1
Exhibit 10.55
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is made as of January 1, 1997 by
and between Global Equity Corporation, an investment and international
investment banking corporation formed under the laws of Ontario, Canada
("Company") and John R. Hart ("Consultant").
RECITALS
1. The Company is incorporated under the laws of the Ontario, Canada. The
Company is involved in activities as an international investment banker
and in addition searches for and investigates appropriate investment
opportunities.
2. The Company believes it is prudent and appropriate to attempt to increase
shareholder value through strategic investments, acquisitions, various
business combinations, and constructive rationalization of investments as
well as providing investment banking services.
3. The Company believes that Consultant possesses unique skills, knowledge,
and experience.
4. The Company believes that it is imperative that it and its Board of
Directors be able to rely upon the Consultant's advice and
recommendations.
5. Consultant has been a Director of the Company and President and CEO since
September 5, 1995.
6. Consultant was instrumental in reorganizing the Company's Board of
Directors, management, and corporate structure.
AGREEMENT
In consideration of the foregoing, and of their mutual promises contained
herein, the parties agree as follows:
1. Engagement and Term
The Company hereby retains Consultant to render consulting and advisory
services as requested from time to time by the Company, for a three-year
period commencing on January 1, 1997.
2. Scope of Services
The services to be provided by Consultant shall encompass but not
necessarily be limited to the following areas and activities:
A. To analyze the activities and operations of the Company and its
subsidiaries and affiliates and make recommendations to achieve
greater operating efficiencies.
2
Consulting Agreement
Page 2
B. To conduct investment banking activities on behalf of the Company
and its subsidiaries and affiliates including but not limited to
investigating opportunities for consolidation, making
recommendations for internal financial restructuring, and searching
for potential merger and acquisition candidates.
C. Analyzing the investment portfolio of the Company and its
subsidiaries and affiliates and making recommendations to achieve
higher yield and a greater overall return.
D. To fulfill the duties of the Company's President and CEO as defined
by the Company's Code of Regulations.
Consultant will devote his reasonable best efforts to completing the tasks
assigned to him by the Company. When requested, Consultant will furnish to
the Company written reports as specific tasks are accomplished or results
ascertained. In addition, Consultant will engage in discussions and
meetings with Company personnel when so requested and when appropriate and
necessary.
3. Compensation
The Company shall compensate Consultant at the annual rate of $266,672,
such annual rate to be reviewed by Company's Compensation Committee.
In addition, Consultant shall be eligible to receive an annual incentive
award based on the growth of the Company's book value per share during the
fiscal year above a threshold. The threshold above which incentives are
earned is 80% of the S&P 500 annualized total return for the five previous
years. For 1997, the threshold is 12%. If book value per share exceeds
this threshold, the incentive award shall be equal to 5% of such excess
multiplied by the number of shares outstanding at the beginning of the
fiscal year. Such award shall adjust the Director Incentive Stock Option
Plan (1993) (as amended) as outlined in the February 12, 1997 Board of
Director minutes.
4. Change of Control
A "Change of Control" shall be deemed to have occurred if a sufficient
number of shares of the Company or its parent company are acquired by a
third party or by third parties acting jointly to effect a change in the
Board of Directors and, after such number of shares are acquired, a
majority of the Board of Directors of the Company or its parent company as
constituted immediately prior to such acquisition, are replaced. In the
event of a Change of Control, the Company shall immediately pay Consultant
a lump sum of $800,016 plus an amount equal to three (3) times the highest
annual bonus paid to Consultant in the last three years.
5. Termination
If Consultant's services under this Agreement are terminated for any
reason, prior to December 31, 1999, Consultant shall be paid a lump sum
equal to $800,016 minus the amount previously paid to Consultant under
this Agreement. Any such payment under this Section 5 shall be in addition
to any payments made under Section 4.
