EXHIBIT 10.6
AGREEMENT dated September 1, 2001, by and between XXXXXX XXXXXXX
("Xxxxxxx") and EMERGENT GROUP, INC. ("Emergent")
WHEREAS, Xxxxxxx has served as an unpaid director and advisor to Emergent
for approximately one year; and
WHEREAS, Emergent desires to utilize Xxxxxxx'x extensive business
experience, and to acknowledge Xxxxxxx'x past contributions: the parties hereby
agree as follows:
1. Emergent agrees to employ Xxxxxxx, and Xxxxxxx agrees to act, as a
consultant for Emergent in the areas of business development, fund raising,
strategic planning, growth and potential acquisitions. Emergent also agrees to
use its best effort to cause Xxxxxxx to be elected to the board of directors of
Emergent (and Xxxxxxx agrees to serve if elected) for a period of two years from
the date of this agreement.
2. Xxxxxxx agrees to make himself available upon reasonable notice for such
consultation to Emergent as may be reasonably requested by Emergent. Emergent
shall not be obligated to request Xxxxxxx to provide services pursuant to this
Agreement, and Emergent shall not be required to provide Xxxxxxx with an office.
3. This Agreement shall commence on the date hereof and shall terminate on
August 31, 2003. This Agreement shall not be extended without the express
written agreement of the parties hereto.
4. In consideration for the services to be performed by Xxxxxxx, Emergent
agrees to xxxxx Xxxxxxx options to purchase 1,500,000 shares of Emergent common
stock at an exercise price of $0.20 per share. Options to purchase 750,000
shares shall vest and become exercisable on September 1, 2001, and options to
purchase 750,000 shares shall vest and become exercisable on September 1, 2002.
All unexercised options shall expire on December 31, 2004. In connection with
the options defined above in this Section 4, the number of shares available for
purchase and the exercise price per share shall be adjusted to take into
consideration any and all share splits or reverse share splits.
5. This Agreement may be terminated by Emergent for cause, and by Xxxxxxx
for any reason at any time prior to August 31, 2003, upon 10 days written
notice. In the event of any termination pursuant to this paragraph, Xxxxxxx
shall forfeit all options which have not vested. For purposes of this paragraph,
cause shall include:
(a) conviction of any felony, or a misdemeanor involving moral
turpitude; or
(b) any material breach of this agreement, if not cured within
30 days after written notice thereof.
6. All notices, requests, demands, and other communications under this
Agreement shall be given in writing and shall be served either personally, by
facsimile or delivered by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
If to Emergent:
Emergent Group Inc.
000 Xxxx Xxxxxx,
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxx
with a copy to:
Xxxxxx, Xxxxxxxx & Xxxx, P.C.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx, Esq.
If to Xxxxxxx:
Xxxxxx Xxxxxxx
00 Xxxxxxx Xxxxxx
Xxxx Xxxxxxx, Xxx Xxxx 00000
Notices shall be deemed received at the earliest of actual receipt,
confirmed facsimile or three (3) days following mailing
7. This Agreement constitutes the entire agreement among the parties hereto
pertaining to the subject matter contained herein and supercedes all prior
agreements, representations, and understandings of the parties, whether oral or
written, regarding the subject matter of this agreement. In addition, Xxxxxxx
acknowledges that Emergent, Xxxxxx Xxx or Xxxx Xxxxxxx have not made any
representations or promises to him and that he has not relied on any
representations or promises other than those set forth in this agreement.
Specifically, Xxxxxxx disclaims the existence of, and any reliance by him upon,
any representations regarding any compensation by or equity interest in any
entity in which Xxxxxx Xxx or Xxxx Xxxxxxx are principals, or in which they may
become principals in the future, except as may be set forth expressly in this
agreement, or any other written agreement signed by them.
8. This Agreement may not be amended, supplemented, canceled, or discharged
except by written instrument executed by the parties hereto.
9. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, representatives, executors,
administrators, successors, and assigns, provided, however, that Xxxxxxx may not
assign any or all of his rightd or duties hereunder except following the prior
written consent of the Company.
10. This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original, but all such counterparts together shall
constitute one and the same Agreement.
11. This Agreement shall be construed and enforced in accordance with the
laws of the State of New York. All disputes under this agreement shall be
resolved by arbitration, to be held under the auspices of the American
Arbitration Association in New York.
12. This Agreement is subject to, and shall not become effective prior to,
the approval of the board of directors of Emergent.
EMERGENT GROUP, INC.
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, President
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
