EXHIBIT 10.1
CONSULTING AGREEMENT
AGREEMENT made this 1st day of January 2003, between TM Century, Inc., a
Delaware corporation ("TM Century"), and Xxxxxxxx X. XxXxxxxx ("Consultant").
Preliminary Statement
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Consultant has, for some years, been a consultant and general advisor to TM
Century, and
TM Century desires to retain Consultant's experience and abilities in the
business of TM Century, and TM Century has offered to engage Consultant to
render consultative and advisory services in respect of TM Century, and
Consultant desires to accept such engagement, upon the terms and conditions set
forth below.
In consideration of the premises and the mutual covenants herein contained, TM
Century and Consultant hereby agree as follows:
1. Term and Duties. TM Century hereby engages Consultant for a period of
twenty-four (24) months, beginning the date hereof, as a general advisor and
consultant to management in all matters pertaining to the business of TM Century
and to render all of the services relevant thereto, and such advertising,
promotional and administrative services as TM Century may reasonably request.
Consultant shall serve as a member of the Board of Directors, if elected,
including service as Chairman of the Board of Directors, if elected. Consultant
shall report to and be responsible only to the Board of Directors of TM Century
and its executive officers. Consultant shall render such services as are
requested of her by TM Century but shall not be obligated to spend more than 20
hours in any one week for such services or more than 60 hours in any one month
for such services.
2. Compensation. For her consulting services to be rendered by Consultant to TM
Century under this Agreement, Consultant shall be compensated by TM Century
during the term of this Agreement by the payment of (1) the sum of $75,000 per
year, to be payable in twenty-four (24) equal installments, in accordance with
the Company's customary accounting procedures on or about the fifteenth and last
day of each month; (2) reimbursement of reasonable expenses incurred by
consultant in the performance of her duties.
3. Conflict of Interest. During the term of this Agreement, Consultant shall not
have any other corporate affiliation without the approval of the Board of
Directors of TM Century and shall not, directly or indirectly, engage in the
production, manufacture, or distribution of any product similar to that
produced, manufactured, or sold by TM Century or any of its subsidiaries,
neither for her own account or for any person, firm, or corporation whatsoever
other than TM Century or its subsidiaries, or otherwise compete with the company
or its subsidiaries.
4. Trade Secrets. Consultant acknowledges that prior to her association with TM
Century, she had no knowledge of the formulas, trade secrets, processes, or
method of production or manufacture utilized by TM Century and that such
information is of a confidential and secret character and of great value to TM
Century. Consultant agrees not to divulge to anyone other than the proper
officers of TM Century, either during or after termination of her employment
hereunder, any information acquired by her concerning such processes, formulas,
or methods of manufacturing or production or other trade secrets of TM Century.
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5. Covenant Not To Compete. During the term of this Contract, Consultant shall
not, directly or indirectly, own, manage, operate, join, control or participate
in or be connected with any business (either as owner, principal, shareholder,
agent, employee, servant, or otherwise) which shall (i) compete with any
business conducted by TM Century of the type and nature as shall be conducted by
TM Century during the term hereof as described herein and (ii) be conducted
within the State of Texas ("Covenant Not to Compete"). For purposes of the
Covenant Not to Compete, the term "TM Century" shall include any subsidiary or
affiliate of TM Century. Consultant understands and agrees that a breach or
threatened breach of the Covenant Not to Compete cannot be reasonably or
adequately compensated in damages and that such breach will cause TM Century
irreparable loss or damage. Nothing herein shall prevent TM Century from
pursuing any remedies available at law or in equity for such breach or
threatened breach. This Covenant Not to Compete as well as the obligations of
Consultant hereunder are not depended upon, but are mutually independent from
any other covenant or obligation herein. Consultant shall be paid the sum of
$10,000 per month to be payable on or about the last day of each month during
the term of this Agreement including the extended period.
6. Waiver , Modification, or Cancellation. Any waiver, alternation or
modification of any of the provisions of this Agreement, or its cancellation or
replacement, shall not be valid unless in writing and signed by the parties.
7. Assignment. The rights and obligations of TM Century under this Agreement
shall inure to the benefit of and shall be binding upon the successors and
assigns of TM Century if the company shall transfer all or substantially all of
its assets, property, and business to another corporation.
8. Construction. The validity of this Agreement shall be governed by the laws of
the State of Texas, and this Agreement shall be construed and enforced in
accordance with the laws of the State of Texas.
9. Entire Agreement. This Agreement supersedes all agreements previously made
between the parties relating to its subject matter. There are no other
understandings or agreements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
TM CENTURY, INC.
/s/Xxxxx Xxxxxxxx /s/Xxxxxxxx X. XxXxxxxx
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XXXXX XXXXXXXX XXXXXXXX X. XxXXXXXX
PRESIDENT/CEO
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