EXHIBIT 10(b)
CONSULTING AGREEMENT
BY AND BETWEEN
PREMIER PARKS INC.
AND
CHARLES R. WOOD
THIS AGREEMENT, dated as of the 3rd day of December, 1996, between Premier
Parks Inc., a Delaware corporation, having a place of business at 122 E. 42nd.
Street, 49th Floor, New York, New York 10168 (hereinafter, the "Company") and
Charles R. Wood, maintaining an office for the conduct of business c/o the
Charles R. Wood Foundation, 499 Glen Street, Glens Falls, New York, 12801
(hereinafter the "Consultant").
W I T N E S S E T H:
WHEREAS, a wholly-owned subsidiary of the Company has acquired on the date
hereof substantially all of the assets of the Great Escape (as such term is
defined in the Asset Purchase Agreement, dated August 23, 1996 in which the
Company and Consultant are parties (the "APA");
WHEREAS, the Company wishes to preserve the business and good will of
Great Escape and its relationships with customers and suppliers; and
WHEREAS, the Company desires to retain the services of Consultant to
provide the Company with consulting services during the term of this Agreement;
and
WHEREAS, the Consultant will be rendering valuable services to the Company
and it is the desire of the Company to have the benefit of his experience,
service and counsel; and
WHEREAS, the Company desires to assure itself of the services of the
Consultant for the period, and on the terms and conditions, hereinafter set
forth.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. CONSULTING. The Company hereby engages the Consultant, and the
Consultant hereby agrees to provide consulting services to the Company, upon the
terms and conditions hereinafter set forth. The Consultant shall at all times
act hereunder as an independent contractor and nothing herein shall be deemed to
create or imply an employment or agency relationship between the Consultant and
the Company.
2. DUTIES; EXTENT OF SERVICES. The Consultant agrees, upon request, to
provide consulting services to the Company regarding the operation and
management of the Great Escape, development and management of theme parks and
other related activities, as well as other consulting services incidentally
related thereto (the "Consulting Services"). The Consultant shall devote such
time, attention and energy as is necessary to fulfill his duties and
responsibilities hereunder; provided, however, that in no event shall the
Consultant be required to provide Consulting Services more frequently than eight
hours per month over not more than two consecutive business days
(non-cumulative) and such Consulting Services shall be provided at such times
and places as are mutually acceptable to the Company and the Consultant.
3. FEES.
(a) For the Consulting Services rendered hereunder, the Consultant
shall receive from the Company a consulting fee (the "Consulting
Fee") of $1,250,000.00.
(b) The Consulting Fee shall be paid as follows: Payments of
$250,000 per year shall be made to Consultant, in equal monthly
payments beginning January 1, 1997 and ending December 31, 2001
(the period from January 1, 1997 to December 31, 2001 hereinafter
called the "Term").
(c) The Company shall additionally reimburse the Consultant for all
ordinary and necessary out-of-pocket business expenses incurred
in connection with the discharge of his duties and
responsibilities hereunder, provided that such expenses have been
approved in advance in accordance with the stated policy of the
Company.
(d) If the Consultant shall become disabled during the Term so that
he is unable to discharge his duties hereunder or shall die prior
to the Term Expiration Date, the Company shall continue to make
the Consulting Fee payments due hereunder or the dates specified
herein, irrespective of the Consultant's ability to fulfill his
duties hereunder. Such payment shall be made to the Consultant,
if disabled, or to the estate or personal representative of the
Consultant if deceased, as a disability or death benefit
hereunder.
(e) Consultant shall be responsible for all federal, state and local
taxes on the Consulting Fee. The Company will timely provide to
Consultant Form 1099 (or any successor form) for purposes of his
preparation of such taxes.
5. REMEDIES. The Company cannot terminate its obligations hereunder,
including an attempted termination by terminating the Consulting Services of the
Consultant hereunder. The Company cannot terminate the payment of the
Consulting Fee even in the event that Consultant does not provide the Consulting
Services as provided for herein. Nothing herein shall enable the Company to
terminate the Consulting Fee payments if the Consultant becomes deceased or
disabled.
6. RIGHTS AND OBLIGATIONS. The rights and obligations of the Company
under this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the parties hereto; provided, that nothing shall
operate to release the Company from its obligations hereunder.
7. AGREEMENT NOT TO DISCLOSE.
(a) Consultant will not from and after the date hereof, use, disclose
or make available to any person or entity (unless compelled to so
disclose or made available by judicial or administrative process
or by other requirements of law) any information known by
Consultant on the date hereof or acquired by him during the Term
concerning the Great Escape, the Company or any subsidiary there
of or their respective businesses, operations, customers,
suppliers or prospective customers and suppliers (the
"Confidential Information"), except to the extent that such
Confidential Information can be shown by Consultant to have been
in the public domain through no fault of Consultant. The
Confidential Information includes, without limitation, the
business practices, financial or attendance information, budgets,
information concerning capital expenditures, advertising, rides
and attractions, names, leads and account information regarding
group sales, suppliers and prospective suppliers' names leads
and account
information, employee names, compensation and benefit information,
and agreements and forms of agreements of the Great Escape, the
Company or any subsidiary.
(b) Consultant understands and acknowledges that the Company may not
have adequate remedies at law for the breach or threatened breach
of the covenants in Section 7 and agrees that the Company may, in
addition to any other remedies which may be available under
applicable law, in the case of any such breach or threatened
breach, file a suit in equity without the necessity or obligation
of posting bond to enjoin Consultant from such breach or
threatened breach and agrees that the court having jurisdiction
over such proceedings may enter an order enjoining Consultant
from such breach or threatened breach. Consultant specifically
affirms the appropriateness of injunctive or other equitable
relief in any such action.
8. CONSTRUCTION/NOTICE, ETC.
(a) This Agreement contains the entire agreement of the parties with
respect to the Consultant's provision of Consulting Services to
the Company. As such, the same may not be changed orally, but
only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or
discharge is sought. With respect to the subject matter hereof,
neither party has relied on any representations, either express
or implied, other than as provided in this Agreement.
(b) The Agreement shall be construed and enforced in accordance with
the laws of the State of New York and the parties hereby
acknowledge that any action or proceeding relating to this
Agreement or this relationship created hereby shall be venued in
the State of New York.
(c) The Consultant may assign any or all of his rights and interests
to receive consideration pursuant to section 4 hereof to such
entity as he in his sole, absolute and complete discretion may
designate and such assignee shall have all rights granted to the
Consultant hereunder, including, without limitation, all rights
granted to the Consultant pursuant to this section and the right
to further assign the receipt of such consideration, including an
assignment to the Consultant. Notwithstanding the foregoing,
Consultant may not assign his obligations hereunder.
9. HEADINGS. The section and subsection headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 3rd day of December, 1996.
PREMIER PARKS INC.
By: /s/ Kieran E. Burke /s/ Charles R. Wood
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Its: CHAIRMAN & CEO CHARLES R. WOOD