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EXHIBIT 10.23
NON-COMPETITION AND CONSULTING AGREEMENT
This Non-Competition and Consulting Agreement ("Agreement") dated as of
January 15, 1997, is entered into by and between Angeles Metal Trim Co., Inc.. a
California Corporation ("Angeles") and D. Kingston Cable ("Cable") pursuant to a
Stock Purchase Agreement dated as of January 15, 1997, for the purchase of all
of the outstanding stock of Angeles.
Whereas, Angeles Acquisition Co., a Delaware Corporation is purchasing all
of the issued and outstanding stock of Angeles Metal Trim Co., a California
Corporation; and Whereas, Cable prior to the acquisition to such stock was the
principal officer and stockholder of Angeles and was active in its operations
for many years; and Whereas, Angeles wishes to secure the advice and
consultation of Cable and preclude Cable from competing with Angeles;
Now Therefore, the parties hereto agree as follows:
1. AGREEMENT NOT TO COMPETE TERM: Cable agrees for a period of one (1) year
from the date hereof not to compete directly or indirectly with the existing
business of Angeles on his on behalf or as a partner, officer, director,
employee, consultant or member of the board of directors or trustees of any
person, firm, corporation, association, or other entity within the continental
United States.
2. CONSIDERATION: In consideration for the foregoing agreement not to
compete, Angeles agrees to pay to Cable on the fifteenth (15th) day at the end
of each quarter for a period of twelve (12) months commencing April 15, 1997,
the sum of $31,250.00 for a total consideration of $125,000.00. In the event
that Angeles shall fail to pay said amount or any portion of same when due: (1)
Cable shall be free to compete with Angeles without regard to this Agreement;
(2) Cable may accelerate the entire amount due on this Non-Competition and
Consulting Agreement; and (3) any payment not paid when due shall bear interest
at the rate of 10% per annum until paid.
3. CONSULTING: Cable agrees to provide consultation with Angeles as to the
business of Angeles for a period of one (1) year from date. Such consultation
shall be at the offices of Angeles in Los Angeles, California from time to time
at reasonable hours and intervals acceptable to Cable.
4. CONSIDERATION FOR CONSULTING: Cable shall be paid the sum of $75,000.00
for such consulting at the rate of $6,250.00 per month in advance during each
month of said one (1) year period.
5. BUSINESS EXPENSES: Angeles agrees to promptly pay Cable on the 1st day
of each month commencing February 1, 1997, an allowance of Five Hundred Dollars
($500.00) to reimburse Cable for business expenses (which may in actuality
exceed or be less then said
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amount) incurred by Cable in connection with such consulting. Further, Angeles
agrees to reimburse Cable for medical insurance premiums monthly in the amount
of $444.41 for said one(1) year period. Angeles shall provide the Cables'
existing office exclusively to Cable during said one (1) year period, including
all necessary telephone, facsimile and other utilities, and secretarial services
as may be reasonably necessary all without cost or expense to Cable.
6. OBLIGATIONS OF ANGELES CONTINUING: The obligations of Angeles with
respect to payments due to Cable under the Non-Competition and Consulting shall
not be subject to termination and shall continue notwithstanding the incapacity,
illness, or death of Cable prior to the end of the term of this Non-Competition
and Consulting Agreement.
7. DISPUTES: In the event that any disputes arise with respect to this
Agreement, the parties hereto agree to arbitrate the same in the offices of the
American Arbitration Association at Los Angeles, California utilizing its
commercial arbitration rules with an arbitrator selected by parties or in the
event that they are unable to do so by the American Arbitration Association. Any
arbitration award shall be binding and enforceable in the Superior Court of the
State of California, County of Los Angeles. The prevailing party in such
arbitration as determined by the arbitrator shall be entitled to reasonable
attorneys fees and costs of such arbitration, costs of suit to enforce such
arbitration award and all costs of collection of such arbitration award.
8. NOTICES: All notices or other communications required or permitted to be
given pursuant to this Agreement shall be in writing and shall be delivered
personally or sent by overnight courier, by telecopy with confirmation by
first-class mail, or by certified mail, return receipt requested. Notices
delivered personally or sent by overnight courier or by telecopy with
confirmation by first-class mail shall be effective on the date first received,
while notices sent via certified mail, return receipt requested, shall be deemed
to have been received and to be effective three(3) business days after deposit
into the mail. Notwithstanding the foregoing, receipt of the Purchase Price
shall only be effective upon actual receipt in the form required under Section
2.2 of this Agreement. Notices shall be given to the parties at the following
respective addresses or to such other addresses as any party shall designate in
writing.
if to Angeles: With a Copy to:
Angeles Metal Trim Co., Inc. Xxxxxx X. Xxxxxxxxx, Esq.
0000 Xxxx Xxxxxx Xxxxxx XXXXXXXXX, XXXXXX & XXXXXX
Xxx Xxxxxxx, XX 00000 000 Xxxxxxxx Xxxxxx, Xxx 000
Xxxxxxxxx, X.X. 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
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If to Cable: With a Copy to:
D.K. Cable Xxx X. Xxxxxx, Esq.
0000 Xxxxx Xxxxx XXXXXXXXXX, XXXX, XXXXXX &
Xxxxxxxx, XX 00000 XXXXXX
000 Xxxx Xxxxx Xx., 00xx Xxx,
Fax: Xxx Xxxxxxx, XX 00000
------------------- Fax: (0000 000-0000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of January 15, 1997.
Dated:
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ANGELES METAL TRIM CO., INC.,
a California Corporation
Dated:
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D.K. CABLE
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