EXHIBIT 10.5
THIS AGREEMENT is made the 3rd day of June One thousand nine hundred and ninety
nine BETWEEN Moto Guzzi SpA of Mandello del Lario (Lecco), Italy (hereafter
called "the Company") of the one part and Como Consultants Limited of 44
Esplanade, St. Helier, Jersey (hereafter called "Como") of the other part.
WHEREBY IT IS AGREED as follows:
1. The Company hereby engages Como to provide the services of its Consultant
Mario Tozzi-Condivi (hereinafter called "the Consultant") to serve the
Company as President of the Company and a member of the Board of Directors
with effect from the first day of January, One thousand nine hundred and
ninety nine for a period of three years.
2. During the continuance of this agreement Como undertakes that the
Consultant shall devote such time and attention to the business of the
Company as the Company may require PROVIDED that the Consultant shall not
be obliged to spend more than one hundred and twenty days in each calendar
year ending 31st December (reduced pro-rata in respect of any incomplete
calendar year during which the Consultant is employed hereunder) or such
number of days as the parties may from time to time agree and PROVIDED that
the Consultant shall not be required to attend at the Company's premises in
Italy on more than six occasions in each calendar year and on each occasion
for no longer than fifteen days.
3. Subject to the foregoing Como agrees that the Consultant shall advise and
assist the Company as required in all branches of its business more
particularly set out by the Company in writing from time to time.
4. Como will use its best endeavours to promote the interests of the Company
and shall at all times promptly give the Company (in writing if so
requested) all such information and explanations as may be required in
connection with matters relating to this agreement.
5. As remuneration for the services to be rendered by the Consultant hereunder
the Company shall pay to Como:
(a) a fee at the rate of eight thousand five hundred US Dollars
($8,500.00) per calendar month payable monthly in arrears on the last
day of every calendar month commencing on the thirty first day of
January, One thousand nine hundred and ninety nine and ending on the
thirty first day of March, One thousand nine hundred and ninety nine.
(b) a fee at the rate of five thousand seven hundred and fifty US Dollars
($5,750) per calendar month payable monthly in arrears on the last day
of every calendar month commencing on the last day of April, One
thousand nine hundred and ninety nine and ending on the thirty first
day of December, Two thousand and one.
(c) such additional sums (if any) as shall from time to time be agreed
between Como and the Company having regard to the services rendered by
the Consultant.
6. The Company shall provide the Consultant with accommodation for the period
of each of his visits to Italy in connection with the Company's business
and such accommodation shall include the use of a telephone at the
Company's expense. In addition, the Company will reimburse Como
for all expenses incurred by the Consultant in connection with the
Company's business which shall include the cost of travel expenses to and
from the Isle of Man.
7. Como shall not (except in the proper performance of its duties hereunder)
during or after the termination of this engagement disclose to any person
whatsoever any information relating to the Company or its business or trade
secrets of which it has or shall hereafter become possessed.
8. This agreement shall be terminated without notice and without any payment
in lieu of notice if the Consultant shall be guilty of any serious
misconduct or any serious breach or non-observance of any of the conditions
of this agreement or shall neglect or fail or refuse to carry out the
duties assigned to him hereunder; otherwise the agreement may be terminated
by one party giving to the other three months notice in writing to their
normal place of business.
9. Como or a representative thereof shall upon the termination of this
engagement immediately deliver up to the Company all correspondence,
documents, specifications, papers and property belonging to the Company
which may be in its possession or under its control.
10. This agreement shall be governed by and interpreted in accordance with the
law of Jersey and the parties hereto submit to the non-exclusive
jurisdiction of the Courts of Jersey in connection herewith.
IN WITNESS HEREOF this agreement has been duly executed by the parties hereto
the day and year first before written in the presence of the undersigned
witnesses.
SIGNED ON BEHALF OF )
Moto Guzzi SpA )
in the presence of: )
THE COMMON SEAL OF )
Como Consultants Ltd was )
hereunto affixed in the presence of: )