3
Consulting Agreement
Page 3
6. Death or Disability of Consultant
In the event Consultant dies prior to December 11, 1999, a lump sum shall
be paid to the person designated by Consultant, in an amount equal to
$800,016 minus the amount previously paid to Consultant under this
Agreement. In the event the Consultant becomes permanently and totally
disabled, prior to December 11, 1999, Consultant shall be paid a lump sum
in an amount equal to $800,016 minus the amount previously paid to
Consultant under this Agreement. Any payments paid under this Section 6,
shall be in addition to any payments paid to Consultant.
7. Confidentiality
Both during the term of his engagement by the Company and thereafter,
Consultant shall not, without the prior written consent of the Company, or
as required by the order of any court or administrative agency with
jurisdiction, divulge to any third party, or use for his own benefit or
for any purpose other than the exclusive benefit of the Company, any
confidential information concerning its business and affairs obtained by
him during the term of his engagement; it being the intent hereof that
Consultant shall not so divulge or use any such information which is
unpublished or not readily available to the general public. Nothing
contained in this Section 5 shall restrict Consultant's ability to make
such disclosures during the course of his engagement as may be necessary
or appropriate to the effective and efficient discharge of his duties to
the Company under this Agreement.
8. Other Agreements
Consultant represents and warrants to the Company that there is no
agreement between him and any other person, firm or corporation concerning
the performance of services under this Agreement or which in any way might
prevent Consultant from performing his obligations under this Agreement.
Nothing shall be interpreted as precluding Consultant from seeking or
performing other employment or consultation work.
9. Assignment
This Agreement may not be assigned by either party without the prior
written consent of the other.
10. Waiver of Breach
Failure to insist upon strict compliance with any of the terms, promises
or conditions of this Agreement shall not be deemed a waiver of such
terms, promise or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power, unless specifically stated.
11. Severability
The invalidity or unenforceability of any provisions hereof shall in no
way affect the validity or enforceability of any other provision.
12. Modification
This Agreement cannot be amended, changed, modified, or discharged except
by an agreement in writing signed by both the Company and Consultant.
4
Consulting Agreement
Page 4
13. Governing Law
This Agreement and the performance of this Agreement shall be governed by
the laws of the State of California.
14. Captions
The captions at the beginning of the several sections of this Agreement
are not part of the context hereof but are only guides or labels to assist
in locating and reading such sections. They should be given no effect in
construing this Agreement.
15. Binding Effect
Except as otherwise herein expressly provided, this Agreement shall inure
to the benefit of and be binding upon the Company, its successors and
assigns, and Consultant, his heirs, executors, administrators and legal
representatives, provided that the rights and obligations of Consultant or
the Company hereunder may not be delegated or assigned except as provided
in Section 9 hereof.
16. Entire Agreement
This Agreement contains the entire agreement of the parties with respect
to the subject matter hereof, and no representations, inducements,
promises or agreements, oral or written, between the parties, not embodied
herein shall have any force or effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the date first written above.
GLOBAL EQUITY CORPORATION
- --------------------------------------
Name:
Title:
--------------------------------
CONSULTANT:
- --------------------------------------
John R. Hart
5
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is made as of January 1, 1997 by
and between Global Equity Corporation, an investment and international
investment banking corporation formed under the laws of Ontario, Canada
("Company") and Ronald Langley ("Consultant").
RECITALS
1. The Company is incorporated under the laws of Ontario, Canada. The Company
is involved in activities as an international investment banker and in
addition searches for and investigates appropriate investment
opportunities.
2. The Company believes it is prudent and appropriate to attempt to increase
shareholder value through strategic investments, acquisitions, various
business combinations, and constructive rationalization of investments as
well as providing investment banking services.
3. The Company believes that Consultant possesses unique skills, knowledge,
and experience.
4. The Company believes that it is imperative that it and its Board of
Directors be able to rely upon the Consultant's advice and
recommendations.
5. Consultant has been a Director of the Company and Chairman since September
5, 1995.
