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EXHIBIT 10.2
CONSULTING AGREEMENT
This Consulting Agreement (the "AGREEMENT") is entered into as of this 7th day
of October, 1997, between THE PROFIT RECOVERY GROUP INTERNATIONAL, INC., a
Georgia corporation (the "COMPANY") and Lieb Finance SA, a company organized
under the laws of Luxembourg (the "CONSULTANT").
WHEREAS, this Agreement is related to the acquisition of shares and control of
Financiere Alma SA ("FA"), Alma Intervention SA ("AI"), and certain other
subsidiaries of AI (collectively the "ALMA GROUP") by Company pursuant to that
certain Sale Agreement of even date herewith among the Company, Marc Eisenberg
(M. Eisenberg) and Eric Eisenberg (the "SALE AGREEMENT"); and
WHEREAS, the Company has requested that the Consultant through the services of
its sole owner and employee, Marc Eisenberg ("M. EISENBERG") assist the Company
in promoting the Company and the Alma Group in certain portions of Europe and
providing strategic consulting services to the Company and its affiliates in
Europe with respect to market development and penetration and long-term planning
with particular emphasis on the image and services of the Company; and
WHEREAS, M. Eisenberg will also serve as a member and President of the
Directorate of AI pursuant to the Contract for the Mandate of the President of
the Directorate between AI and M. Eisenberg of even date herewith ( the
"MANDATE"), a copy of which is attached hereto as ANNEX 1.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Consulting Services
1.1 The Consultant shall make available the services of M. Eisenberg,
subject to his obligations under the Mandate, on a reasonable and
continuing basis to consult with the Company on strategic and
long-term planning matters for the Company and its affiliates in
certain portions of Europe.
1.2 During the term of this Agreement and for five years thereafter
the Consultant shall not engage in any activity, which M.
Eisenberg has undertaken not to engage in clause 10 of the Sale
Agreement or the sections of the Mandate entitled "NON-COMPETITION
AND CONFIDENTIALITY."
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2. Term and Termination
2.1 This Agreement shall be in force and effect for a period of five
years from the date hereof, unless sooner terminated as
hereinafter provided.
2.2 Upon the termination or revocation of the Mandate for any reason
whatsoever, including without limitation, M. Eisenberg's
resignation from his appointment under the Mandate, this Agreement
shall automatically terminate concurrently with the termination or
revocation of the Mandate. Consultant may resign its engagement
under this Agreement by giving the Company thirty days prior
written notice, which notice, however, may be waived by the
Company.
2.3 In the event of termination or revocation of the Mandate by AI and
as a result of such revocation or termination under the specific
terms of the Mandate M. Eisenberg is entitled to the termination
compensation specified in Section 6 thereof without regard to the
enforceability of such provision of the Mandate under French law,
then to the extent that AI does not pay such termination
compensation to M. Eisenberg, either directly or indirectly, such
unpaid termination compensation shall be paid by the Company
pursuant to this Agreement.
3. Consulting Fees
3.1 For the provision of the consulting services hereunder the
Consultant shall be entitled during the term hereof to receive
payment to the Consultant's designated account (as the Consultant
from time to time may designate in writing to the Company) in the
annual sum of US$ equivalent of 325,000 FRF, less any required
federal, state and local withholding and payroll taxes, which net
amount shall be due and payable in arrears in equal monthly
installments. Notwithstanding anything to the contrary contained
herein, during any period in which M. Eisenberg is not entitled to
receive salary or other remuneration as a result of his disability
as provided in the Mandate, Consultant shall not be entitled to
any consulting fees or other remuneration under this Agreement.
3.2 The first such monthly installment shall be due and payable on
November 10, 1997. Subsequent installments for the duration of
this Agreement shall be due and payable on the tenth day of each
month thereafter.
3.3 Subject to compliance with the Company's standard expense
reimbursement policies, the Company shall reimburse the Consultant
for all reasonable out-of-pocket expenditures and disbursements
incurred by the Consultant in connection with the performance of
duties under this Agreement. The Consultant shall submit requests
for such reimbursement, accompanied by copies of invoices or other
reasonable support data. The Company shall promptly pay
submissions to
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the Company in accordance with the Company's standard expense
reimbursement policies, accompanied by the appropriate supporting
data.
4. Confidentiality
4.1 During the term of this Agreement, and for a period of five years
from the date of termination for any reason whatsoever, Consultant
will not divulge to any third party whatsoever or use for its own
or another's advantage any of the trade secrets or confidential
know-how or confidential financial or trading information as to
clients of the Alma Group, the Company or its affiliates, or in
relation to the business, finances, dealings or affairs of the
Alma Group, the Company or any of its affiliates except insofar as
Consultant may prove the same has become a matter of public
knowledge (otherwise than by a breach by him of this clause) or
insofar as such disclosure may be required by law.
