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EXHIBIT 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of the 23rd day of October, 1997, by
and between:
LES SLAYDON, a resident of lawful age of the Parish of East Baton
Rouge, Louisiana ("Slaydon")
and
HARBOUR CAPITAL CORPORATION ("Company"), a Delaware corporation, and
its successors and assigns.
WHEREAS, Company requires consulting and management services in
connection with its business operations;
WHEREAS, Company, Slaydon and others have this day entered into an
Agreement and Plan of Exchange;
WHEREAS, Slaydon is desirous and capable to providing consulting and
management services as an independent contractor to Company in connection with
the business operations of Company;
NOW, THEREFORE, in consideration of the mutual promises herein
contained and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, the parties agree as
follows:
1. Services. Slaydon agrees to provide Company with consulting and
management services as may be required by Company to maintain, administer and
operate the business of Company in a manner consistent with prior practices of
the management of Company.
2. Compensation.
(a) In consideration for the services to be provided by Slaydon to
Company referred to in paragraph 1 above, Company shall pay to Slaydon a
monthly fee of $4,166.67, payable by the fifth day of each month. If any
payment is not timely made, Slaydon may give written notice of nonpayment by
certified mail, return receipt requested, to Company, in which event, if such
payment is not received by Slaydon within fifteen (15) days of posting of said
notice, all remaining monthly payments for the term hereof shall become
immediately due and payable.
(b) In addition to the monthly fee to be paid pursuant to
paragraph 2(a) above, Company shall reimburse Slaydon for all out-of-pocket
expenses reasonably incurred by Slaydon in connection with the services
rendered by Slaydon hereunder, including, without limitation, travel expenses;
however, only if the out-of-pocket expenses are pre-approved by Company.
Slaydon shall submit invoices to Company promptly upon incurring any
out-of-pocket expenses as a condition to such reimbursement and Company shall
remit the amount of such expenses to Slaydon on a monthly basis simultaneously
with the payment of the fee set forth in paragraph 2(a) above.
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3. Relocation. Company agrees that during the term of this agreement
Company shall not require, or take any action that would have the effect of
requiring, Slaydon to (a) perform services outside the Baton Rouge, Louisiana
metropolitan area or make it impracticable for Slaydon to fully perform his
services hereunder within that area, or (b) relocate its business office
outside of that area.
4. Non-Liability. Neither Slaydon nor any Assignee, employee or
agent of such Assignee, shall be liable to Company or its officer, directors,
employees or agents for any error of judgment or for any act or omission in the
performance of the services hereunder taken or omitted in good faith by the
person performing such service.
5. Term. The term of this Agreement is for a full seven (7) years
from the date hereof and is nonterminable by Company provided that Slaydon
performs all of his duties and obligations under this Agreement.
6. Enforcement. In addition to any other remedies which may be
available to Slaydon in the event of a breach of the terms of this Agreement by
Company, Slaydon may seek to enforce the obligations of Company hereunder by a
suit for specific performance. Company shall pay all expenses and costs
(including, without limitation, reasonable attorneys' fees, court costs and
costs of collection) incurred by Slaydon in enforcing his rights under this
Agreement. Nothing contained herein shall abrogate the obligation of Company to
make the monthly payments required under paragraph 2(a) above.
7. Notices. Any notice or other communication pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered, or at the expiration of one business day after the time
when mailed by United States mail, return receipt requested, postage prepaid,
to the following persons and addresses:
Mr. Les Slaydon
717 South Foster Drive, Suite 130
Baton Rouge, LA 70806
(504) 924-9926 (fax)
Mr. R. Thomas Kidd
Harbour Capital Corporation
870 Greenbriar Circle, Suite 400
Chesapeake, Virginia 23320
(757) 938-9805 (fax)
The addresses to which notices are to be mailed, if mailed, and the persons to
receive same or copies of same, may be changed by notice given in accordance
with this paragraph 8.
8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the matters contemplated hereby, and
there are no agreements between the parties except as set forth herein. This
Agreement supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions of the parties hereto relating to the matters
contemplated by this Agreement. This Agreement may be amended only in writing
executed by the parties hereto.
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9. Non-Waiver. No waiver of any of the provisions of this Agreement
shall constitute a waiver of any other provision hereof or of a continuation of
the violation waived. Each party shall be entitled to rely upon one or more
provisions of this Agreement without waiving any right to rely upon any other
provision at the same time or at any other time.
10. Parties in Interest. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns. Nothing in this Agreement is intended
or shall be construed to confer upon or to give any person other than the
parties hereto and their legal representatives, successors and assigns any
rights or remedies under or by reason of this Agreement.
11. Governing Law. This Agreement shall be construed and interpreted
in accordance with the laws of the State of Louisiana. In case any one or more
of the provisions contained herein shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, but this
Agreement shall be construed as if such invalid or illegal or unenforceable
provisions had never been contained herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
/s/ Les Slaydon
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Mr. Les Slaydon
HARBOUR CAPITAL CORPORATION
/s/ R. Thomas Kidd
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By: Mr. R. Thomas Kidd
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