6. Consultant was instrumental in reorganizing the Company's Board of
Directors, management, and corporate structure.
AGREEMENT
In consideration of the foregoing, and of their mutual promises contained
herein, the parties agree as follows:
1. Engagement and Term
The Company hereby retains Consultant to render consulting and advisory
services as requested from time to time by the Company, for a three-year
period commencing on January 1, 1997.
2. Scope of Services
The services to be provided by Consultant shall encompass but not
necessarily be limited to the following areas and activities:
A. To analyze the activities and operations of the Company and its
subsidiaries and affiliates and make recommendations to achieve
greater operating efficiencies.
6
Consulting Agreement
Page 2
B. To conduct investment banking activities on behalf of the Company
and its subsidiaries and affiliates including but not limited to
investigating opportunities for consolidation, making
recommendations for internal financial restructuring, and searching
for potential merger and acquisition candidates.
C. Analyzing the investment portfolio of the Company and its
subsidiaries and affiliates and making recommendations to achieve
higher yield and a greater overall return.
D. To fulfill the duties of the Company's Chairman as defined by the
Company's Code of Regulations.
Consultant will devote his reasonable best efforts to completing the tasks
assigned to him by the Company. When requested, Consultant will furnish to
the Company written reports as specific tasks are accomplished or results
ascertained. In addition, Consultant will engage in discussions and
meetings with Company personnel when so requested and when appropriate and
necessary.
3. Compensation
The Company shall compensate Consultant at the annual rate of $266,672,
such annual rate to be reviewed by Company's Compensation Committee.
In addition, Consultant shall be eligible to receive an annual incentive
award based on the growth of the Company's book value per share during the
fiscal year above a threshold. The threshold above which incentives are
earned is 80% of the S&P 500 annualized total return for the five previous
years. For 1997, the threshold is 12%. If book value per share exceeds
this threshold, the incentive award shall be equal to 5% of such excess
multiplied by the number of shares outstanding at the beginning of the
fiscal year. Such award shall adjust the Director Incentive Stock Option
Plan (1993) (as amended) as outlined in the February 12, 1997 Board of
Director minutes.
4. Change of Control
A "Change of Control" shall be deemed to have occurred if a sufficient
number of shares of the Company or its parent company are acquired by a
third party or by third parties acting jointly to effect a change in the
Board of Directors and, after such number of shares are acquired, a
majority of the Board of Directors of the Company or its parent company as
constituted immediately prior to such acquisition, are replaced. In the
event of a Change of Control, the Company shall immediately pay Consultant
a lump sum of $800,016 plus an amount equal to three (3) times the highest
annual bonus paid to Consultant in the last three years.
5. Termination
If Consultant's services under this Agreement are terminated for any
reason, prior to December 31, 1999, Consultant shall be paid a lump sum
equal to $800,016 minus the amount previously paid to Consultant under
this Agreement. Any such payment under this Section 5 shall be in addition
to any payments made under Section 4.
7
Consulting Agreement
Page 3
6. Death or Disability of Consultant
In the event Consultant dies prior to December 11, 1999, a lump sum shall
be paid to the person designated by Consultant, in an amount equal to
$800,016 minus the amount previously paid to Consultant under this
Agreement. In the event the Consultant becomes permanently and totally
disabled, prior to December 11, 1999, Consultant shall be paid a lump sum
in an amount equal to $800,016 minus the amount previously paid to
Consultant under this Agreement. Any payments paid under this Section 6,
shall be in addition to any payments paid to Consultant.
7. Confidentiality
Both during the term of his engagement by the Company and thereafter,
Consultant shall not, without the prior written consent of the Company, or
as required by the order of any court or administrative agency with
jurisdiction, divulge to any third party, or use for his own benefit or
for any purpose other than the exclusive benefit of the Company, any
confidential information concerning its business and affairs obtained by
him during the term of his engagement; it being the intent hereof that
Consultant shall not so divulge or use any such information which is
unpublished or not readily available to the general public. Nothing
contained in this Section 5 shall restrict Consultant's ability to make
such disclosures during the course of his engagement as may be necessary
or appropriate to the effective and efficient discharge of his duties to
the Company under this Agreement.
