EXHIBIT 10.34
[REGENT PACIFIC MANAGEMENT CORPORATION LETTERHEAD]
June 10, 2002
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Director
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director
Verity, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: FIFTH AMENDMENT TO RETAINER AGREEMENT BETWEEN REGENT PACIFIC MANAGEMENT
CORPORATION AND VERITY, INC.
This Fifth Amendment to Retainer Agreement sets forth certain amendments to the
Retainer Agreement between Regent Pacific Management Corporation, a California
corporation ("Regent Pacific"), and Verity, Inc., a Delaware corporation, and
its wholly-owned and controlled subsidiaries (collectively, "Verity") dated July
31, 1997, as amended on April 13, 1998, March 12, 1999, February 9, 2000 and
March 13, 2001 (the "Original Retainer Agreement", "First Amendment", "Second
Amendment", "Third Amendment", and Fourth Amendment respectively). Except for
the amendments expressly contained herein, the Original Retainer Agreement,
First Amendment, Second Amendment, Third Amendment and Fourth Amendment shall
remain in full force and effect.
1. The paragraph of the Original Retainer Agreement as amended by the First
Amendment, Second Amendment, Third Amendment and Fourth Amendment entitled
"Fees" is hereby amended in its entirety as follows:
"FEES: We have agreed to provide the work product included in this
agreement for a period of seventy-three (73) months, including services
covering a non-cancelable period beginning on July 31, 1997 and ending
on February 28, 2003 (the "Non-Cancelable Period"). This service shall
be $50,000 per week, payable in four (4) week increments, each to be
paid in advance of each Regent Pacific standard four-week billing
period. It is agreed and understood between us that the payments of such
cash fees are to be made immediately preceding the start of each
four-week billing period, and that failure to pay such periodic payments
when due shall constitute a breach of this agreement by Verity. It is
further understood that Regent Pacific's fees are to be paid in advance
of the work to be performed, and that the initial payment is to be paid
on or before July 31, 1997. It is further agreed that such cash payments
are earned in full upon receipt by Regent Pacific, by virtue of our
accepting this agreement and the responsibilities it entails, and are
nonrefundable."
2. The paragraph of the Original Retainer Agreement as amended by the First
Amendment, Second Amendment, Third Amendment and Fourth Amendment entitled
"Term of Agreement" is hereby amended in its entirety as follows:
"TERM OF AGREEMENT: The term of this agreement shall be for
seventy-three (73) months, unless earlier terminated in accordance with
this paragraph. Regent Pacific hereby commits the availability of its
resources to Verity under this agreement for the full seventy-three (73)
month term of the engagement, or for the full term of the agreement, if
such term is extended by Verity as provided in this paragraph. Verity
may discharge Regent Pacific at any time after the Non-Cancelable Period
provided that Verity has delivered a 60-day written notice of intent to
cancel this agreement. Verity may, at its option, extend the term of
this agreement for an additional twenty-six (26) week period beyond the
seventy-three (73) month period by providing written notice to Regent
Pacific at any time on or before February 28, 2003. If Verity elects to
exercise its option to extend the term of this agreement for such
twenty-six (26) week period, the Non-Cancelable Period also shall be
extended automatically through August 31, 2003. Regent Pacific may
withdraw from this assignment at any time with ▇▇▇▇▇▇'s consent or for
good cause without Verity's
consent. Good cause also includes Verity's breach of this agreement
(including Verity's failure to pay any invoice within five working days
of presentation), or any fact or circumstance that would render our
continuing participation in the assignment unethical or unlawful."
Very truly yours,
REGENT PACIFIC MANAGEMENT CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Chairman and Chief Executive Officer
THE FOREGOING IS HEREBY APPROVED AND AGREED TO:
Dated: June 17, 2002
VERITY, INC.
(Signifies full agreement with all terms and conditions)
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Director,
on Behalf of the Board of Directors on Behalf of the Board of Directors