Exhibit 10.6
CONSULTING AGREEMENT made as of December 1, 2004, by and between TRANS-LUX
CORPORATION, a Delaware corporation, transacting business at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (hereinafter referred to as "TLX"), and MOVING
IMAGES, LLC, a Connecticut limited liability company , having an address c/o
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (hereinafter
referred to as "Consultant").
WHEREAS, Consultant has simultaneously engaged ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), to
perform consulting services to and on behalf of Consultant to TLX;
WHEREAS, ▇▇▇▇▇▇ has had a long, continuously successful experience and
performance in the business operations of TLX and has a unique and deep
knowledge of the management, needs, trade secrets, know-how and affairs of TLX
and its subsidiaries and affiliates; and
WHEREAS, it is the considered judgment of the Board of Directors of TLX that
it is in the best interests and to the advantage of TLX that it engage
Consultant for the performance of consulting services to TLX to be provided by
▇▇▇▇▇▇ on behalf of Consultant to the extent and upon the terms hereinafter
provided;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties agree with each other that the following is their agreement
("Agreement") in its entirety effective December 1, 2004:
1. TLX hereby engages Consultant to perform consulting services to TLX on
the terms and conditions hereinafter set forth, and Consultant hereby accepts
such engagement with TLX for a term ("Term") of seven years and one (1) month
commencing on December 1, 2004 and ending on December 31, 2011. Notwithstanding
the foregoing, Consultant may terminate the Term of this Agreement at any time,
on no less than sixty (60) days prior written notice only if ▇▇▇▇▇▇ likewise
terminates his consulting arrangement with Consultant. A copy of such agreement
has been provided to TLX on execution hereof for information and shall be kept
confidential by TLX in the same manner as TLX protects its own confidential
information.
2. (a) During the Term, Consultant will cause ▇▇▇▇▇▇ to render to TLX such
consulting services as may be reasonably assigned to Consultant from time to
time by the Board of Directors of TLX, or by the Executive Committee of TLX,
provided that such services are of a type, dignity and nature appropriate to the
former Chairman of the Board, chief executive officer and executive manager of
TLX and further provided that: (i) such consulting services shall be required
to be rendered by ▇▇▇▇▇▇ only in Santa Fe, New Mexico or such other location in
the United States designated by ▇▇▇▇▇▇, (ii) Consultant's inability to act as
such consultant by reason of illness, disability or lack of capacity of ▇▇▇▇▇▇
shall not be deemed a breach of this Agreement, and (iii) in ▇▇▇▇▇▇'▇ sole
opinion the rendition of such services shall not be detrimental or injurious to
▇▇▇▇▇▇'▇ health. It is further agreed that such services shall not require more
than sixty (60) hours service during any month; that ▇▇▇▇▇▇'▇ unavailability at
any particular time shall not constitute a breach by Consultant of this
Agreement; that ▇▇▇▇▇▇ may, in his sole opinion, determine that such services
may be rendered by telephone, mail or other means of communication; and that
Consultant's failure to render such services because of ▇▇▇▇▇▇'▇ absence from
Santa Fe, New Mexico or such other location in the United States designated by
▇▇▇▇▇▇ shall not be deemed a breach by Consultant of this Agreement. ▇▇▇▇▇▇
shall be the sole and absolute judge of his ability to render such consulting
services on behalf of Consultant, and ▇▇▇▇▇▇'▇ conclusion that the rendition
thereof would be harmful to him shall absolve and excuse Consultant from the
rendition of such consulting services, but the payments and/or benefits to
Consultant shall continue to be made as provided in Paragraph 3(f).
