EXHIBIT 10.3
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CONSULTING SERVICES AGREEMENT
This Agreement is made as of February _, 1997, among CAF HOLDINGS,
INC., a Virginia corporation ("Holdings") and XXXXXXX & XXXXXX FLOORCOVERINGS,
INC., a Delaware corporation ("Floorcoverings") and QUAD-C, INC., a Delaware
corporation (the "Consultant").
RECITALS:
A. Floorcoverings is engaged in the business of designing,
manufacturing and distributing carpet and other floorcoverings for installation
in buildings and other structures (the "Business"). Holdings owns all of the
outstanding common stock of Floorcoverings.
B. Consultant has expertise in the management and operation of
businesses and Holdings desires that they provide consulting services to the
Business.
NOW, THEREFORE, the parties agree as follows:
1. Retention as Consultant. Holdings and Floorcoverings hereby retain
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Consultant to render certain consulting and advisory services to Holdings and
Floorcoverings and Consultant hereby agrees to perform the services described
herein.
2. Term. The initial term of this Agreement shall be the period
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commencing on the date hereof and ending January 31, 1999. This Agreement shall
automatically renew for additional one-year periods unless it is terminated by
either party by giving written notice of termination to the other party at least
90 days before the end of the initial term or 90 days before the end of each
one-year renewal period, as the case may be.
3. Duties. During the term hereof, Consultant shall consult with and
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advise each of Holdings and Floorcoverings on matters relating to the Business,
including, without limitation, matters relating to the financing, taxation,
operations and development of the Business and such other advice as may be
requested by any of them. If elected, representatives of the Consultant will
serve, without additional compensation, as directors and/or officers of Holdings
and/or Floorcoverings, and will perform the functions of corporate secretary.
4. Compensation. During the term of this Agreement, subject to the
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provisions of the Company's senior credit facility, Holdings and Floorcoverings
shall pay Consultant an aggregate of $350,000 per year, payable in equal
quarterly installments in arrears on the last business day of each quarter.
Holdings and Floorcoverings shall also reimburse Consultant for all
reasonable out-of-pocket expenses as incurred by Consultant in the performance
of services hereunder. Such expenses shall be reimbursed promptly upon receipt
by Holdings or Floorcoverings, as the case may be, of expense statements or
other supporting documentation.
5. Independent Contractor. Consultant is an independent contractor and
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nothing in this Agreement shall be construed or inferred to imply that
Consultant or any affiliate of Consultant is a partner or joint venturer with,
or an agent or employee of, Holdings or Floorcoverings. All employees, agents or
representatives employed by or used by Consultant in its performance of this
Agreement shall be the employees, agents and representatives of Consultant and
not Holdings or Floorcoverings, except if Holdings or Floorcoverings expressly
hires such persons as its employees, agents or representatives.
6. Notices. Any notice required or permitted hereunder shall be deemed
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to have been given or made only if in writing and either delivered or sent by
hand delivery, express delivery, or courier service, or prepaid registered or
certified mail, return receipt requested, addressed as follows:
If to Holdings:
CAF Holdings, Inc.
c/o Quad-C, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
If to Floorcoverings:
Xxxxxxx & Xxxxxx Floorcoverings, Inc.
000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxx 00000
Attention: President
If to Consultant:
Quad-C, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
The date of delivery, or the date of mailing of any such notice shall
be deemed to be the date on which the same was given. Any of the parties may
change its address for the purpose of notice by giving like notice in accordance
with the provisions of this Section.
7. Entire Agreement, Etc. This Agreement contains the entire agreement
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between the parties hereto and supersedes any and all prior agreements,
arrangements or understandings relating to the subject matter hereof.
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8. Governing Law. This Agreement shall be governed, construed by and
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enforced in accordance with the laws of the Commonwealth of Virginia.
CAF HOLDINGS, INC.
By:
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Title:
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XXXXXXX & XXXXXX FLOORCOVERINGS, INC
By:
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Title:
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QUAD-C, INC.
By:
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Title:
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