BOOKE BOOOKE AND COMPANY INC. 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxx Xxxx, XX 00000
LETTER OF AGREEMENT 000-000-0000
000-000-0000 (Fax)
Date: August 1, 1997
This will confirm the agreement between Pacific Coast Apparel Company
Inc. ("Company"), and Booke and Company Inc., ("Booke"), pursuant to which Book
will furnish to the Company investor relations services, as follows:
1. Booke will perform services for the Company in all areas generally
considered to be investor relations, including but not limited to the
preparation and dissemination of financial publicity, annual and interim reports
for stockholders and the financial community, preparation and dissemination of
information concerning the Company's operations and consultation with respect to
the timing and content of financial communications. Booke will arrange meetings
with key money managers, analysts and brokers for the management of the company.
2. Information to be, released by Booke will be disseminated to general,
financial and trade media, the investment banking community, banks statistical
organizations, all as deemed necessary or appropriate by Booke and the Company.
3. All information to be disseminated through Booke will be based upon
material furnished by the Company and will be released only after receipt by
Booke of final approval from the Company. The Company recognizes that Booke may
have, either at the present time or in the future, obligations imposed upon it
by the federal securities laws to verify independently certain of the
information contained in releases being made through it. Accordingly, the
Company agrees that Booke shall have the right, as necessary, to make -such
reasonable inquiries as it shall deem necessary or appropriate of officers and
employees of the Company and its counsel and auditors with respect to
information being released by Booke. The Company recognizes that the accuracy
and completeness of all information contained in releases ultimately rests with
the Company and agrees to indemnify and hold harmless Booke from and against any
loss and expense arising out of a claim that any information released by it is
inaccurate or incomplete.
4. The Company acknowledges and understands that Booke, in order to perform
its services effectively under this agreement and to satisfy such obligations
as may be imposed upon it by federal securities laws, requires prompt receipt
of all material information with respect to the Company, its operations and its
prospects. Accordingly, you agree to furnish promptly to Booke copies of all
reports and other filings with the Securities and Exchange Commission, all
communications with stockholders and all reports received from your auditors.
Furthermore, you recognize the necessity of
promptly notifying Booke of all material developments concerning the Company,
its business and prospects and to supply Booke with sufficient information
necessary for Booke to make a determination as to its compliance with its own
procedures as well as any legal requirements.
5. The term of this agreement shall be for a period one year. As
compensation for the services to be rendered hereunder, the Company will pay to
Booke a monthly retainer of $3,000 in advance. In addition, out-of-pocket
expenses will be payable by the Company upon submission by Booke of monthly
invoices delineating such expenses. Production items such as printing, artwork
and photography will be billed directly to the company from the vendor upon
written approval by the company. If any out-of-pocket expense item billed by
Booke to the Company is not paid within 30 days after billing, the amount.
billed shall thereafter bear interest at the rate of 2 percent per month until
paid. This agreement shall continue in effect for the full period set forth in
this paragraph 5 and thereafter unless terminated by the Company or Booke upon
not less than 90 days written notice, which notice may be given only after the
expiration date.
6. It is understood that in its representation of the Company, Booke may
come into confidential information about the Company and its products. Other
than in the course of creating publicity on behalf of the Company and the normal
dissemination of corporate financial information. to the public with the
approval of the Company, Xxxxx agrees to maintain strict confidentiality both
during and after any representation of the Company other than as may be required
by State and/or Federal entities in any legally binding proceedings relating to
such entities.
7. The Company recognizes that client service officers, account executives
and other employees (such officer, executive or other employee herein called an
"Employee") of Booke are necessary for the continued servicing by Booke of its
several clients and that it would be a substantial detriment to Booke if the
Company were directly or indirectly to employ any such Employee while still
employed by Booke or after any Employee left the employment of Booke (a "former
Employee"), or any person or entity, other than Booke and its affiliates, on
whose behalf any such Employee or former Employer is then acting, in connection
with any of the kinds of services which Booke has performed, performs or is
capable of performing for the Company. Accordingly, the Company agrees that it
will not, during the term of this agreement and for a period of two years after
its termination, employ, directly or indirectly, any Employee or former
Employee, (or any person or other entity, other than Booke and its affiliates on
whose behalf any such Employee or former Employee is then acting) in any
capacity with respect to services of the kind which Booke has performed, then
performs or is capable of performing for the Company. In the event of any
violation of this agreement by the Company, in addition to injunctive relief,
Booke shall be entitled to liquidated damages which the Company and Booke agree
shall mean an amount equal to 40% of the gross compensation, fees or other
payments made by the Company to any such Employee or former Employee (or any
person or other entity, other than Booke and its affiliates, on whose behalf any
such Employee or former Employee is then acting) during the period of violation
of this agreement by the Company.
8. Booke recognizes the personal nature of the services to be performed by
it and agrees that it shall not transfer or assign to any other person, firm or
corporation its responsibilities and obligations under this agreement. In the
event that a merger, sale of assets or change of control of the Company or Booke
shall occur, this agreement shall be binding upon the successor and assigns of
such party.
Please confirm that the foregoing correctly sets forth our agreement by signing
the copy of this agreement provided for that purpose.
BOOKE AND COMPANY, INC.
By
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Xxxxxx X. Xxxxx
President
AGREED AND ACCEPTED
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Xxxxx XxXxxxxx
Chairman and Chief Executive Officer
Pacific Coast Apparel Co., Inc.
Date
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