Exhibit 10.1.4
CONSULTING AGREEMENT
THIS AGREEMENT made and entered into this 3rd day of March, 1997, by and
between Ballantyne of Omaha, Inc., ("Ballantyne"), a Delaware corporation with
its principal offices at 0000 XxXxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000 (the
"Company"), and Xxxxxx X. Xxxxxxxxxx, an individual residing at 0000 Xxxxx 000xx
Xxxxxx, Xxxxx, Xxxxxxxx 00000 ("Xxxxxxxxxx").
WITNESSETH
WHEREAS, Xxxxxxxxxx has been a key employee of Ballantyne for many years,
and has been serving as President of the Company since 1981; and
WHEREAS, effective March 31, 1997, Xxxxxxxxxx'x Employment Contract with
the Company will terminate, and Xxxxxxxxxx will no longer be an employee of the
Company, but will serve as Vice-Chairman of the Board of Directors; and
WHEREAS, the Company wishes to continue to have the benefit of Xxxxxxxxxx'x
experience, counsel and advice in the operation of its business, and wishes to
retain him as a consultant, and Xxxxxxxxxx is agreeable thereto.
NOW, THEREFORE, it is agreed by and between the parties hereto, as follows:
1. EXTENSION OF EMPLOYMENT. Xxxxxxxxxx will remain an employee of the
Company through and including May 1, 1997, at the same rate of compensation as
provided for in his existing Employment Contract.
2. ENGAGEMENT AS CONSULTANT. Company hereby engages Xxxxxxxxxx as a
consultant for a term beginning April 29, 1997, and terminating on December 31,
1997, and Xxxxxxxxxx hereby accepts such engagement.
3. ACTIVITIES OF CONSULTANT. During the term of this Agreement,
Xxxxxxxxxx will assist the Company in the continued operation of its business,
and will render counsel and advice, and such other services as the Company
desires, with the particular assignment of pursuing and negotiating acquisitions
of other businesses. During this period, Xxxxxxxxxx will continue to serve as
Vice-Chairman of the Board. It is contemplated that Xxxxxxxxxx will devote 5
(five) days of his time per month, or up to forty (40) days during the period of
April 29, 1997, through December 31, 1997.
4. COMPENSATION. As compensation for his services to be rendered to the
Company, the Company will compensate Xxxxxxxxxx at the rate of Four Thousand
Five Hundred
-50-
Dollars ($4,500.00) per month. In addition, Xxxxxxxxxx will be reimbursed for
all out-of-pocket expenses incurred on behalf of the Company. If Xxxxxxxxxx
shall devote more than forty (40) days of his time on behalf of the Company
during the term of this Contract, he will be paid additional compensation at the
rate of Seven Hundred Dollars ($700.00) per day.
5. OFFICE. Xxxxxxxxxx will maintain his office at premises other than
the offices of the Company, but will be entitled to use secretarial services
provided by the Company.
6. INSURANCE. As additional consideration for the services to be
performed by Xxxxxxxxxx, the Company agrees to provide him Executive Retirement
Supplemental Insurance, including prescription drug coverage, for himself and
his spouse after they reach the age of sixty-five (65) years, for which the
Employee will pay up to Seventy-Five Dollars ($75.00) each for himself and his
spouse per month.
7. RESTRICTIVE COVENANTS. Xxxxxxxxxx agrees to continue to be bound by
the provisions of Section 8, 9 and 10 of his Employment Contract dated October
1, 1991, as though they were part of this Consulting Agreement, and the
provisions thereof are incorporated herein by this reference.
8. INDEPENDENT CONTRACTOR. For the purposes of this Agreement, and the
services to be rendered hereunder, Xxxxxxxxxx shall, at all times, be an
independent contractor and shall not be considered an employee of the Company.
9. MISCELLANEOUS. The following miscellaneous provisions shall apply to
this Agreement;
A. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understandings between the parties with respect to the subject
matter hereof, and supersedes all prior agreements and understanding, oral and
written, between the parties with respect thereto. The Agreement may be amended
or supplemented at any time only by an instrument in writing signed by both of
the parties.
B. APPLICABLE LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Nebraska.
C. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective personal
representatives, heirs, successors and assigns, except that the obligations of
Xxxxxxxxxx hereunder may not be assigned.
D. NOTICES Any notice requires or permitted to be given under this
Agreement shall be sufficient if in writing and sent to the other party by
certified mail, return receipt requested, to the address for such party set
forth above.
-00-
X. XXXXXXXX. The headings of the sections herein are for convenience
only and shall not be construed as in any manner defining, limiting, or
describing the scope or intent of the particular sections to which they refer,
or as affecting the meaning or construction of the language in the body of such
sections.
10. NEGOTIATION OF NEW AGREEMENT. The parties hereto hereby express their
intention to negotiate a new Consulting Contract, prior to December 31, 1997.
IN WITNESS WHEREOF, the parties hereto have set their hands the date first
above written.
BALLANTYNE OF OMAHA, INC.
BY: /s/ Xxxx Xxxxxxx
-----------------------------------
President
BY: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
-52-
