EXHIBIT 10.13
AMENDED AND RESTATED
CONSULTING AND SERVICES AGREEMENT
AGREEMENT dated as of July 15, 1993, between ROBERTSON-CECO CORPORATION,
a Delaware corporation (the "Company"), and SAGE CAPITAL CORPORATION, a
Wyoming corporation ("Sage").
WHEREAS, Sage and the Company entered into a certain Consulting and
Services Agreement dated September 15, 1992;
WHEREAS, Sage is engaged in the business, among other things, of
providing consulting and financial services from time to time to various
companies experiencing financial difficulties;
WHEREAS, the Company believes it is in the best interests of the Company
to continue to utilize the consulting and financial services provided by Sage
as provided in this Amended and Restated Consulting and Services Agreement;
and
WHEREAS, Sage is willing to provide consulting and financial services to
the Company on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Services to be Performed. Sage will, during the term of this
Agreement, provide such consulting and financial services to the Company as
are requested from time to time by the Company, including but not limited to
the following: assistance in the Company's development and execution of its
business strategies; assistance in the Company's analysis of certain of its
business operations; assistance in the Company's analysis of its liquidity
position and needs and methods of meeting those needs, including assistance in
connection with the preparation of financial budgets, forecasts and cash flow
projections; assistance in maintaining the Company's banking and other
financial relationships and assistance in evaluating financing proposals and
negotiating and consummating a restructuring of the Company's capital
structure. In providing such services, Sage will make available substantially
the entire working time of Gregg C. Sage.
2. Term of Agreement. This agreement shall continue in full force
and effect until July 14, 1996, unless extended by written agreement of the
parties.
3. Compensation. For its services hereunder, Sage shall be paid a
fee of $200,000 per annum, which shall be paid in twelve equal installments
the last day of each month commencing with the first such installment to be
paid on July 31, 1993. In addition, Sage shall be reimbursed for all
reasonable out-of-pocket costs and expenses incurred by Sage in connection
with providing services pursuant to this Agreement. Reimbursements shall be
made against statements presented by Sage.
As additional compensation, the Company shall pay an amount to Sage
based on the achievement of the financial and organizational objectives for
the Company's fiscal year 1993 as set forth on Schedule A attached hereto.
Scoring of the objectives shall be made under the direction of the
Compensation Committee of the Board of Directors of the Company on a basis
consistent with the criteria established by the Company under its "Management
Incentive Plan and Performance Evaluation Program", provided, however, that no
additional compensation will be paid under this Paragraph unless the minimum
threshold financial objectives set forth on Schedule A shall have been met.
In addition, during the term of this Agreement, Gregg C. Sage shall be
eligible to participate in the Company's proposed Long-Term Incentive Plan, as
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amended. Any awards under such Plan shall be made in accordance with the
Company's policies for senior executive management and subject to the terms of
the Plan.
4. Confidentiality. Sage agrees to keep confidential any non-public
information provided to it in connection with its provision of services
hereunder and to use any such non-public information only for the provision of
such services, provided that Sage may disclose any such non-public information
to the extent required by law or by any governmental or regulatory agency or
body (as to which Sage shall give the Company advance notice so that the
Company may, if its elects, seek an appropriate protective order) and may
disclose any such non-public information which has become public other than
through breach of the provisions hereof. Sage acknowledges that remedies at
law would be inadequate to protect the Company against breach of this Section
4, and agrees that the Company may enforce the provisions of this Section 4
through the entry of an injunction against Sage and its employees and agents
without the posting of a bond or proof of actual damages.
5. Indemnification. The Company hereby agrees to indemnify Sage, and
its directors, officers and employees (collectively, the "Indemnified
Parties"), against and hold them harmless from all losses, claims, damages and
liabilities incurred in connection with any claim, suit or proceeding brought
or threatened by any third party against any Indemnified Party by reason of
Sage's performance of services pursuant to this Agreement, including without
limitation prompt reimbursement of reasonable fees and expenses of counsel
incurred in investigating or defending any such claim, suit or proceeding
against delivery of an undertaking to repay any such amounts if it is
subsequently determined that the recipient is not entitled to indemnification
hereunder; provided, however, that the Company shall not be required to
indemnify or hold harmless any Indemnified Party in respect of any claim, suit
or proceeding arising out of the gross negligence of any Indemnified Party.
6. Assignability. This Agreement may not be assigned by either party
hereto without the written consent of the other party.
7. Miscellaneous. This Agreement shall be governed by the internal
laws of The Commonwealth of Massachusetts. This Agreement represents the
entire understanding between the parties hereto with respect to the subject
matter contained herein, and supersedes all prior oral and written
understandings relating to the subject matter hereof. This Agreement may be
amended only in writing by a document executed by the parties thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ROBERTSON-CECO CORPORATION
/s/ Denis N. Maiorani
By:---------------------------------------
Name: Denis N. Maiorani
Title: Executive Vice-President and
Chief Financial Officer
SAGE CAPITAL CORPORATION
/s/ Gregg. C. Sage
By:---------------------------------------
Name: Gregg C. Sage
Title: Executive Consultant and
Director
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