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Exhibit 10.29
AMENDMENT
OF
CONSULTING AND OPTION CONTRACT
This is an Amendment to the Contract is between Rockford Corporation, an Arizona
corporation ("Rockford") and Xxxxxxxx, Xxxxx & Xxxxxxxx, Inc., a Nevada
corporation ("3G"). Rockford and 3G agree as follows:
1 RECITALS.
1.1 Rockford Business. Rockford manufactures and distributes high
quality car and professional audio products under various brand
names including "Rockford-Fosgate", "Hafler Professional", "Rockford
Acoustic Designs", and "Connecting Punch."
1.2 3G Consulting Services. 3G is in the business of providing executive
and other consulting services. 3G has provided services to Rockford
pursuant to (a) a letter agreement dated February 8, 1992, and
accepted by 3G on February 10, 1992, (b) a Consulting and Option
Contract dated March 10, 1993, and (c) and Amendment and Renewal of
Consulting and Option Contract dated as of August 1, 1995 (the
"Prior Contract"). Pursuant to the Prior Contract, 3G has provided
executive and consulting services to Rockford through W. Xxxx Xxxxxx
("Xxxxxx") and other 3G's associates.
1.3 Amendment to Agreement. 3G, Rockford, and Xxxxxx have now agreed to
amend the Prior Contract in order that Rockford may directly employ
Xxxxxx as a full time employee.
2 AMENDMENT OF PRIOR CONTRACTS. Sections 2 and 3 of the Prior Agreement are
deleted in their entirety. For the remaining term of the Prior Agreement,
3G will provide executive and advisory services to Rockford through its
associates other than Xxxxxx (with Rockford's advance approval). 3G
consents to Rockford's hiring of Xxxxxx as a full time employee of
Rockford and waives payment of the fee otherwise required by Section 13 of
the Prior Contract in connection with Xxxxxx'x employment.
2.1 Nature of Required Services. Rockford and 3G will from time to time
agree on the exact nature of the consulting services to be performed
under the Contract.
2.2 Director. 3G will designate its associate Xxxxx Xxxxxxxx to serve as
a Director of Rockford.
2.3 Compensation of 3G Associates. 3G will pay, and bear exclusively,
all compensation of Goldress and other 3G associates working on the
Rockford engagement, except that Rockford will pay Goldress
directors' fees and other compensation consistent with Rockford's
compensation policies for its directors.
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3 COMPENSATION AND EXPENSES. Sections 5.1, 5.2, 5.3, and 5.5 of the Prior
Agreement are deleted in their entirety. Rockford and 3G will negotiate
and approve the compensation payable to 3G for its services on a project
by project basis for the remaining term of the Prior Contract. Sections
5.4 and 5.6 are not amended and remain effective.
4 STOCK OPTION. As consideration for Xxxxx Xxxxxxxx service as a director
and for 3G's waiver of the placement fees under Section 13, Rockford will
grant to Xxxxx Xxxxxxxx as a director, and under the Rockford 1997 Stock
Option Plan, options to purchase an additional 5,000 shares of Rockford
Common Stock under the terms of the plan.
5 NO OTHER CHANGES. Except as set forth herein, the Prior Contract remains
effective without change and is reconfirmed by the parties.
6 EXECUTION AND EFFECTIVE DATE. This Amendment is effective as of January 1,
1999.
Xxxxxxxx, GALEF & GOLDRESS, Inc.
By /s/
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Xxxxx Xxxxxxxx, Chairman
Address: P. O. 5240
114 Xxxxxx
Xxxxxxx Xxxxxxx, XX 00000
Rockford Corporation
By /s/
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W. Xxxx Xxxxxx, President
Address: 000 Xxxxx Xxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
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