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EXHIBIT 10.23
GLASS & ASSOCIATES, INC.
AGREEMENT ENGAGING THE SERVICES OF
GLASS & ASSOCIATES, INC. AS INTERIM MANAGER
Nu-kote Holding, Inc. of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ (the "Company") wishes to engage professional management assistance to
provide general management of the Company's operating and business affairs, and
to assist the Company to the extent possible in seeking and finding solutions to
certain problems within the sphere of management direction and planning.
The Company hereby agrees to engage Glass & Associates, Inc. ("Glass"), a
Delaware corporation with its principal office located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, for the purpose of managing the Company
during the critical period ahead. Glass will provide ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ to serve
as Interim Chief Executive Officer of the Company, subject to the following
terms and conditions. Glass may provide others from time to time as required
during the course of the assignment.
1. Glass shall have full access to all personnel and a relationship
with the entire internal organization, much like that of the Chief
Executive Officer, although the relationship of Glass to the Company
shall at all times be that of an independent contractor. Glass may,
in the performance of its duties, negotiate on behalf of Company
with various parties including but not limited to creditors,
stockholders and employees of Company, and governmental entities.
2. Glass shall review and approve all financial and operating policies,
plans and programs and shall participate in any major decision which
might have a significant impact on such policies.
3. Glass shall be subject solely to the control of the Board of
Directors of the Company. Except for such control, Glass shall not
be subject to the control of any other person or persons.
4. Glass shall be compensated for its services under this Agreement at
its regular published rates, per the attached schedule, plus
expenses. There shall be an initial payment of $200,000.00 as a
client deposit which unused portion will be refunded at the end of
the assignment. Fees and expenses shall be billed weekly, and all
invoices are due and payable upon receipt.
5. Upon completion of its engagement, the Board will consider a
performance bonus for Glass, consistent with that which a resident
top executive might receive for a job well done. During the course
of the assignment, Glass may propose a basis upon which such bonus
could be paid.
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6. In consideration for the Glass understanding to discharge the
responsibilities as set forth above:
a) The Company shall and does hereby forever release,
remise and discharge, agree to indemnify, pay on demand
and hold harmless Glass, its agents, attorneys,
employees, and representatives, (the "Releases"), from
any and all claims, costs, demands, actions,
liabilities, judgments, or attorneys' fees which may
result from any act or failure to act in what Releasees
in good faith believe to be the best interests of the
Company arising out of Releasees' performance or
non-performance under this Agreement, or Releasees'
present or future association with the affairs of the
Company, its creditors, stockholders, employees, agents,
attorneys or representatives. This release,
indemnification and agreement to hold harmless extends
to all claims of every nature and kind whatsoever, past,
present or future, known or unknown, and suspected or
unsuspected.
b) Company further expressly agrees that it will execute
and enter into, sign, seal and deliver any and all
additional documents, papers, releases, indemnity
agreements, and will do and perform any and all things
which Glass may deem desirable to protect it or its
agents, attorneys, employees, representatives, and each
of them, from any aforesaid claims, costs, demands,
actions, liabilities, judgments or attorneys' fees,
whatsoever, and to do any and all other things necessary
or desirable in the opinion of Glass to effectuate the
purposes of this release, indemnification and agreement
to hold harmless.
c) In the event of a breach of this Agreement by the
Company, the Company agrees to pay all costs, including
reasonable attorneys' fees incurred by Glass in its
efforts to enforce its rights under this Agreement.
7. This engagement of Glass shall continue at the pleasure of the Board
of Directors, and may be terminated at any time by resolution of the
Board of Directors, a certified copy of which shall be delivered to
Glass. Glass shall have the option to terminate its employment at
any time upon notification to the Board of Directors of its desire
to terminate. The provisions of Paragraph 6 (indemnification) shall
survive the termination of this Agreement for any reason.
8. In the event that the Glass representative is offered and accepts a
permanent assigned position with the Company, Glass will receive
from Company payment equal to 30% of his first year's total
compensation, an amount not unlike that received by an executive
recruiter.
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9. The parties hereto agree that the interpretation and enforceability
of this Agreement shall be determined in accordance with the
substantive laws of the State of Ohio, exclusive of choice of law
provisions. In case any one of more of the provisions contained in
this Agreement 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 provision hereof, and
this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
Dated: 12/10/97 GLASS & ASSOCIATES, INC.
By: /s/
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President (office)
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COMPANY
By: /s/
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Its: Chairman
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RATE SCHEDULE
Effective January 1, 1996
Principal ............ $250.00 - $300.00 per hour
Case Director ............ $200.00 - $250.00 per hour
Senior Consultant ........... $175.00 - $225.00 per hour
Consultant .............. $125.00 - $175.00 per hour
Clerical/Administrative ............ $45.00 - $60.00 per hour
Out-of-Pocket Expenses ............ At Cost