P & F INDUSTRIES, INC.
EXHIBIT 10.3
CONSULTING AGREEMENT
AGREEMENT, effective as of November 1, 2000, between P & F INDUSTRIES,
INC., a Delaware corporation (the "Company") having its principal place of
business at 000 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and XXXXXX XXXXXXXX,
residing at 00000 Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000 (the "Consultant").
W I T N E S S E T H
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WHEREAS, the Company recognizes the value of the experience, training and
background of the Consultant;
WHEREAS, the Company wishes to utilize the Consultant's expertise and
background regarding the Company; and
WHEREAS, the Company and the Consultant wish to replace the Consulting
Agreement, dated as of November 1, 1998, between the parties hereto, with this
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, it is agreed by and between the parties hereto as
follows:
1. Term of Service
The term of the Consultant's service pursuant to this Agreement will
commence on the effective date hereof and will terminate on October 31, 2003
(the "Consulting Term").
2. Consulting Arrangements
2.1. The Consultant's services hereunder shall be rendered at such place
or places and times, on such subjects and in such manner as shall be
satisfactory to him. The Company shall pay the Consultant during the Consulting
Term a consulting fee, on a monthly basis in advance, at the rate of $75,000 per
annum.
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2.2. During the Consulting Term, the Consultant shall be entitled to all
benefits and service credit for benefits under medical insurance, life insurance
and other employee benefit plans, programs and arrangements of the Company as if
he were still employed during such period under this Agreement, to the extent
that such benefits and service credit are available to consultants to the
Company generally under the terms thereof.
3. Events of Termination
In the event of the Consultant's death, this Agreement will terminate and
the Consultant shall receive his full consulting fee through the date of death.
4. Protection of Information
4.1. In view of the fact that the Consultant's work with the Company will
bring him into close contact with many confidential affairs of the Company,
including matters of a business nature such as information about costs, profits,
markets, sales, plans for future development and other information not readily
available to the public, the Consultant will:
4.1.1. keep secret all confidential information relating to the
Company and not disclose such information to anyone outside of the Company
either during or after his service with the Company, except with the Company's
prior written consent; and
4.1.2. deliver promptly to the Company on termination of his
services hereunder, or at any time the Company may so request, all memoranda,
notes, records, lists, reports and other documents (and all copies thereof)
relating to the business of the Company, which he may then possess or have under
his control.
5. Miscellaneous
5.1. If any provision contained in this Agreement is hereafter construed
to be invalid or unenforceable, such event will not affect the remainder of this
Agreement, which will be given full effect, without regard to the invalid
portions.
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5.2. If any covenant contained in Article 4, or any part thereof, is held
to be unenforceable because of the duration or scope of such provision or the
area covered thereby, the parties agree that the court making such determination
will have the power to reduce the duration, scope and/or area of such provision
and, in its reduced form, such provision will then be enforceable.
5.3. This Agreement has been negotiated and executed in the State of New
York, and will be construed and enforced in accordance with the laws of the
State of New York applicable to agreements made and to be performed entirely in
New York.
5.4. All notices, requests, consents and other communications required or
permitted to be given hereunder will be in writing and shall be deemed to have
been duly given if delivered personally or sent by prepaid telegram, or mailed
first class, postage prepaid, by registered or certified mail (if possible),
addressed to either party at the address set forth in the preamble to this
Agreement (or to such other address as either party shall designate by notice in
writing to the other in accordance herewith).
5.5. The article headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
5.6. This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter hereof, and supersedes and will
supersede all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof between the Consultant and the
Company.
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5.6.1. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended and the terms or covenants hereof may be waived
only by a written instrument executed by each of the parties hereto, or in the
case of a waiver, by the party waiving compliance. The failure of either party
at any time or times to require performance of any provision hereof will in no
manner affect the right at a later time to enforce the same. No waiver by either
party of the breach of any term or covenant contained in this Agreement, whether
by conduct or otherwise, in any one or more instances, will be deemed to be, or
construed as, a further or continuing waiver of any such breach, or a waiver of
the breach of any other term or covenant contained in this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement this
12th day of October effective as of the date first above written.
P & F INDUSTRIES, INC.
By:
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Name: Xxxxxxx Xxxxxxxx
Title: President
By:
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Name: Xxxxxx Xxxxxxxx
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