Exhibit 10.15
CONSULTING AGREEMENT
Effective January 1, 1999, THE XXXXXXX COMPANIES, INC., a Massachusetts
corporation (the "Company") and A. XXXXXXX XXXXX (the "Consultant"), hereby
agree as follows:
1. ENGAGEMENT OF THE CONSULTANT: TERM The Company hereby retains the Consultant
for the period beginning January 1, 1999 and ending December 31, 1999 to act as
a consultant to the Company as hereinafter provided. The term of this Agreement
shall be automatically extended for additional one (1) year terms effective upon
the expiration of the original one (1) year term and each extended term unless
either the Company or the Consultant shall give written notice to the other
thirty (30) days prior to the expiration of the then current term of its desire
to terminate this Agreement as of the end of such then current term. In the
event that The XxXxxxx Companies, Inc. are acquired by an outside entity during
the term of this agreement and the Consultant is not retained by the successor
company, then the remaining term and any extension will be deemed fulfilled and
payment for same shall be due and payable.
2. SERVICES The Consultant agrees to act as a consultant to the Company with
respect to the management of the Company's business. The Consultant's duties
will include advising the Company's management with respect to strategic
planning in all areas of the Company's business including marketing,
acquisitions, operations, finance and investor relations.
3. COMPENSATION In consideration for the consulting services to be rendered by
the Consultant to the Company hereunder, the Company shall pay to the Consultant
$8,500 per month payable on the first day of each month beginning January 1,
1999 throughout the term hereof.
4. EXPENSES The Consultant shall be entitled to reimbursement for all normal and
reasonable expenses necessarily incurred by him in the performance of his
obligations hereunder.
5. AVAILABILITY The Consultant agrees to be available during the period of this
Agreement, upon reasonable notice, for consultation and advice at the request of
the Company from time to time. Any failure of the Company to request such
services shall not terminate this Agreement or alter, change or diminish the
obligations of the Company to the Consultant hereunder.
6. CONFIDENTIALITY The Consultant acknowledges that in providing its services
hereunder the Consultant will become privy to information some of which may be
confidential and proprietary information of the Company. The Consultant agrees
that it shall hold all such confidential and proprietary information of the
Company in its possession in confidence and as proprietary to the benefit of the
Company. The Consultant shall take such steps as it deems appropriate in order
to protect the confidentiality of such information.
7. INDEPENDENT CONTRACTOR The Consultant is an independent contractor of the
Company and is not entitled to any benefits, privileges or reimbursement given
or extended by the Company to its employees.
8. ASSIGNABILITY This Agreement shall not be assignable by either party without
the prior consent of the other.
9. NOTICE Any notice hereunder shall be deemed given two (2) days after it has
been mailed by registered or certificated mail, postage prepaid, as follows:
To Consultant: Mr. A. Xxxxxxx Xxxxx
X. X. Xxxxx & Company, Inc.
0000 Xxxxxxxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, XX 00000
To the Company: Xxxxxxx X. XxXxxxx
Chairman and CEO
The XxXxxxx Companies, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Except that either party may from time to time by written notice to the other
designate another address which shall thereupon become its effective address for
the purposes of the Section.
10. AMENDMENTS All amendments to this Agreement must be set forth in writing and
signed by the parties.
11. GOVERNING LAW This Agreement shall be construed and enforced in accordance
with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed in duplicate counterparts as of the date first above written
By:
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XXXXXXX X. XXXXXXX
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A. XXXXXXX XXXXX
