Exhibit 10.18
CONSULTING AGREEMENT
AGREEMENT (this "Agreement") made as of this 3rd day of May, 2004, by and
between Transnational Industries, Inc. (the "Company") and Xxxxxxx X. Xxxxx (the
"Consultant").
WITNESSETH:
WHEREAS, the Company desires to retain the Consultant to provide certain
consulting services to the Company as specified herein; and
WHEREAS, the Consultant is prepared to provide the Company with such
consulting services; and
WHEREAS, such consulting relationship may be terminated on the terms set
forth herein;
NOW THEREFORE, in consideration of the foregoing, the mutual covenants
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Consulting Relationship. During the Consulting Period (defined below), the
Consultant shall provide consulting services to the Company with respect to
strategy and analysis and other services as may be reasonably requested by the
Company. The Consultant shall be reasonably available to provide consulting
services during normal business hours during the entire Consulting Period and
shall provide such services as requested by the Company. Effective immediately
upon the execution and delivery hereof, the Consultant hereby resigns as
Chairman of the Company's Board of Directors (it being agreed and understood
that the Chairman is not resigning as a director of the Company or its Spitz,
Inc. subsidiary).
2. Consulting Period. The Consultant shall provide consulting services to the
Company, on the terms and conditions set forth in this Agreement, for the period
beginning on the date hereof and ending when terminated by either side pursuant
to the following sentence (the "Consulting Period"). The Company or the
Consultant may terminate this Agreement, with or without cause, at any time upon
written notice to the other party; provided, however, that the Company may
terminate this Agreement only with the approval of its Board of Directors.
3. Compensation. In consideration of the consulting services to be rendered
hereunder by the Consultant to the Company, the Company shall pay to the
Consultant the sum of Fifty Two Thousand Five Hundred Dollars ($52,500) per
annum, payable in twelve (12) equal monthly installments in a manner mutually
acceptable to the Company and the Consultant.
4. Authority of the Consultant. The Consultant shall have no authority to act
for or on behalf of the Company or to bind the Company in any manner without the
Company's express written approval. The Consultant agrees not to contact any
third parties with respect to the Company's business under this Agreement
without the Company's express written approval.
5. Independent Contractor. It is expressly agreed that the Consultant is an
independent contractor and not an employee of the Company. During the Consulting
Period, the Company shall not control the instrumentalities, details, or means
by which the Consultant achieves the results for which the Consultant is
retained under this Agreement. It is expected that during the Consulting Period,
the Consultant will provide only advisory and consulting services, and,
consequently, will not be subject to the supervision or control of the Company.
The Consultant shall choose the time and manner for performing the consulting
services according to the Consultant's own routines and schedules. During the
Consulting Period, the Consultant shall set the Consultant's own hours of work,
and there shall be no obligation by the Consultant to submit reports relating to
the method in which consulting services are rendered under this Agreement.
Nothing in this Agreement shall establish an agency, partnership, joint venture
or employee relationship between the Company and the Consultant. The Consultant
shall not conduct business in the name of the Company. With respect to the
services to be performed by the Consultant, the Consultant shall not be treated
in any manner as an employee for federal, state or local tax purposes. The
Consultant shall have sole responsibility for the withholding and payment of all
taxes, fees and assessments due to federal, state, local or other authorities.
6. Waiver. The Consultant acknowledges that the Company has the right to
terminate this Agreement at any time, and that it is the expectation of the
parties that at some time the Company shall terminate this Agreement for reasons
unrelated to the Consultant's age or any disabilities the Consultant may have.
Therefore, to the extent legally allowable, the Consultant hereby waives any
right to claim discrimination under the ADEA, the ADA or any other federal or
state law relating to his age and health upon his termination.
7. Governing Law. This Agreement shall be construed, interpreted, enforced and
applied in accordance with the laws of the State of Pennsylvania.
8. Arbitration. The Consultant and the Company agree that any and all disputes
that either party may have with the other party which arise out of this
Agreement shall be resolved through final and binding arbitration conducted
within thirty (30) miles of Philadelphia, Pennsylvania in accordance with the
rules and regulations of the American Arbitration Association then in effect.
Both parties understand and agree that the arbitration shall be instead of any
civil litigation and that the arbitrator's decision shall be final and binding
to the fullest extent permitted by law and enforceable by any court having
jurisdiction thereof.
9. Miscellaneous. Any notice or other communication required or which may be
given hereunder shall be in writing and shall be delivered personally,
telecopied, or sent by certified, registered or express mail, postage prepaid,
to the Consultant at the address set forth on the signature page to this
Agreement and to the Company at its principal business address, or at such other
addresses as shall be specified by the parties by like notice, and shall be
deemed given when so delivered personally or telecopied, or if mailed, two days
after the date of mailing. This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
contracts and other agreements, written or oral, with respect thereto. All of
the terms of this Agreement shall inure to the benefit of, be enforceable by and
be binding upon the parties hereto and their respective successors and assigns;
provided, that the Consultant shall not have the right to assign his rights or
duties hereunder or any interest herein without the prior written consent of the
Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date and year first above written.
COMPANY:
TRANSNATIONAL INDUSTRIES, INC.
By: /s/Xxxxxxxx X. Xxxx
--------------------------
Name: Xxxxxxxx X. Xxxx
Title: President and Chief Executive Officer
CONSULTANT:
/s/Xxxxxxx X. Xxxxx
--------------------------
Xxxxxxx X. Xxxxx
Address: 000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
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