EXHIBIT 10(r)
CONSULTATION AGREEMENT
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THIS AGREEMENT, made and entered into this 2nd day of July, 1994, by
and between STERLING SOFTWARE, INC., a Delaware corporation, with its principal
office and place of business at 0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxx (hereinafter referred to as "Sterling") and REC ENTERPRISES, INC.,
a Florida corporation, with its principal office and place of business at 000
Xxxxxx Xxx Xxxx, Xxxxxx, Xxxxxxx (hereinafter referred to as "Consultant");
W I T N E S S E T H :
WHEREAS, Consultant is familiar with and has the knowledge, expertise
and background as to the analysis of financial matters concerning Sterling with
specific background in the businesses of Systems Center, Inc.; and
WHEREAS, Sterling is desirous of engaging the services of Consultant,
and Consultant is desirous of serving Sterling in an advisory capacity:
NOW, THEREFORE, for and in consideration of the promises, covenants
and conditions contained herein, the parties hereto agree as follows:
1. Consultant shall serve in an advisory capacity to the President of
Sterling, for the purpose of making financial and strategic recommendations
affecting the general welfare of Sterling. Consultant, through its officers,
including Xxxxxx X. Xxxx, shall make itself available for such advisory and
consultation purposes during all normal business hours as may be desired by
Sterling, upon reasonable notice, at such times and for such duration as may be
agreed upon.
2. As compensation for and in consideration of the services to be
performed hereunder, Sterling shall pay Consultant an annual fee of $240,000.00
per year. The term of this Agreement shall be from July 2, 1994 through July 1,
1996. Commencing July 2, 1994, Sterling shall pay to Consultant the $480,000.00
fee in twenty-four (24) equal monthly payments of $20,000.00, with the first
payment to be due on July 2, 1994, and a like payment to be due on the first day
of each month thereafter during the remaining term of the Agreement. The fee
shall be paid without regard to whether or not Sterling avails itself of
Consultant's services at any time during the term of this Agreement. The
Consultant shall be reimbursed for all other authorized expenses such as travel,
food and lodging and which are incurred at the direction of Sterling consistent
with this Agreement. Sterling shall also make available at its Reston offices,
for the benefit and use by Consultant, office facilities such as secretarial
services, telephone and office space.
3. This Agreement shall terminate on July 1, 1996. This Agreement
may be terminated by Consultant at any time during the term of this Agreement,
but any compensation
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which has been paid as of the date of termination shall be deemed to have been
earned and there shall be no repayment of any sums previously paid. This
Agreement may be terminated by Sterling without further liability in the event
of the death of Xx. Xxxxxx X. Xxxx.
EXECUTED as of the date and year first above written.
STERLING SOFTWARE, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
REC ENTERPRISES, INC.
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
President
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