EXHIBIT 10.21
CONSULTING AGREEMENT
This Agreement (this "Agreement"), effective as of February 20, 2002,
by and between XXXXXX X. XXXXXX ("Consultant") and CENTRAL FREIGHT LINES, INC.,
a Nevada corporation (the "Company").
WHEREAS, Consultant was previously an employee of the Company and is no
longer an employee of the Company; and
WHEREAS, the Company now desires to secure the services of Consultant,
and Consultant desires to make such services reasonably available to the
Company.
NOW THEREFORE, the parties hereto, intending to be legally bound and in
consideration of the mutual promises and obligations set forth below, the
receipt and sufficiency of such consideration being acknowledged, agree as
follows:
1. Consulting Services.
A. This Agreement shall commence on the date first above written
and will terminate on February 20, 2012, unless terminated earlier pursuant to
Section 3 of this Agreement; provided, however, this Agreement is contingent
upon the status of Consultant as an independent contractor to the Company and
not an employee of the Company when this Agreement is executed.
B. Consultant agrees to render services to the Company for the
term of this Agreement. Consultant shall report directly to the Executive Vice
President of the Company and shall provide the services in accordance with the
instructions of the Executive Vice President, and with such reasonable
instructions given to him by any other officer of the Company.
C. As compensation for the services, Consultant shall receive (i)
a grant of a non-qualified option to purchase 25,000 shares of the Company's
Class A Common Stock, par value $0.001 per share ("Class A Common Stock"), with
an exercise price of $6.50 per share, which is immediately exercisable, and (ii)
a grant of a non-qualified option to purchase 39,926 shares of the Class A
Common Stock with an exercise price of $2.15 per share, which shall vest and may
be exercised by Consultant as follows: 20% on January 14, 2003, and 20% each on
the second, third, fourth, and fifth anniversary of January 14, 2003. Any option
that is not exercisable on the termination of this Agreement shall terminate
immediately upon the termination of this Agreement. All exercisable options, to
the extent not already exercised, shall terminate upon the first to occur of (i)
three (3) months following the date of termination of this Agreement, or (ii)
February 20, 2012.
D. The Company shall reimburse Consultant for reasonable long
distance travel expenses (transportation, lodging, and meals) and telephone
expenses Consultant is required to
incur in providing the services, provided such expenses are approved in advance
by the Company.
2. No Conflict with Obligation to Third Parties. Consultant represents
that performance of all the terms of this Agreement will not breach any
agreement to keep in confidence proprietary information acquired by Consultant
in confidence prior to the execution of this Agreement. Consultant has not
entered into, and Consultant agrees not to enter into, any agreement (either
written or oral) that conflicts or might conflict with Consultant's obligations
under this Agreement.
3. Terminable at-Will. Consultant agrees that this Agreement may be
terminated by either the Company or Consultant at any time, for any reason, with
or without cause, by giving written notice to the other party; termination to be
effective upon the other party's receipt of such notice.
4. Independent Contractor; Taxes. Consultant is an independent contractor
and is solely responsible for all taxes, withholdings, and other similar
statutory obligations, including, but not limited to, Workers' Compensation
Insurance; and Consultant agrees to defend, indemnify, and hold Company harmless
from any and all claims made by any entity on account of an alleged failure by
Consultant to satisfy any such tax or withholding obligations.
5. No Agency. Consultant has no authority to act on behalf of or to enter
into any contract, incur any liability, or make any representation on behalf of
the Company.
6. Compliance with Law. Consultant's performance under this Agreement
shall be conducted with due diligence and in full compliance with the highest
professional standards of practice in the industry. Consultant shall comply with
all applicable laws and Company safety rules in the course of performing the
services.
7. Indemnification. Consultant will indemnify and hold Company harmless,
and will defend Company against any and all loss, liability, damage, claims,
demands, or suits and related costs and expenses to persons or property that
arise, directly or indirectly, from acts or omissions of Consultant, or breach
of any term or condition of this Agreement.
8. Choice of Law; Severability. This Agreement shall be construed in
accordance with the laws of the State of Texas without regard to the conflict of
laws provisions thereof. If any provision of this Agreement is held to be
illegal or unenforceable, such provision shall be limited or excluded from this
Agreement to the minimum extent required so that this Agreement shall otherwise
remain in full force and effect and enforceable in accordance with its terms.
9. Successors and Assigns; Assignment. This Agreement shall be binding
upon Consultant, and inure to the benefit of, the parties hereto and their
respective heirs, successors, assigns, and personal representatives; provided,
however, that it shall not be assignable by Consultant.
10. Entire Agreement. This Agreement contains the entire understanding of
the parties regarding its subject matter and can only be modified by a
subsequent written agreement executed by the parties.
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11. Notices. All notices required under this Agreement shall be addressed
to the address set forth below (or to such other address as may be provided by
written notice given in accordance with this Section 11) and provided by (i)
registered mail, return receipt requested; or (ii) facsimile, with a
confirmation copy; or (iii) Federal Express or an equivalent courier service
with tracking capabilities; or (iv) hand delivery.
12. Attorney Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to all attorneys' fees, courts costs and necessary disbursements, in
addition to any other relief to which the party may be entitled.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
as of the day and year first above written.
CENTRAL FREIGHT LINES, INC. CONSULTANT
By: /s/ Xxx Xxxxx /s/ Xxxxxx Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxx
Executive Vice President
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