CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made this 1st
day of November, 1996, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the "Company"), and RITA D.
DUROCHER, an individual ("Durocher").
W I T N E S S E T H:
WHEREAS, Durocher has experience in certain segments of the
Company's and its subsidiaries' waste management businesses;
WHEREAS, the Company wishes to engage Durocher as an
independent, outside consultant to the Company, and Durocher desires
to accept such engagement, pursuant to the terms and conditions of
this Agreement;
WHEREAS, in consideration for such engagement, the parties
desire to provide for the issuance of a certain amount of shares of
the Company's Common Stock, par value $.001 per share ("Common
Stock"), on terms and subject to the conditions hereinafter set
forth;
WHEREAS, the parties intend this Agreement to constitute an
"Employee Benefit Plan", as such term is defined under Rule 405 of
the Securities Act of 1933, as amended; and,
WHEREAS, the parties do not intend that this Agreement qualify
under Section 401 of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto, intending to be
legally bound, do hereby agree as follows:
1. Engagement of Durocher. The Company does hereby engage
Durocher, and Durocher does hereby accept such engagement, as an
outside, independent consultant to provide the following consulting
services for the Company in connection with:
(a) Sales and marketing by the Company and subsidiaries
of the Company;
(b) The development of sales and marketing plans for the
Company and subsidiaries of the Company;
(c) Customer relations for the Company and its
subsidiaries relating to the waste and hazardous materials
remediation services and other environmental services offered
by the Company and its subsidiaries; and,
(d) Such other consulting services to be performed on
behalf of the Company or subsidiaries of the Company as
reasonably requested by the Chairman of the Board or Chief
Executive Officer of the Company.
Provided, however, that Durocher shall render bona fide consulting
services to the Company under this Agreement, and none of the
consulting services to be rendered by Durocher shall be in
connection with the offer or sale of securities or in a capital-
raising transaction.
2. Term. Durocher will provide the above consulting services
for the Company under this Agreement for a period of twelve (12)
months from the date of this Agreement (the "Term").
3. Compensation. In consideration of Durocher providing the
consulting services under this Agreement, the Company agrees to
issue to Durocher that number of shares of Common Stock equal to an
amount determined by dividing twenty thousand (20,000) by the
closing per share bid price of the Common Stock on the NASDAQ on the
date of this Agreement (the "Shares"), payable within ten (10)
business days from the date that the Company's Form S-8 (as defined
below) registering the Shares under the Securities Act of 1933, as
amended (the "Act"), becomes effective under the Act. The Company
shall use reasonable efforts to register the Shares to be issued to
Durocher under this Agreement on a Form S-8 Registration Statement
("Form S-8") under the Act as soon as reasonably practicable.
Durocher shall not be entitled to any cash compensation for her
consulting services rendered under this Agreement. Durocher's
compensation for her services rendered hereunder shall solely
consist of the Shares.
4. Noncompetition. For a period of one (1) year from the
date of this Agreement, Durocher specifically agrees that she shall
not (except on behalf of the Company, or any subsidiary of the
Company), directly or indirectly, engage in, or be an employee,
employer, officer, director, member, agent, security holder, partner
or consultant of or for any business, firm, partnership, person,
corporation, or company that engages in, (i) within a 200-mile
radius of Kansas City, Missouri, the waste or hazardous materials
remediation service or services that competes with, or is
substantially similar to, that performed by the Company or any
subsidiary of the Company, or (ii) within the continental United
States the waste or hazardous materials disposal service or services
that competes with, or is substantially similar to, that performed
by the Company or any subsidairy of the Company.
5. Agreement Not to Solicit Customers and Employees.
Durocher agrees that, during the term of this Agreement and for a
period of one (1) year following the termination of the Term of this
Agreement, she shall not, either alone or for herself or on behalf
of any other person, firm, corporation, company or entity, directly
or indirectly:
(a) Induce, or in any manner attempt to induce, any
person employed by, or any agent of, the Company or any of the
subsidiaries of the Company or any of their affiliates to
terminate his or her employment or agency, as the case may be;
or,
(b) Solicit, induce, or attempt to solicit or induce,
any supplier or customer of the Company or any subsidiaries of
the Company or any of their affiliates to cease being a
supplier or customer of the Company or any of the subsidiaries
of the Company or any of their affiliates.
6. Confidential Information. During the Term and for a
period of one (1) year following the termination of the Term, (i)
Durocher shall hold, in a fiduciary capacity for the benefit of the
Company and all subsidiaries of the Company, all secret or
confidential information, knowledge or data relating to the Company
and all subsidiaries of the Company or any of their affiliated
companies and their respective businesses, which shall have been
obtained by Durocher at any time and which shall not be public
knowledge (other than by acts of Durocher or his representatives in
violation of this Agreement), including, without limitation,
customer lists, bid proposals, contracts, matters subject to
litigation and information regarding periods and environmental
applications, and (ii) Durocher shall not, without the prior written
consent of the Company, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those
designated by it.
