EXHIBIT 10.8
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CONSULTING AGREEMENT
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This Consulting Agreement (the "Agreement") is made and entered into as of
the 21st day of April, 2003, by and between Signature Eyewear, Inc., a
California corporation (the "Company"), and Dartmouth Commerce of Manhattan,
Inc., a California corporation ("Consultant"), with reference to the following
facts and objectives:
(i) In connection with the acquisition by Consultant of a principal
minority ownership interest in the Company, and the restructuring of the
management and debt of the Company, the Company desires to obtain the services
of Consultant described herein, and Consultant desires to provide such services,
on the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Engagement. The Company hereby engages Consultant, and Consultant hereby
accepts such engagement, to perform the consulting services described herein.
2. Term. The term of this Agreement shall be a period of three (3) years,
commencing on the date hereof and continuing until March 31, 2005.
3. Consulting Services. Consultant shall provide the Company with general
business advice and assistance in connection with the reorganization of its
management and debt, together with assistance in connection with the Company's
continuing restructuring and growth opportunities. Consultant shall use its
commercially reasonable best efforts to provide the personal services of ▇▇▇▇▇▇▇
▇▇▇▇▇ to provide the consulting services required hereby. If Consultant is
unable to provide the services of ▇▇▇▇▇▇▇ ▇▇▇▇▇, the Company shall have the
right to accept or reject any individual substituted by Consultant to provide
its services hereunder, in the Company's sole and absolute discretion.
4. Time and Place of Consulting Services. Consultant shall make the
services of ▇▇. ▇▇▇▇▇ available from time to time during regular business hours
or otherwise, as and when reasonably requested by the Company. Consultant shall
not be required to devote a minimum number of hours to the affairs of the
Company; provided, however, that Consultant shall devote such productive
energies, abilities, and time as reasonably are required to perform its duties
hereunder. The Company shall use its reasonable best effort to appoint ▇▇. ▇▇▇▇▇
as Chairman of its Board of Directors for the
three year term of this Agreement. Consultant shall assist in facilitating the
acceptance of such appointment.
5. Compensation. In consideration of the consulting services to be provided
hereunder, the Company will pay Consultant an aggregate consulting fee of
$165,000 for the services to be provided hereunder, payable in equal monthly
installments over the term hereof, or otherwise as the Company and Consultant
shall agree. The parties acknowledge and agree that, due to the nature of the
services to be provided hereunder, the bulk of Consultant's services will be
required in the early portion of the term, with the Company's need for
Consultant's assistance diminishing as the Company adjusts to its reorganization
and restructuring. Accordingly, the parties agree that the full amount of the
consulting fee shall be earned in full by Consultant upon Consultant's
completion of one full year of services hereunder, notwithstanding the payment
of the consulting fee over the entire term hereof. Other than the compensation
specifically described herein, neither Consultant nor any of its employees shall
be entitled to any other compensation, employee related benefits, group plans,
bonuses, or any other benefits generally applicable to employees of the Company.
6. Expenses. The Company shall pay directly or reimburse Consultant for all
reasonable business related expenses incurred by Consultant in connection with
the services to be provided by Consultant hereunder.
7. Independent Contractor. In performing the services required hereunder,
Consultant is, and at all times shall remain, an independent contractor.
Consultant shall not have, and no
agent of Consultant shall represent himself as having, the authority to sign any
documents, enter into any agreements, or assume any liabilities on behalf of the
Company. Consultant shall be solely responsible, and the Company shall assume no
responsibility for: (i) the payment of all business taxes of Consultant,
including, but not limited to, federal and state income, franchise, and payroll
taxes; and (ii) all business licenses and insurance required of or desired by
Consultant.
8. Termination.
8.1 Either party may terminate this Agreement prior to the expiration
of the term hereof, on written notice to the other party of any of the events or
circumstances set forth below, and the failure of the other party to remedy the
event or circumstance within thirty (30) days after the date of such written
notice:
8.1.1 The breach by either party of any material covenant or
obligation of this Agreement; or
8.1.2 If Consultant is unable to provide the personal services of
▇▇▇▇▇▇▇ ▇▇▇▇▇, the failure of Consultant to provide the services of a substitute
individual who is acceptable to the Company, in its sole and absolute
discretion; or
8.1.3 Conduct by Consultant, including ▇▇. ▇▇▇▇▇ or any other
agent appointed by Consultant to provide the services required hereunder, which
conduct results in the conviction of a felony or other crime against the
Company, or the plea of nolo contendere in connection with the allegation of any
such crime, or other conduct that is a violation of law or public or written
company policy and that could reasonable be expected to have a material adverse
effect on the Company, its business or reputation.
8.2 Either party may terminate this Agreement without cause on sixty
(60) days written notice to the other party.
8.3 If this Agreement is terminated by the Company for cause, or by
Consultant without cause, the Company shall have no obligation to pay Consultant
the balance of the consulting fees provided for hereunder for the unexpired term
hereof. If this Agreement is terminated by the Company without cause, or by
Consultant for cause, the Company shall continue to pay to Consultant the
consulting fees provided for hereunder, as and when such fees otherwise would
otherwise have been due.
9. Notices. All notices, demands and other communications required,
desired, or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been given immediately if personally delivered or sent
by telecopier, cable, telex or other electronic transmitting device; twenty-four
hours after being delivered to overnight delivery couriers; or five days after
mailing by registered or certified mail, postage prepaid, return receipt
requested, addressed in accordance with the addresses set forth below, or to
such other addresses of which notice is given pursuant to this Section.
To Consultant: Dartmouth Commerce of Manhattan, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
To the Company: Signature Eyewear, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
10. Miscellaneous. This Agreement contains the entire agreement and
understanding between the parties hereto and supersedes all prior oral or
written negotiations and understandings of any kind with respect to the subject
matter hereof. If any action is brought to enforce or interpret this Agreement,
the prevailing party will be entitled to recover all attorneys fees actually
incurred in the action and in enforcing any judgment or award granted therein.
This Agreement shall be governed by and construed in accordance with the laws of
the State of California. No supplement, amendment, or modification hereof shall
be valid unless it shall be in writing and signed by all parties hereto. This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, and all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Company and Consultant have executed this
Consulting Agreement as of the day and year first written above.
SIGNATURE EYEWEAR, INC. a DARTMOUTH COMMERCE OF
California corporation MANHATTAN, INC., a California
corporation
By: _________________________ By: _______________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Its: _________________________ Its: _______________________