(b) During the Term TLX shall use its best efforts to nominate and elect
▇▇▇▇▇▇ from year to year as a director, and a member of the Executive Committee
of TLX. In the event that ▇▇▇▇▇▇ shall not be elected at all times during the
Term hereof, as a member of the TLX Board of Directors, and as a member of the
Executive Committee, unless ▇▇▇▇▇▇ in writing declines to so serve or resigns as
a director or member of the Executive Committee, the same shall, at Consultant's
option, constitute a material breach of this Agreement by TLX unless TLX shall
completely cure such breach within thirty (30) days from receiving notice from
Consultant specifically setting forth the claimed breach. Upon (i) failure of
TLX to cure such breach within such thirty (30) day period, or (ii) in the event
there is a "Change-in-Control" as hereinafter defined, Consultant, at its
option, shall at any time thereafter be entitled to terminate its obligations
hereunder by notice ("Notice") to TLX, specifically including the rendition of
any services by Consultant to TLX. A reciprocal notice given by ▇▇▇▇▇▇ to
Consultant and received by TLX shall also constitute such notice to TLX. After
the giving of the Notice, TLX shall pay to Consultant, notwithstanding such
termination, all sums payable or otherwise provided to Consultant under this
Agreement for the balance of the Term, including, but not limited to: (i) the
Fees, Profit Participation and Bonus payments provided to be paid to Consultant
pursuant to Paragraphs 3(a), (b) and (c) for the period from the date of such
Notice of termination through December 31, 2011; and (ii) the insurance and
other benefits provided under this Agreement. The aforesaid sums and benefits
shall be paid or provided to Consultant as follows: (i) the aggregate fees
provided to be paid for the balance of the Term pursuant to Paragraph 3(a) shall
be paid to Consultant in one lump sum ten (10) days after such Notice of
termination, in the same aggregate amounts as are so provided in said Paragraph
3(a) to be paid for the balance of the Term (adjusted for the CPI Adjustment, as
hereinafter defined, to the date of such payment); and (ii) the sums provided to
be paid pursuant to Paragraphs 3(b) and (c) and the insurance and other benefits
provided under this Agreement, shall be paid or provided to Consultant in the
same manner, at the same times, and in the same amounts as is provided in the
said Paragraphs (b) and (c) and in Paragraph 4 and elsewhere in the Agreement to
be paid or provided during the balance of the Term.
(c) Nothing contained in this Agreement shall in any way limit or
prevent Consultant or ▇▇▇▇▇▇ from:
(i) being connected with, in any manner whatsoever, including,
without limiting the generality of the foregoing, as owner,
investor, executive or director or otherwise in any business
whatsoever, including, without limiting the generality
thereof, the business of producing, distributing or exhibiting
motion pictures, or the business of film booking and buying,
so long as the business is not directly competitive with any
business of TLX;
(ii) owning or dealing in the stock or securities of any
corporation whose stocks or securities are traded on any
public market provided that such aggregate holdings of
Consultant and ▇▇▇▇▇▇ in any individual corporation that is a
direct competitor of TLX shall not exceed five (5%) percent of
the outstanding securities of any class of any such
corporation.
(d) Nothing in this Agreement shall prevent TLX from paying compensation
to ▇▇▇▇▇▇ as a director, member of its Executive Committee or otherwise.
(e) A "Change-in-Control" shall occur if, after the date hereof (i) any
Person is or becomes the beneficial owner, directly or indirectly, through a
purchase, merger or other acquisition transaction or series of transactions of
shares of capital stock of TLX entitling such Person to exercise 20% or more of
the total voting power of all shares of capital stock of TLX entitled to vote
generally in the election of directors; (ii) TLX sells or transfers all or
substantially all of the assets of TLX to another Person; (iii) there occurs any
consolidation of TLX with, or merger of TLX into, any other Person, any merger
of another Person into TLX other than (a) a merger which does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock and Class B Stock, (b) a merger which is effected solely to change
the jurisdiction of incorporation of TLX and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares
of Common Stock, or (c) a transaction in which the stockholders of TLX
immediately prior to such transaction owned, directly or indirectly, immediately
following such transaction, a majority of the combined voting power of the
voting capital stock of the corporation resulting from the transaction, such
stock to be owned by such stockholders in substantially the same proportion as
their ownership of the voting stock of TLX immediately prior to such
transaction; (iv) a change in the Board of Directors in which the individuals
who constituted the Board of Directors at the beginning of the 24-month period
immediately preceding such change (together with any other director whose
election by the Board of Directors or whose nomination for election by the
stockholders of TLX was approved by a vote of at least a majority of the
directors then in office either who were directors at the beginning of such
period or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the directors then in office;
or (v) the Common Stock is the subject of a "Rule 13e-3 transaction" as defined
under the Securities Exchange Act of 1934 ("Exchange Act"). For purposes of
this Section 2, the term "Person" means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof. Such term also (i) includes any syndicate or group deemed to be a
"Person" under Section 13(d)(3) of the Exchange Act, but (ii) excludes ▇▇▇▇▇▇,
TLX, any Subsidiary, any existing Person (including, directly or indirectly, the
immediate family (parents, spouse, children, stepchildren, brothers or sisters)
of any such Person), who currently beneficially owns shares of TLX's capital
stock with 20% or more of the voting power as described above, or any current or
future employee or director benefit plan of TLX or any Subsidiary or any entity
holding capital stock of TLX for or pursuant to the terms of such plan, or any
underwriter engaged in a firm commitment underwriting in connection with a
public offering of capital stock of TLX.