8. Other Agreements
Consultant represents and warrants to the Company that there is no
agreement between him and any other person, firm or corporation concerning
the performance of services under this Agreement or which in any way might
prevent Consultant from performing his obligations under this Agreement.
Nothing shall be interpreted as precluding Consultant from seeking or
performing other employment or consultation work.
9. Assignment
This Agreement may not be assigned by either party without the prior
written consent of the other.
10. Waiver of Breach
Failure to insist upon strict compliance with any of the terms, promises
or conditions of this Agreement shall not be deemed a waiver of such
terms, promise or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power, unless specifically stated.
11. Severability
The invalidity or unenforceability of any provisions hereof shall in no
way affect the validity or enforceability of any other provision.
12. Modification
This Agreement cannot be amended, changed, modified, or discharged except
by an agreement in writing signed by both the Company and Consultant.
8
Consulting Agreement
Page 4
13. Governing Law
This Agreement and the performance of this Agreement shall be governed by
the laws of the State of California.
14. Captions
The captions at the beginning of the several sections of this Agreement
are not part of the context hereof but are only guides or labels to assist
in locating and reading such sections. They should be given no effect in
construing this Agreement.
15. Binding Effect
Except as otherwise herein expressly provided, this Agreement shall inure
to the benefit of and be binding upon the Company, its successors and
assigns, and Consultant, his heirs, executors, administrators and legal
representatives, provided that the rights and obligations of Consultant or
the Company hereunder may not be delegated or assigned except as provided
in Section 9 hereof.
16. Entire Agreement
This Agreement contains the entire agreement of the parties with respect
to the subject matter hereof, and no representations, inducements,
promises or agreements, oral or written, between the parties, not embodied
herein shall have any force or effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the date first written above.
GLOBAL EQUITY CORPORATION
- ----------------------------------
Name:
Title:
----------------------------
CONSULTANT:
- ----------------------------------
Ronald Langley
9
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is made as of January 1, 1997 by
and between PICO Holdings, Inc., an insurance and investment holding company
formed under the laws of the State of California ("Company") and Ronald Langley
("Consultant").
RECITALS
1. The Company is incorporated under the laws of the State of California. The
Company searches for and investigates appropriate investment
opportunities.
2. The Company believes it is prudent and appropriate to attempt to increase
shareholder value through strategic investments, acquisitions, various
business combinations, and constructive rationalization of investments.
3. The Company believes that Consultant possesses unique skills, knowledge,
and experience.
4. The Company believes that it is imperative that it and its Board of
Directors be able to rely upon the Consultant's advice and
recommendations.
5. Consultant has been a Director and Chairman of the Company and its
predecessor since December 10, 1993.
6. Consultant was instrumental in reorganizing the Company's Board of
Directors, management, and corporate structure.
AGREEMENT
In consideration of the foregoing, and of their mutual promises contained
herein, the parties agree as follows:
1. Engagement and Term
The Company hereby retains Consultant to render consulting and advisory
services as requested from time to time by the Company, for a three-year
period commencing on January 1, 1997.
2. Scope of Services
The services to be provided by Consultant shall encompass but not
necessarily be limited to the following areas and activities:
A. To analyze the activities and operations of the Company and its
subsidiaries and affiliates and make recommendations to achieve
greater operating efficiencies.
10
Consulting Agreement
Page 2
B. To conduct activities on behalf of the Company and its subsidiaries
and affiliates including but not limited to investigating
opportunities for consolidation, making recommendations for internal
financial restructuring, and searching for potential merger and
acquisition candidates.
