EX. 10.5
The Millbrook Press Inc.
0 Xxx Xxx Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
December 13, 1996
Xxxxxx International Publishing
and Research, Inc.
The Millbrook Press, Inc.
00X Xxxx Xxxxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
Re: CONSULTING AGREEMENT
Reference is made to the Consulting Agreement between Xxxxxx X. Xxxxxx
and The Millbrook Press Inc. (the "Company") dated September 12, 1996. You
hereby acknowledge that you are a corporation controlled by Xx. Xxxxxx. This
letter agreement amends and restates the Consulting Agreement between Xxxxxx
X. Xxxxxx and the Company.
1. TERM. This agreement is effective January 1, 1997 and covers the
engagement of Xxxxxx X. Xxxxxx as a consultant for the calendar years 1997
and 1998 under the direction of the Chief Executive Officer and/or Board of
Directors.
2. DESCRIPTION OF RESPONSIBILITIES. You shall make Xxxxxx X. Xxxxxx
available as a consultant to the Company and Xx. Xxxxxx shall devote his best
efforts to the performance of his duties. Xx. Xxxxxx will make himself
available for a minimum of six months a year, such time periods to be
determined by the Chief Executive Officer and/or the Board of Directors. Xx.
Xxxxxx will assist in strategic planning, market development, acquisition
searches, product planning, international sales, joint venturing and any
other area which the Chief Executive Officer and/or the Board of Directors
may request.
3. NON-COMPETITION. During the term of this letter agreement you and Xx.
Xxxxxx shall not engage in any activity that could be construed as
competitive. The Chief Executive Officer and the Board of Directors shall be
the sole judge of what is competitive, and you and Xx. Xxxxxx agree that you
and Xx. Xxxxxx will abide by their decision which shall be given in writing
should the occasion arise. In the event of termination of this agreement by
reason of the expiration of its terms or otherwise, you and Xx. Xxxxxx agree
that you will each not, during a period of twenty-four months thereafter,
either directly or indirectly,
induce or attempt to induce any of the personnel of the Company or of its
affiliates to terminate their employment or association, nor shall you each
engage in any activity which may be deemed competitive. In the event of a
breach of the foregoing, the Company shall have the right to cancel all
unpaid compensation which has accrued or which may thereafter accrue to your
credit.
4. COMPENSATION. Millbrook agrees to provide you with the following:
A. Compensation for the calendar year 1997 at the rate of $60,000/per annum
to be paid in 12 equal installments;
B. Compensation for the calendar year 1998 at the rate of $50,000/per annum
to be paid in 12 equal installments;
C. Continuation of the office at 00X Xxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxx
00000 through September 30, 1997;
D. Secretarial assistance will be available on an as needed basis.
It is understood that the Company will pay direct or that you will be
reimbursed for traveling and other business expenses upon submission of
statements supported by appropriate vouchers.
5. POLICIES OF THE COMPANY. You will induce Xx. Xxxxxx to agree that he
will abide by all policies, rules and regulations of the Company now and
hereafter in effect, and that he personally will conform with and will cause
all others under your direction to conform with such policies, rules and
regulations.
6. SETTLEMENT OF CLAIMS. Any controversy or claim arising out of or
relating to this agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Rules of the American Arbitration
Association, and any hearings in connection with such arbitration shall be
held in New York City. Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.
7. RELATIONSHIP BETWEEN THE PARTIES. You will induce Xx. Xxxxxx to agree
(i) to perform all services hereunder as an independent contractor and
(ii) not to hold himself out as a partner, joint venturer, co-employer or
employee of the Company. Nothing herein shall be deemed to create any
association, partnership, joint venture or master and servant or employer and
employee relationship between the parties hereto.
8. TAXES. You shall be solely liable and responsible for (i) any and all
federal, state and local taxes based on or measured by his income or receipts
("Taxes") and (ii) the timely
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filing (and payment of Taxes in connection therewith) of all tax returns as
required by law in a manner consistent with your status as an independent
contractor. The Company shall have no responsibility for and no obligation
to withhold at any source any federal, state or local income tax, or
employee's portion under that Federal Insurance Contributions Act; provided,
however, that nothing contained herein shall prevent the Company from
withholding taxes as required by law.
9. BENEFITS. The Company shall have no obligation to provide benefits to
you or Xx. Xxxxxx other than as specifically provided in this letter
agreement.
10. COOPERATION. You and Xx. Xxxxxx shall take all reasonable steps to
cooperate in the defense of any claims by any federal, state or local
government authority against the Company or any of its affiliates, regarding
Taxes assessed with respect to you.
11. SURVIVAL. Sections seven through ten of this letter agreement shall
survive the termination of this letter agreement and remain in effect until
the statute of limitation, including extensions thereof, for all claims by
federal, state and local government authorities against the Company or its
affiliates for Taxes expires.
12. TERMINATION. This letter agreement will serve as the only compensation
agreement existing between the Company and yourself or Xx. Xxxxxx. It is
effective through December 31, 1998 and may be canceled by either party only
on the basis of breach of any of the above terms and conditions. Such notice
of breach will be given in writing and a period of 30 days will be allowed to
cure such breach.
Sincerely,
The Millbrook Press Inc.
By: /s/
----------------------------
Xxxxx Xxxxxxxxx, Chairman of the Board
Agreed and Accepted: Xxxxxx International Publishing
and Research, Inc.
By: /s/
-----------------------------
Xxxxxx X. Xxxxxx
/s/
---------------------------------
Xxxxxx X. Xxxxxx
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