Exhibit 10.1.5
CONSULTING AGREEMENT
THIS AGREEMENT made and entered into this 22nd day of December, 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 retired from the office of President of the Company on March 31, 1997; and
WHEREAS, since March 31, 1997, Xxxxxxxxxx has served the Company as a
consultant and 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. ENGAGEMENT AS CONSULTANT. Company hereby engages Xxxxxxxxxx as a
consultant for a term beginning January 1, 1998, and terminating on December 31,
1998, and Xxxxxxxxxx hereby accepts such engagement.
2. 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 five
(5) days of his time per month to the business of the Company.
3. 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 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 sixty (60) 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.
4. 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.
5. 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 ($75.00) each for himself and his spouse
per month.
6. RESTRICTIVE COVENANTS. Xxxxxxxxxx agrees to continue to be bound by the
provisions of Sections 8, 9 and 10 of his Employment Contract dated October 1,
1991, as though they were a part of this Consulting Agreement, and the
provisions thereof are incorporated herein by this reference.
7. TAXES. The Company shall withhold income and FICA taxes from
Xxxxxxxxxx'x compensation, and report same to the Internal Revenue Service on
Form 941.
8. MISCELLANEOUS. The following miscellaneous provisions shall apply to
this Agreement:
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EXHIBIT 10.1.5
A. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding between the parties with respect to the
subject matter hereof, and supercedes all prior agreements and
understandings, 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.
E. HEADINGS. 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.
IN WITNESS WHEREOF, the parties hereto have set their hands the date first
above written.
BALLANTYNE OF OMAHA, INC.
By: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
PRESIDENT
/s/ XXXXXX X. XXXXXXXXXX
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Xxxxxx X. Xxxxxxxxxx
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