C. Analyzing the investment portfolio of the Company and its
subsidiaries and affiliates and making recommendations to achieve
higher yield and a greater overall return.
D. To fulfill the duties of the Company's Chairman as defined by the
Company's Code of Regulations.
Consultant will devote his reasonable best efforts to completing the tasks
assigned to him by the Company. When requested, Consultant will furnish to
the Company written reports as specific tasks are accomplished or results
ascertained. In addition, Consultant will engage in discussions and
meetings with Company personnel when so requested and when appropriate and
necessary.
3. Compensation
The Company shall compensate Consultant at the annual rate of $533,328,
such annual rate to be reviewed by Company's Compensation Committee.
In addition, Consultant shall be eligible to receive an annual incentive
award based on the growth of the Company's book value per share during the
fiscal year above a threshold. The threshold above which incentives are
earned is 80% of the S&P 500 annualized total return for the five previous
years. For 1997, the threshold is 12%. If book value per share exceeds
this threshold, the incentive award shall be equal to 5% of such excess
multiplied by the number of shares outstanding at the beginning of the
fiscal year.
4. Change of Control
A "Change of Control" shall be deemed to have occurred if a sufficient
number of shares of the Company are acquired by a third party or by third
parties acting jointly to effect a change in the Board of Directors and,
after such number of shares are acquired, a majority of the Board of
Directors of the Company as constituted immediately prior to such
acquisition, are replaced. In the event of a Change of Control, the
Company shall immediately pay Consultant a lump sum of $1,599,984 plus an
amount equal to three (3) times the highest annual bonus paid to
Consultant in the last three years.
5. Termination
If Consultant's services under this Agreement are terminated for any
reason, prior to December 31, 1999, Consultant shall be paid a lump sum
equal to $1,599,984 minus the amount previously paid to Consultant under
this Agreement. Any such payment under this Section 5 shall be in addition
to any payments made under Section 4.
11
Consulting Agreement
Page 3
6. Death or Disability of Consultant
In the event Consultant dies prior to December 11, 1999, a lump sum shall
be paid to the person designated by Consultant, in an amount equal to
$1,599,984 minus the amount previously paid to Consultant under this
Agreement. In the event the Consultant becomes permanently and totally
disabled, prior to December 11, 1999, Consultant shall be paid a lump sum
in an amount equal to $1,599,984 minus the amount previously paid to
Consultant under this Agreement. Any payments paid under this Section 6,
shall be in addition to any payments paid to Consultant.
7. Confidentiality
Both during the term of his engagement by the Company and thereafter,
Consultant shall not, without the prior written consent of the Company, or
as required by the order of any court or administrative agency with
jurisdiction, divulge to any third party, or use for his own benefit or
for any purpose other than the exclusive benefit of the Company, any
confidential information concerning its business and affairs obtained by
him during the term of his engagement; it being the intent hereof that
Consultant shall not so divulge or use any such information which is
unpublished or not readily available to the general public. Nothing
contained in this Section 5 shall restrict Consultant's ability to make
such disclosures during the course of his engagement as may be necessary
or appropriate to the effective and efficient discharge of his duties to
the Company under this Agreement.
8. Other Agreements
Consultant represents and warrants to the Company that there is no
agreement between him and any other person, firm or corporation concerning
the performance of services under this Agreement or which in any way might
prevent Consultant from performing his obligations under this Agreement.
Nothing shall be interpreted as precluding Consultant from seeking or
performing other employment or consultation work.
9. Assignment
This Agreement may not be assigned by either party without the prior
written consent of the other.
10. Waiver of Breach
Failure to insist upon strict compliance with any of the terms, promises
or conditions of this Agreement shall not be deemed a waiver of such
terms, promise or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power, unless specifically stated.
11. Severability
The invalidity or unenforceability of any provisions hereof shall in no
way affect the validity or enforceability of any other provision.
12. Modification
This Agreement cannot be amended, changed, modified, or discharged except
by an agreement in writing signed by both the Company and Consultant.
