Exhibit 10(y)
ACCESS WORLDWIDE COMMUNICATIONS, INC.
4950 Blue Lake Drive
Suite 300
Boca Raton, Florida 33431
April 1, 2000
Ms. Ann M. Holmes
47 East 88th Street
New York, New York 10128
Re: Consulting Agreement
--------------------
Dear Ms. Holmes:
This letter will confirm the arrangements, terms and conditions, whereby
the undersigned (hereinafter referred to as the "Consultant") has been retained
by Access Worldwide Communications, Inc., a Delaware corporation (the "Company")
to serve as a non-exclusive consultant and advisor to the Company's AM Medica
Communications Group ("AMM").
1. Consulting Services. The Consultant will render such consultation and
--------------------
advisory services as follows:
The Consultant shall:
(a) serve on the Management Committee of AMM, until July 1, 2000, it
being understood that the contemplated structure of such
Committee shall include:
Mal Wasserman, designated new Chief Operating Officer, Patricia
Wasserman, Editorial Director, Pat Galati, General Manager, and
Cathie Engle, Director of Operations;
(b) assist the individual designated as the new Chief Operating
Officer of AMM in making a transition into such role;
(c) assist AMM training the new Business Director for AMM recently
hired;
(d) assist AMM's specified group of employees (the "Pfizer Team")
which is dedicated to servicing AMM's client, Pfizer Inc.
("Pfizer"),and to continuing the delivery of consistent service
to Pfizer, and
(e) assist in completing certain office clean-up and repairs
currently in process at AMM.
In connection with the foregoing, it is specifically understood and agreed that
simultaneously with its undertakings for AMM hereunder, the Consultant also may
be performing other services for other clients and otherwise undertaking other
business opportunities, provided that the same shall at all times be in
compliance with, and not violative of, the provisions of any other agreements
between the Company and the Consultant.
2. Consulting Fee. As compensation, AMM shall pay to the Consultant
---------------
a monthly fee of $15,000, payable within five (5) days after the end of the
month in which such services are performed.
3. Expenses. All out-of-pocket expenses reasonably incurred by the
---------
Consultant in performance of the services to be rendered hereunder shall be the
responsibility of the Company and shall be paid within fifteen (15) days after
presentation of appropriate invoices. It is specifically agreed that the
Consultant shall be permitted, at AMM's expense, to utilize car service between
her homes and the AMM offices, in accordance with historical practice, provided
that such transportation is in connection with activities being performed under
this Consulting Agreement. It is also agreed that the Company will reimburse
the Consultant, within ten (10) days after her payment thereof, for all premiums
or other costs incurred by her in continuing under COBRA her medical insurance
with the Company's carrier which coverage shall be substantially similar to
that which the Company has historically provided to the Consultant, while an
employee of the Company.
4. Term. The term of this Agreement shall commence on the date
-----
hereof and shall continue until April 1, 2001. Notwithstanding the foregoing,
either party may terminate this Consulting Agreement upon 30 days written notice
given to the other in accordance with Paragraph 8.
5. Independent Contractor. Nothing herein shall be construed to
-----------------------
make the Consultant an employee or agent of the Company or AMM. Except as
expressly agreed, the Consultant shall not have the authority to obligate or
commit the Company or AMM in any manner whatsoever. It is further specifically
understood that although the Consultant shall utilize all reasonable commercial
efforts to fulfill her obligations to the Company under this Consulting
Agreement, the Consultant is not representing, warranting or guaranteeing any
results (whether financial or otherwise and including the hiring of any
additional personnel) or performance by AMM or the Company. It is further
understood that during the time the Consultant serves on the Management
Committee, she shall report under this Consulting Agreement jointly to Mike
Dinkins, the CEO of the Company and Mal Wasserman, and that thereafter (i.e.,
----
after July 1, 2000) she shall report exclusively to Mal Wasserman.
6. Prior Employment Agreement. It is specifically understood and
---------------------------
agreed that this Consulting Agreement supercedes and replaces a certain
Employment Agreement, dated October 24, 1998 ( the "Employment Agreement")
between the Company and the Consultant and that such Employment Agreement and
the employment arrangements contemplated thereby are hereby deemed terminated
and of no further force and effect. Further, each of the Company and the
Consultant hereby waive and foresee release and discharge the other from any and
all claims of whatever type which either of them may have against the other,
arising out of or in connection with the Employment Agreement.
7. Assignment. This Agreement may not be assigned by either party
----------
without the prior written consent of the other party hereto.
8. Notices. Any notice or other communication required or permitted
-------
by this Agreement shall be sufficiently given or sent if delivered personally,
sent by telegram, or mailed by certified or registered mail or overnight
carrier, postage prepaid, addressed as follows:
If to the Company:
Access Worldwide Communications, Inc.
4950 Blue Lake Drive
Suite 300
Boca Raton, Florida 33431
Attention: Michael Dinkins
Chief Executive officer
If to the Consultant:
Ann M. Holmes
47 East 88th Street
New York, New York 10128
64 Griffith Road
Saunderstown, RI 02874
or to such other address as may be furnished in writing by either party to the
other. All such notices and communications shall be deemed to have been given
as of the date received if delivered personally, or the date so sent or so
deposited in the United States mails if otherwise given.
9. Governing Law. This Agreement shall be governed by, and construed
--------------
and enforced
in accordance with, the laws of the State of New York, without giving effect to
the principles of conflict of laws thereof.
10. Entire Agreement. This Agreement constitutes the entire
-----------------
agreement between the parties and may be amended only in writing executed by the
parties hereto affected by such amendment.
11. No Waiver. The failure by either party to insist upon strict
---------
compliance with any of the terms, covenants or conditions hereof shall not be
deemed a waiver of such terms, covenants of conditions, nor shall any waiver or
relinquishment of any right or power hereunder at any one time or more times be
deemed a waiver or relinquishment of such right or power at any other time or
times.
If the above terms conform with your understanding, kindly execute this
letter in the appropriate space below, whereupon this shall serve as a binding
agreement between us.
Very truly yours,
ACCESS WORLDWIDE
COMMUNICATION, INC.
By:
-------------------------------------
President and Chief Executive Officer
AGREED AND ACCEPTED AS OF THE
1st DAY OF APRIL 2000
- - ----------------------------------
Ann M. Holmes