreaching party shall be entitled, in addition to any other rights or
remedies available to it, as a matter of right, to institute legal proceedings
in any court of competent jurisdiction and seek equitable and legal relief.
(b) No failure by a party to exercise any right, power or remedy
hereunder or under applicable law shall affect such right, power or remedy, nor
shall any single or partial exercise thereof preclude any further exercise
thereof or the exercise of any other right, power or remedy hereunder or under
applicable law. The rights and remedies of the parties are cumulative to all
rights and remedies under applicable law.
8. Notices. Any notice, report or other statement required or permitted to be
given under this Agreement shall be deemed to have been given and received for
all purposes if personally delivered, sent by fax or sent by first class mail,
postage prepaid, to the address of the respective party set forth below:
If to the Corporation: Champion Enterprises, Inc
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx Fax: 000-000-0000
If to Consultant: Xxxxxx X. Xxxxxxxxx
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0000 Xxxxxxx Xxxxx
Xxxxxxxxx Xxxxx, XX 00000
9. Applicable Law. This Agreement shall be governed by Michigan law.
10. Integration. This writing constitutes the entire agreement between the
parties and shall supersede all previous or contemporaneous negotiation,
commitments, agreements, understandings and writing with respect to the matters
set forth herein.
11. Modification. This Agreement shall be amended, modified or restated only by
a writing indicating on its face that it is an amendment, modification or
restatement of this Agreement and signed by each party.
12. Successors and Assigns. This Agreement shall inure to the benefit of and
shall be binding upon the Corporation and its successors. The duties,
obligations, powers and responsibilities of Consultant under this Agreement are
personal unto Consultant and shall not be assigned or otherwise transferred.
13. Headings; Severability. The section headings herein are included solely for
convenience and shall in no event affect, or be used in connection with, the
interpretation of the Agreement. Each section and subsection of this Agreement
shall be treated as severable. If any section or subsection shall be found
illegal, invalid or unenforceable, this Agreement shall be interpreted, and
shall remain in full force and effect, as though such section had never been
contained in this Agreement.
14. Waiver. No waiver of any provision of, or breach of, this Agreement shall be
either construed as a continuing waiver, or constitute a waiver of any other
provision or breach.
THIS SPACE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Corporation and by Consultant as of the day and year first above written.
Champion Enterprises, Inc.
A Michigan corporation
By: _____________________________
Xxxxxx X. Xxxxx, Xx.
Chairman, President and CEO
Consultant
_________________________________
Xxxxxx X. Xxxxxxxxx
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