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EXHIBIT 10.2
CONSULTATION AGREEMENT
This Consultation Agreement (the "Agreement") is made effective July
1, 1996, by and between Lamar Texas Limited Partnership, a Texas limited
partnership qualified to do and doing business in the State of Louisiana (the
"Company") and Reilly Consulting Company, L.L.C. (the "Consultant"),
represented herein by its Manager, Kevin P. Reilly, Sr. (the "Manager").
Recitals
The Company recognizes the experience and abilities of Consultant's
associates in the business of the Company and its subsidiaries and affiliates
(collectively, "Lamar") and has offered to engage it to render consulting and
advisory services. Consultant desires to accept such engagement, upon the
terms and conditions hereinafter set forth:
1. The Company hereby engages Consultant for a period of ten (10)
years, commencing on the effective date of this Agreement (the "Consultation
Term"), as a general advisor and consultant to management of Lamar on mergers,
acquisitions, financing and operational matters. Consultant has the authority
to select such of its associates to fulfill the consulting engagement as it
sees fit. Consultant's associates shall report and be responsible only to the
President and Chief Executive Officer of the Company but shall work with senior
level management of Lamar. Neither Consultant, nor Consultant's associates,
shall perform any services for Lamar which will create a violation by
Consultant, Consultant's associates, or Lamar of the rules and regulations of
the Louisiana Commission on Ethics for Public Employees or the Ethics Code for
Public Officials of the State of Louisiana.
2. During the Consultation Term, Consultant shall cause such of
its associates as it sees fit to devote such time as it feels is necessary and
use its best efforts to advance the business and welfare of Lamar. Consultant
shall not intentionally take any action against the best interests of Lamar.
The Company recognizes that Consultant's associates are engaged in other
business pursuits. Consequently, the unavailability of Consultant's associates
from time to time, as reasonably required by other commitments of its
associates, shall not constitute a failure to perform its obligations hereunder
and shall not be deemed a breach or default hereunder. The Company desires to
retain the services of Consultant and prevent them from being availed of
Lamar's competitors, under any circumstances.
3. The Company agrees to pay or cause to be paid to Consultant
for its services hereunder during the Consultation Term an annual consulting
retainer of one hundred twenty thousand dollars ($120,000), payable in twelve
(12) equal monthly installments. Consultant will be reimbursed for all
out-of-pocket expenses incurred in connection with service to the Company as
its Consultant up to a maximum of ten thousand dollars ($10,000) per year.
4. The Company may direct that Consultant's duties hereunder be
performed for and the fees of Consultant hereunder be paid by, and the Company
may assign this Agreement in its entirety to, one or more of the Company's
subsidiaries, parent or affiliates.
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If the Company is consolidated with or merged into, or if all or a part of its
assets are transferred to, another corporation carrying on all or a substantial
part of the business of the Company, this Agreement may be assigned to such
successor.
5. Consultant acknowledges that its promised services hereunder
are of special, unique, unusual and extraordinary character which gives them
peculiar value, the loss of which cannot be compensated adequately in damages
in an action at law, and Consultant further acknowledges that in its
consultative capacity hereunder it will be making use of, acquiring and adding
to confidential information of special and unique value relating to such
matters as lists of customers of Lamar and costs of providing the offered
services. In addition to and not in limitation of any other restrictive
covenants which may be binding upon Consultant, Consultant agrees that neither
the Consultant nor its associates will (except with respect to the ownership of
not more than 5% of publicly-traded companies):
(a) During or after the Consultation Term, disclose any of such
information to any person, firm or corporation for any purpose
whatsoever; or
(b) During the Consultation Term or within two (2) years
thereafter, engage (as an individual or as a stockholder,
trustee, partner, financier, agent, employee or representative
of any person, firm, corporation or association), or have any
interest, direct or indirect, in any business in competition
in North America with the business of Lamar as such business
is constituted at the date hereof nor engage in any other
business in North America which would be competitive with the
business conducted by Lamar on the date of this Agreement.
6. In the event of a breach of any covenant contained in
Paragraph 5 of this Agreement, the Company shall be entitled to an injunction
restraining such breach in addition to any other remedies provided by law.
7. The provisions of Paragraphs 5 and 6 hereof shall survive the
termination of the Agreement.
8. The provisions of this Agreement shall be deemed severable and
the invalidity of unenforceability of any provision shall not affect the
validity and enforceability of the other provisions hereof. If any provision
of this Agreement is unenforceable for any reason whatsoever, such provision
shall be appropriately limited and given effect to the extent that it may be
enforceable.
9. In the event of nonpayment of any consulting fee or benefit
due Consultant hereunder within thirty (30) days after the due date thereof,
such unpaid consulting fees shall bear interest at the prime rate of interest
charged The Chase Manhattan Bank, National Association, from the date of
default until paid.
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10. In the event a dispute arises under this Agreement, the
prevailing party shall be entitled to recover reasonable attorney's fees
incurred in connection therewith.
11. This Agreement shall be construed and governed in accordance
with the internal laws of the State of Louisiana.
THUS DONE, READ AND SIGNED by the parties effective on the date set
forth above.
LAMAR TEXAS LIMITED PARTNERSHIP
BY: LAMAR TEXAS GENERAL PARTNER, INC.
By: /s/ Keith A. Istre
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Keith A. Istre
Vice President-Finance
CONSULTANT
REILLY CONSULTING COMPANY, L.L.C.
/s/ Kevin P. Reilly, Sr.
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Kevin P. Reilly, Sr., Manager
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