EXHIBIT 10.4
CONSULTING AGREEMENT
AMENDED AGREEMENT made this 22nd day of December, 1999, by and between
EDK Associates, LLC, a consulting firm domiciled in the State of New Jersey
hereinafter referred to as the "Consultant", and The SL Group, Inc. whose
principal place of business is located at in East Setauket, New York hereinafter
referred to as "Company."
WHEREAS, the Company desires to engage the services of the Consultant
to perform consulting services for the Company regarding as an independent
contractor and not as an employee; and
WHEREAS, Consultant desires to consult with the Board of Directors, the
officers of the Company, and the administrative staff, and to undertake for the
Company consultation as to the direction of certain functions in said management
of;
NOW, THEREFORE, it is agreed as follows:
1. Term. The respective duties and obligations of the contracting parties
shall be for a period of five years commencing on July 15, 1999, and
may be terminated by either party after three years by giving ninety
(90) days' written notice to the other party at the addresses stated
above or at an address chosen subsequent to the execution of this
agreement and duly communicated to the party giving notice. This
Agreement shall automatically renew each year thereafter, unless either
party gives sixty (60) days written notice to the other party of his
intent not to renew for an additional period.
2. Consultations. Consultant shall be available to consult with the Board
of Directors, the officers of the Company, and the heads of the
administrative staff, at reasonable times, concerning matters
pertaining to the organization of the administrative staff, the fiscal
policies of the Company, the relationship of the Company with its
employees or with any organization representing its employees, and, in
general, the important problems of concern in the business affairs of
the Company. Consultant shall not represent the Company, its Board of
Directors, its officers or any other members of the
Company in any transactions or communications nor shall Consultant
make claim to do so.
3. Liability. With regard to the services to be performed by the
Consultant pursuant to the terms of this agreement, the Consultant
shall not be liable to the Company, or to anyone who may claim any
right due to any relationship with the Corporation, for any acts or
omissions in the performance of services on the part of the Consultant
or on the part of the agents or employees of the Consultant, except
when said acts or omissions of the Consultant are due to willful
misconduct or gross negligence. The Company shall hold the Consultant
free and harmless from any obligations, costs, claims, judgments,
attorneys' fees, and attachments arising from or growing out of the
services rendered to the Company pursuant to the terms of this
agreement or in any way connected with the rendering of services,
except when the same shall arise due to the willful misconduct or gross
negligence of the Consultant and the Consultant is adjudged to be
guilty of willful misconduct or gross negligence by a court of
competent jurisdiction.
4. Compensation. The Consultant shall receive compensation from the
Company for the performance of the services to rendered to the Company
pursuant to the terms of the agreement of not less than $58,000 in Year
1, $65,000 in Year 2 and $75,000 in Year 3, payable in biweekly
instalments. In addition, the Company shall reimburse the Consultant
for any reasonable out of pocket expenses incurred by the Consultant
pursuant to the terms of this agreement. Consultant shall be paid a
bonus or success fee, as determined by the Board of Directors or the
Compensation Committee thereof, for strategic acquisitions or mergers
in which Consultant participates.
5. Arbitration. Any controversy or claim arising out of or relating to
this contract, or the breach thereof, shall be settled by arbitration
in accordance of the rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) shall be entered
in any court having jurisdiction thereof. For that purpose, the parties
hereto consent to the jurisdiction and venue of an appropriate court
located in Suffolk County, State of New York. In the event that
litigation results from or arises out of this Agreement or the
performance thereof, the parties agree to reimburse the prevailing
party's reasonable attorney's fees, court costs, and all other
expenses, whether or not taxable by the court as costs, in addition to
any other relief to which the prevailing party may be entitled. In such
event, no
action shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date the
cause(s) of action actually accrued regardless of whether damages were
otherwise as of said time calculable.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the 22nd day of December, 1999.
"Company"
THE SL GROUP, INC.
By: /s/Edward Heil
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Edward A. Heil, President
"Consultant"
EDK ASSOCIATES, LLC
By: /s/Bridget Owens
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Bridget Owens