7. Injunctive Relief. In the event of a breach by Durocher
of any of the terms or provisions of Sections 4, 5 or 6 of this
Agreement, the Company shall be entitled to an injunction to prevent
irreparable injury to it or any of its subsidiaries or any of their
affiliates. Nothing shall be construed as prohibiting the Company
from pursuing any other remedies (at law or in equity) available to
it for such breach, including, but not limited to, recovery of
damages, attorneys' fees and other costs.
8. Termination of Employment Agreement. Durocher and Perma-
Fix, Inc., a subsidiary of the Company, had entered into an
Employment Agreement, effective as of June 22, 1995 (the "Employment
Agreement"). It is agreed that, in consideration of the Company
entering into this Agreement, effective November 1, 1996, the
Employment Agreement is terminated and null and void in all
respects. Durocher and Perma-Fix, Inc. hereby release and forever
discharge each other from any and all liabilities and obligations
that either may have, now or in the future, under, in connection
with, relating to, or arising out of, the Employment Agreement.
9. Miscellaneous.
(a) Assignment and Binding Effect. The respective
rights and obligations of the parties under this Agreement
shall be binding upon the parties hereto and their heirs,
executors, administrators, successors and permitted assigns;
provided, however, that the Company may not assign its rights
hereunder without the prior written consent of Durocher.
(b) Governing Law. This Agreement shall be governed as
to its validity, interpretation and effect by the laws of the
State of Delaware.
(c) Entire Agreement; Amendments. This Agreement
constitutes the entire agreement and understanding of the
Company and Durocher with respect to the terms of Durocher'
consultancy relationship with the Company and supersedes all
prior discussions, understandings and agreements with respect
to such consultancy relationship. This Agreement may not be
amended unless by the mutual written consent of all of the
parties hereto.
(d) Captions. All captions and headings used herein are
for convenient reference only and do not form part of this
Agreement.
(e) Waiver. The waiver of a breach of any term or
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any other or subsequent breach of
this Agreement.
(f) Notices. Any notice or communication required or
permitted under this Agreement shall be made in writing and
shall be delivered by hand, or mailed by registered or
certified mail, return receipt requested, or first class
postage prepaid, addressed as follows:
if to Durocher, to: Rita D. Durocher
4921 Roundtree
Shawnee, Kansas 66226
if to the Company to: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place, Suite A
Gainesville, Florida 32653
Attn: Dr. Louis F. Centofanti,
Chairman
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute one and the same
Agreement.
(h) Legal and Tax Effects. This Agreement is not
qualified under Section 401 of the Internal Revenue Code of
1986, as amended. Durocher understands that the Company is
not provided any legal or tax advice regarding this Agreement
and that Durocher is to consult with his legal and tax
consultants regarding this Agreement.
(i) Independent Contractor. Durocher is an independent
contractor and is not, in any manner, an employee or agent of
the Company or any subsidiary of the Company. Durocher may not
bind the Company or any subsidiary of the Company in any
manner whatsoever.
(j) Florida Blue Sky Laws. The securities have not been
registered with the State of Florida, but will be sold in
reliance on an exemption from such registration set forth in
Section 517.061(11) of the Florida Statutes. Pursuant to Section
517.061(11)(a)(5) of the Florida Statutes, a Florida investor
has a three (3) day right of rescission. A Florida resident
who executes this Agreement may elect, within three (3)
business days after signing this Agreement, to withdraw from
this Agreement and thereby terminate this Agreement. Such
withdrawal will be without any further liability to any
person. To accomplish such withdrawal, a Florida resident
need only send a letter or telegraph to the Company at the
address set forth in this Agreement indicating his intention
to withdraw. Such letter or telegram must be sent and
postmarked prior to the end of the aforementioned third (3rd)
business day. If a Florida resident sends a letter, it is
prudent to send it by certified mail, return-receipt
requested, to ensure that it is received and also evidence the
time and date when it is mailed. Should a Florida resident
make this request orally, he should ask for written
confirmation that his request has been received.
IN WITNESS WHEREOF, the parties hereto have executed this
Consulting Agreement on the date first above written.
________________________________
Rita D. Durocher
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:_____________________________
Dr. Louis F. Centofanti
Chairman of the Board and
Chief Executive Officer
Perma-Fix, Inc. agrees to the terms of, and to be bound by,
Section 8 of this Consulting Agreement.
PERMA-FIX, INC.
By:____________________________
Dr. Louis F. Centofanti
President
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