AMENDMENT
THIS AMENDMENT, dated as of December 21, 1999 (the "Amendment") is to
the Consulting Agreement dated as of April 29, 1998 (the "Consulting Agreement")
by and between Grove Worldwide LLC, a Delaware limited liability company (the
"Company") and Xxxxxx Group, Inc., a Texas corporation (the "Consultant").
WITNESSETH
WHEREAS, the Company and the Consultant are parties to the Consulting
Agreement; and
WHEREAS, the Company and the Consultant desire to amend the Consulting
Agreement, subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Consultant
hereby agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, terms defined
in the Consulting Agreement shall have such meanings when used
herein.
2. TERM. The term of the Consulting Agreement is the period
commencing on the Effective Date and ending on December 31,
1999. The "Term" and the "Performance Term" as previously
defined are amended to reflect this new ending date.
3. ADVISORY SERVICES. The remaining Services to be provided by
the Consultant are set forth in Exhibit B, attached hereto and
incorporated by reference herein. The Plan as set forth in
Exhibit A is hereby superseded and replaced in its entirety by
Exhibit B.
4. COMPENSATION. The Monthly Fees and Expenses specified in the
Plan are modified in accordance with the revised staffing and
project focus in Exhibit B. The Company agrees to pay the
Consultant's actual expenses from the date of the Amendment
through the remainder of the Term. All other payment terms
(E.G., Adjustment, Consultant Xxxx) remain in effect and
unchanged.
The last sentence of the first paragraph of Section 4.1 is
deleted and replaced in its entirety with the following:
The actual out-of-pocket expenses of the Consultant
("Actual Expenses" as reported in the Monthly Expense
Reconciliation Report ("Monthly
Report") submitted to the Company) will be calculated
at the end of the Term of this Agreement and fifty
percent (50%) of the excess, if any, of (a) the total
"Invoiced Expenses" (as reported in the Monthly
Report) over (b) such Actual Expenses of the
Consultant to such date shall be reimbursed by
Consultant to the Company promptly following the
determination thereof.
5. PUBLICITY. In addition to the provisions of Section 6.3 of the
Consulting Agreement, neither the Consultant nor the Company
shall make any public statement concerning this Amendment
without the prior express written consent of the other party.
The Company and the Consultant shall agree upon the text of a
joint statement announcing the changed business relationship
under this Amendment.
6. SOLICITATION. Notwithstanding the provisions of Section 7.2 of
the Consulting Agreement, the Consultant grants permission to
the Company to speak to and negotiate with the employees of
the Consultant listed in Exhibit B for potential employment
with the Company.
7. TERMINATION. For purposes of adjustments to Class B Percentage
Interests of the Consultant under Section 4.5 of the LLC
Agreement, this Amendment shall constitute termination of the
Consulting Agreement.
8. POST-TERMINATION OBLIGATIONS. The second sentence of Section
8.3 (a) is deleted in its entirely and replaced by the
following:
The Actual Expenses of Consultant will be calculated
at the effective date of the termination of this
Agreement and fifty percent (50%) of the excess of
(a) the Invoiced Expenses funded through such date
(as set forth in the Plan and the Monthly Report)
over (b) such Actual Expenses of Consultant to such
date shall be reimbursed by Consultant to the Company
promptly following the determination thereof.
9. AMENDMENTS. As a written instrument duly executed by both
parties, this Amendment satisfies the requirements of Section
11 of the Consulting Agreement to effectuate the amended
provisions contained herein.
10. CONTINUING EFFECT OF CONSULTING AGREEMENT. This Amendment
shall not constitute a waiver, amendment, or modification of
any other provision of the Consulting Agreement not expressly
referred to herein. Except as expressly amended or modified
herein, the provisions of the Consulting Agreement are and
shall remain in full force and effect.
11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of
which together constitute one and the same instrument.
12. EFFECTIVENESS. This Amendment shall be effective upon receipt
by the Company and the Consultant of counterparts hereof, duly
executed and delivered by the parties.
IN WITNESS WHEREOF, each party hereto has caused this Amendment to be
duly executed by its duly authorized representative as of the day and year first
above written.
ADDRESS: GROVE WORLDWIDE LLC
0000 Xxxxxxxx Xxxxx Xxxx
P. O. Xxx 00
Xxxxx Xxxxx, XX 00000 By:
Attention: Xxxxxx X. Bust -----------------------
Xxxxxx X. Bust
Title: Chairman & CEO
ADDRESS: XXXXXX GROUP, INC.
One Galleria Tower
00000 Xxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000 By:
Attention: Xxxxx Xxxxxx -----------------------
Les Park Xxxxxxx Xxxxxx
Title: CEO
EXHIBIT B
Revised Staffing and Project Focus
Original New Original New Cost
Date Staffing Plan Staffing Plan Cost to Grove to Grove
---- ------------- ------------- ------------- ----------
Oct. 99 19 19 $ 297,000 $ 297,000
Nov. 99 19 16 $ 297,000 $ 247,000
Dec. 99 16 13 $ 297,000 $ 217,000
*
*
------------- ----------
TOTAL $ 3,751,000 $ 761,000
TOTAL GROVE SAVINGS $2,990,000
Note: Grove would like to speak to the following individuals about potential
employment with Grove:
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GGI Personnel Project
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1. Xxxxxxx, Xxxxx Manlift Product Development Team
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2. Xxxxxx, Xxxxxxxxx Manlift Product Development Team
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3. Xxxxxx, Xxxx Manlift Product Program Leader
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4. Xxxxxxx, Xxxxx Strategic Procurement Outsourcing
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5. XxXxxxxx, Xxxx Xxxxx Operations
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6. Xxxxxxxxx, Xxx Xxxxx Operations
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