EXHIBIT 10.1
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is entered into this 31st day
of May, 1999 (the "Effective Date"), by and between Xxxxxxxx Industries, a
Delaware corporation ("Xxxxxxxx"), and Hammond, Kennedy, Whitney & Company,
Inc., a New York corporation ("HKW").
RECITAL:
The Board of Directors believes it is in the best interest of Xxxxxxxx
to engage HKW to advise, consult and represent Xxxxxxxx and its subsidiaries on
strategic direction, merger and acquisition activities and general investment
banking matters on the terms contemplated hereby, and HKW desires to provide
such services as contemplated hereby.
NOW, THEREFORE, in consideration of the premises, the covenants
contained herein, and each act done pursuant thereto, the parties agree as
follows:
1. HKW agrees to advise Xxxxxxxx and its subsidiaries on strategic
direction and merger and acquisition activities, including identifying potential
acquisition candidates.
2. Xxxxxxxx agrees to pay HKW a fee for HKW's services equal to Twenty
Thousand Dollars ($20,000) per month during the term of this Agreement. Such fee
shall be paid to HKW by Xxxxxxxx in monthly installments on or before the
fifteenth day of each month during the term of this Agreement.
3. This Agreement shall commence as of the Effective Date and shall
continue in full force and effect until the second anniversary, and shall
thereafter be automatically renewed for successive one year periods from the
anniversary of the Effective Date unless either party hereto notifies the other
in writing of its intention to terminate the Agreement at least one hundred
twenty (120) days prior to its expiration of the then current term.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the first date set forth above.
XXXXXXXX INDUSTRIES, INC.
By: /S/ Xxxxxxx X. Xxxxx
Its: President
HAMMOND, KENNEDY, WHITNEY
& COMPANY, INC.
By: /S/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, President