12
Consulting Agreement
Page 4
13. Governing Law
This Agreement and the performance of this Agreement shall be governed by
the laws of State of California.
14. Captions
The captions at the beginning of the several sections of this Agreement
are not part of the context hereof but are only guides or labels to assist
in locating and reading such sections. They should be given no effect in
construing this Agreement.
15. Binding Effect
Except as otherwise herein expressly provided, this Agreement shall inure
to the benefit of and be binding upon the Company, its successors and
assigns, and Consultant, his heirs, executors, administrators and legal
representatives, provided that the rights and obligations of Consultant or
the Company hereunder may not be delegated or assigned except as provided
in Section 9 hereof.
16. Entire Agreement
This Agreement contains the entire agreement of the parties with respect
to the subject matter hereof, and no representations, inducements,
promises or agreements, oral or written, between the parties, not embodied
herein shall have any force or effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the date first written above.
PICO HOLDINGS, INC.
- ----------------------------------
Name:
Title:
----------------------------
CONSULTANT:
- ----------------------------------
Ronald Langley
13
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is made as of January 1, 1997 by
and between PICO Holdings, Inc., an insurance and investment holding company
formed under the laws of the State of California ("Company") and John R. Hart
("Consultant").
RECITALS
1. The Company is incorporated under the laws of the State of California. The
Company searches for and investigates appropriate investment
opportunities.
2. The Company believes it is prudent and appropriate to attempt to increase
shareholder value through strategic investments, acquisitions, various
business combinations, and constructive rationalization of investments.
3. The Company believes that Consultant possesses unique skills, knowledge,
and experience.
4. The Company believes that it is imperative that it and its Board of
Directors be able to rely upon the Consultant's advice and
recommendations.
5. Consultant has been a Director and President and CEO of the Company and
its predecessor since December 10, 1993.
6. Consultant was instrumental in reorganizing the Company's Board of
Directors, management, and corporate structure.
AGREEMENT
In consideration of the foregoing, and of their mutual promises contained
herein, the parties agree as follows:
1. Engagement and Term
The Company hereby retains Consultant to render consulting and advisory
services as requested from time to time by the Company, for a three-year
period commencing on January 1, 1997.
2. Scope of Services
The services to be provided by Consultant shall encompass but not
necessarily be limited to the following areas and activities:
A. To analyze the activities and operations of the Company and its
subsidiaries and affiliates and make recommendations to achieve
greater operating efficiencies.
14
Consulting Agreement
Page 2
B. To conduct activities on behalf of the Company and its subsidiaries
and affiliates including but not limited to investigating
opportunities for consolidation, making recommendations for internal
financial restructuring, and searching for potential merger and
acquisition candidates.
C. Analyzing the investment portfolio of the Company and its
subsidiaries and affiliates and making recommendations to achieve
higher yield and a greater overall return.
D. To fulfill the duties of the Company's President and Chief Executive
Officer as defined by the Company's Code of Regulations.
Consultant will devote his reasonable best efforts to completing the tasks
assigned to him by the Company. When requested, Consultant will furnish to
the Company written reports as specific tasks are accomplished or results
ascertained. In addition, Consultant will engage in discussions and
meetings with Company personnel when so requested and when appropriate and
necessary.
3. Compensation
The Company shall compensate Consultant at the annual rate of $533,328,
such annual rate to be reviewed by Company's Compensation Committee.
In addition, Consultant shall be eligible to receive an annual incentive
award based on the growth of the Company's book value per share during the
fiscal year above a threshold. The threshold above which incentives are
earned is 80% of the S&P 500 annualized total return for the five previous
years. For 1997, the threshold is 12%. If book value per share exceeds
this threshold, the incentive award shall be equal to 5% of such excess
multiplied by the number of shares outstanding at the beginning of the
fiscal year.