4.2 Consultant undertakes to keep confidential any information not
intended release to the public, any know-how, any intellectual
property, any patents, etc, involving any aspect of the business
of the Company or any of its affiliates or the Alma Group.
5. Protected Information
All software, computer diskettes, CDs, video tapes, files, audit reports
and other information in writing or in print or any other presentation as
well as all technical information and trade secrets relating to the
business of the Company and any of its affiliates or the Alma Group to
which Consultant will have access under the terms and conditions of this
Agreement shall be and remain the sole and exclusive property of the
Company or the Alma Group, as appropriate. For this reason, upon the
termination of this Agreement for whatever reason whatsoever, Consultant
will deliver the entirety of the foregoing that are in its possession and
that constitute property belonging to the Company or the Alma Group.
6. Copyrights and Inventions
6.1 Consultant has the duty to disclose any product, service,
invention, improvement, discovery, process, formula, program,
system or method (collectively "INVENTIONS") that it develops that
relate in any way to this Agreement or to the business of the
Company or any of its affiliates or the Alma Group and for the
term of this Agreement.
These Inventions shall become the sole and exclusive property of
the Company or the Alma Group, as appropriate provided that they
directly relate to the actual business of the Company or the Alma
Group, that they coincide with actual or anticipated development
of the business of the Company or the Alma Group and that these
Inventions were made or conceived by Consultant or its sole
employee,
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either solely by Consultant or its sole employee or jointly with
others.
These Inventions shall constitute protected information for the
purpose of the preceding article.
Consultant agrees to execute and deliver any document, and, more
generally do such other acts as necessary for securing all right,
title and interest of the Company or the Alma Group, as
appropriate in and to any such Invention.
6.2 Consultant acknowledges and agrees that any original works of
authorship fixed in tangible form that Consultant or its sole
employee shall develop during and according to the terms of this
Agreement, either solely by Consultant or its sole employee or
jointly with others, will constitute property belonging to the
Company or the Alma Group, as appropriate.
7. Successors and Assigns
Neither party may assign this Agreement; provided, however, that the
Company may assign this Agreement to any subsidiary or affiliate of the
Company so long as the Company remains liable to Consultant hereunder.
8. Severability
In the event one or more of the words, phrases, sentences, clauses or
subdivisions or subparagraphs herein shall be held to be invalid, this
Agreement shall be construed in such manner as to give validity to all
other provisions.
9. Jurisdiction
9.1 This Agreement shall be governed by the laws of Georgia.
9.2 The Consultant hereby irrevocably submits to the jurisdiction of
the federal courts within the State of Georgia and hereby appoints
the Secretary of State of the State of Georgia as agent for
purpose of receiving service of process in respect of any
proceeding in such courts relating to this Agreement or its
enforcement.
10. Notices
Any notice to be given under this Agreement shall be given in writing and
shall be effected personal delivery or by sending such notice by
certified mail, return receipt requested and addressed as set forth
below.
If to the Company: John M. Cook, Chairman and CEO
The Profit Recovery Group International, Inc.
2300 Windy Ridge Parkway, Suite 100 North
Atlanta, Georgia 30339-8426
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If to the Consultant: Lieb Finance SA
c/o Wilinski & Scotto
19, rue Marbeuf
75008 Paris
11. Waiver
The waiver by one party of a breach of any provision of this Agreement by
the other party shall not operate or be construed as a waiver of any
subsequent breach of the same or any other provision by the other party.
12. Authorization
12.1 The Company represents and warrants to the Consultant that the
execution, delivery and performance of this Agreement has been
authorized and approved by all necessary corporate actions.
12.2 The Consultant represents and warrants to the Company that the
execution, delivery and performance of this Agreement has been
authorized and approved by all necessary corporate actions.
13. Entire Agreement
This Agreement, together with the Mandate and the other documents
referred to therein constitute the entire agreement of the parties with
respect to the subject matter hereof and supercedes any prior
discussions, understandings or agreements with respect to such subject
matter.
14. Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and together shall constitute one and the
same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement at Broadwalk
House, 5 Appold Street, London EC2A 2HA, as of the date first written above.
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
By: Mr Clinton McKellar, Jr.
Title: Senior Vice President and General Counsel
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By: Marc Eisenberg
Title: Sole Representative
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