Waverly, Inc.
1996 Annual Form 10-K
Exhibit 10(B)
Agreement Between Waverly, Inc. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Waverly, Inc. ("Waverly") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("DJC") have
discussed ways in which DJC will assist ▇▇▇▇▇▇▇ in 1997. Such
assistance shall include working with senior management in the
following areas: monthly review of 1997 results and plans as
well as longer range strategic plan for 1997-1999; merger,
acquisition, joint venture, financing, recapitalization and
investment opportunities involving Waverly ("Waverly acquisition
and development opportunities" or "Waverly A&D"); and active
involvement in oversight of the Waverly business through
continued service as Chairman of the Executive Committee.
Waverly and DJC wish to continue the retainer relationship which
has been renewed annually since 1990.
Waverly shall retain DJC as a financial and business advisor at
an annual compensation rate of $50,000; retainer payment shall
be made quarterly in advance. Waverly and DJC will review
quarterly the amount of time spent by DJC on Waverly projects and
mutually agree whether adjustment of the retainer amount is
appropriate for that quarter. ▇▇▇▇▇▇▇ shall reimburse all
reasonable expenses incurred by DJC in carrying out his duties
under the retainer agreement.
Waverly shall, also, pay DJC for assistance with specific Waverly
A&D projects. Such additional payments (contingent or otherwise)
will be determined by mutual at the outset of each project and
shall reflect the complexity and size of each project and DJC's
role.
▇▇▇▇▇▇▇ shall have the right to determine whether it wants DJC to
have an active role in any Waverly A&D project. DJC and Waverly
wish to ensure that Waverly does not become obligated to pay
double fees in any A&D transaction. The parties shall designate
Waverly A&D projects in which DJC shall participate by memorandum
agreement which shall, also, describe such additional
compensation arrangements as are mutually acceptable.
The retainer arrangement set forth herein shall have a term of
one year from January 1, 1997. Should DJC's future employment
result in his not being available to carry out his duties
hereunder, either party may terminate the retainer arrangement
with retainer compensation prorated to date of termination and
with additional compensation paid where DJC has substantially
completed work on a Waverly A&D opportunity which is closed
subsequent to termination.
This amended agreement represents the renewal provided for in the
November 1990 agreement with certain modifications which are
acceptable to both parties.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Dated: December 30, 1996
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Dated: January 3, 1997