4. Change of Control
A "Change of Control" shall be deemed to have occurred if a sufficient
number of shares of the Company are acquired by a third party or by third
parties acting jointly to effect a change in the Board of Directors and,
after such number of shares are acquired, a majority of the Board of
Directors of the Company as constituted immediately prior to such
acquisition, are replaced. In the event of a Change of Control, the
Company shall immediately pay Consultant a lump sum of $1,599,984 plus an
amount equal to three (3) times the highest annual bonus paid to
Consultant in the last three years.
5. Termination
If Consultant's services under this Agreement are terminated for any
reason, prior to December 31, 1999, Consultant shall be paid a lump sum
equal to $1,599,984 minus the amount previously paid to Consultant under
this Agreement. Any such payment under this Section 5 shall be in addition
to any payments made under Section 4.
15
Consulting Agreement
Page 3
6. Death or Disability of Consultant
In the event Consultant dies prior to December 11, 1999, a lump sum shall
be paid to the person designated by Consultant, in an amount equal to
$1,599,984 minus the amount previously paid to Consultant under this
Agreement. In the event the Consultant becomes permanently and totally
disabled, prior to December 11, 1999, Consultant shall be paid a lump sum
in an amount equal to $1,599,984 minus the amount previously paid to
Consultant under this Agreement. Any payments paid under this Section 6,
shall be in addition to any payments paid to Consultant.
7. Confidentiality
Both during the term of his engagement by the Company and thereafter,
Consultant shall not, without the prior written consent of the Company, or
as required by the order of any court or administrative agency with
jurisdiction, divulge to any third party, or use for his own benefit or
for any purpose other than the exclusive benefit of the Company, any
confidential information concerning its business and affairs obtained by
him during the term of his engagement; it being the intent hereof that
Consultant shall not so divulge or use any such information which is
unpublished or not readily available to the general public. Nothing
contained in this Section 5 shall restrict Consultant's ability to make
such disclosures during the course of his engagement as may be necessary
or appropriate to the effective and efficient discharge of his duties to
the Company under this Agreement.
8. Other Agreements
Consultant represents and warrants to the Company that there is no
agreement between him and any other person, firm or corporation concerning
the performance of services under this Agreement or which in any way might
prevent Consultant from performing his obligations under this Agreement.
Nothing shall be interpreted as precluding Consultant from seeking or
performing other employment or consultation work.
9. Assignment
This Agreement may not be assigned by either party without the prior
written consent of the other.
10. Waiver of Breach
Failure to insist upon strict compliance with any of the terms, promises
or conditions of this Agreement shall not be deemed a waiver of such
terms, promise or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power, unless specifically stated.
11. Severability
The invalidity or unenforceability of any provisions hereof shall in no
way affect the validity or enforceability of any other provision.
12. Modification
This Agreement cannot be amended, changed, modified, or discharged except
by an agreement in writing signed by both the Company and Consultant.
16
Consulting Agreement
Page 4
13. Governing Law
This Agreement and the performance of this Agreement shall be governed by
the laws of State of California.
14. Captions
The captions at the beginning of the several sections of this Agreement
are not part of the context hereof but are only guides or labels to assist
in locating and reading such sections. They should be given no effect in
construing this Agreement.
15. Binding Effect
Except as otherwise herein expressly provided, this Agreement shall inure
to the benefit of and be binding upon the Company, its successors and
assigns, and Consultant, his heirs, executors, administrators and legal
representatives, provided that the rights and obligations of Consultant or
the Company hereunder may not be delegated or assigned except as provided
in Section 9 hereof.
16. Entire Agreement
This Agreement contains the entire agreement of the parties with respect
to the subject matter hereof, and no representations, inducements,
promises or agreements, oral or written, between the parties, not embodied
herein shall have any force or effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the date first written above.
PICO HOLDINGS, INC.
- ----------------------------------
Name:
Title:
----------------------------
CONSULTANT:
- ----------------------------------
John R. Hart