1
EXHIBIT 99.4
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made as of
December 12th, 1996, by and between PVC Container Corporation, a Delaware
corporation ("Company"), and Kirtland Capital Corporation, an Ohio corporation
("KCC").
RECITALS
--------
WHEREAS, Kirtland Capital Partners II L.P., the Company and
Xxxxx Anstalt, have entered into a Stock Purchase Agreement, dated as of
December 3, 1996 (the "Stock Purchase Agreement"), pursuant to which KCP will,
subject to the satisfaction of various conditions, purchase 4,367,415 shares of
common stock, par value $.01 per share, of the Company (the "Common Stock").
WHEREAS, as a condition to the consummation of the
transactions contemplated by the Stock Purchase Agreement, KCC has agreed to
provide consulting services to the Company.
AGREEMENTS
----------
NOW, THEREFORE, in consideration of the mutual covenants in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. TERM OF SERVICE. During the Term (as hereinafter defined), KCC shall
provide such consulting services to the Company from time to time as may be
agreed upon by the Company and KCC. This Agreement shall remain in full force
and effect for a period (the "Term") beginning on the date hereof and ending on
the later of (a) the date that Kirtland Capital Partners II L.P. or any
Affiliate (as defined in the Stock Purchase Agreement) or partner thereof shall
cease to own, directly or indirectly, at least 40% of the issued and outstanding
shares of Common Stock, and (b) the Board of Directors of the Company (the
"Board") shall adopt a resolution approved by a majority of the entire Board
authorizing the termination of this Agreement.
2. COMPENSATION. (a) During the Term, the Company shall pay KCC an
annual consulting fee equal to Two Hundred Fifty Thousand Dollars ($250,000.00)
(the "Consulting Fee") in accordance with the terms of Section 2(b) of this
Agreement.
2
(b) The Company shall pay the Consulting Fee on a monthly
basis in arrears by the 10th day following the end of each calendar month
beginning February 10, 1997.
3. MISCELLANEOUS.
(a) ENTIRE AGREEMENT AND AMENDMENT. This Agreement embodies
the entire understanding of KCC and the Company, and there are no other
agreements or understandings, written or oral, in effect between KCC and the
Company, relating to the subject matter hereof. This Agreement may be amended or
modified only by an instrument signed by KCC and the Company.
(b) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Ohio without
regard to the conflicts of law principles thereof.
(c) WAIVERS. Any waiver by either KCC or the Company of any
violation of, breach of or default under any provision of this Agreement by the
other party hereto shall not be construed as, or constitute, a continuing waiver
of such provision, or waiver of any other violation of, breach of or default
under any other provision of this Agreement.
(d) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
(e) ASSIGNMENT. The rights and obligations of KCC and the
Company hereunder shall not be assigned.
IN WITNESS WHEREOF, each of KCC and the Company has duly
executed and delivered this Agreement as of the date first written above.
PVC CONTAINER CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President
KIRTLAND CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
2