"Subsidiary" means a corporation of which more than 50% of the issued
and outstanding stock entitled to vote for the election of directors (otherwise
than by reason of default in dividends) is at the time owned or controlled,
directly or indirectly, by TLX.
3. (a) During the Term TLX agrees to pay Consultant, fees ("Fees") at the
rate of $384,636.72 per annum for the balance of 2004, and at such rate, subject
to the CPI Adjustment for each future calendar year commencing January 1, 2005,
as hereinafter provided.
(b) During the Term TLX also agrees to pay Consultant (i) an amount
equal to one and one-half percent (1-1/2%) of TLX's pre-tax consolidated
earnings, as hereinafter defined, in each calendar year (including the full 2004
calendar year) during the Term hereof, (hereinafter the amounts payable under
this Paragraph 3(b) are collectively referred to as the "Profit Participation").
Such pre-tax consolidated earnings shall be fixed and determined by the
independent certified public accountants regularly employed by TLX. Such
independent certified public accountants, in ascertaining such pre-tax
consolidated earnings, shall apply all accounting practices and procedures
heretofore applied by TLX's independent certified public accountants in arriving
at such annual pre-tax consolidated earnings as disclosed in TLX's annual
statement for that year of profit and loss released to its stockholders. The
determination by such independent certified public accountants shall be final,
absolute and controlling upon the parties. Payment of such amount, if any is
due, shall be made for each year by TLX to Consultant within thirty (30) days
after such accountant shall have furnished an opinion on such statement to TLX
disclosing TLX's pre-tax consolidated earnings for such calendar year. TLX
undertakes to use its reasonable efforts to cause said accountants to prepare
and furnish such opinion within one hundred thirty (130) days from the close of
each such fiscal year and to cause said independent certified public
accountants, concomitantly with the delivery of such opinion by said accountants
to it, to deliver a copy of such statement to Consultant and ▇▇▇▇▇▇. TLX shall
not have any liability to Consultant arising out of any delays with respect to
the foregoing.
(c) The Board of Directors of TLX, upon the recommendation of the
Compensation Committee of the Board of Directors, shall consider no later than
May of each year the grant of a bonus ("Bonus") to Consultant based upon the
performance of Consultant during the immediate preceding year during the Term.
In determining whether to grant any such Bonus and the amount thereof,
consideration may be given to the performance of TLX in light of competitive and
economic conditions. Notwithstanding the foregoing, TLX shall pay to Consultant
the highest Bonus applicable for each calendar year ending December 31,
commencing December 31, 2004, in the respective amounts hereinafter set forth,
in the event TLX's pre-tax consolidated earnings for any year during the Term
determined in accordance with Paragraph 3(b), meets or exceeds the respective
amounts hereinafter set forth.
If Pre-Tax Consolidated Annual Non-Cumulative Level of
Earnings in Any Year Exceed Bonus Payable
--------------------------- -------------
$ 250,000 5,000
500,000 10,000
750,000 15,000
1,000,000 20,000
1,250,000 31,250
1,500,000 37,500
1,750,000 43,750
2,000,000 50,000
Over 2,000,000 $ 50,000 plus 2-1/2% of each full
increment of $250,000 over $2,000,000,
the total annual bonus not to exceed
$142,976 (e.g., if $2,900,000, $50,000
plus 2-1/2% of $750,000 or $50,000 plus
$18,750 or a total of $68,750). The
maximum of $142,976 payable hereunder
for 2004 shall be subject to the CPI
Adjustment for years following 2004 as
hereinafter provided.
(d) Notwithstanding Paragraphs 3(b) and 3(c) of this Agreement, for
purposes of Paragraphs 3(b) and 3(c) of this Agreement, there shall be excluded
from the calculation of pre-tax consolidated earnings during the Term of this
Agreement (i) the amount by which (x) any item or items of unusual or
extraordinary gain in the aggregate exceeds 20% of TLX's net book value as at
the end of the immediate preceding calendar year or (y) any item of unusual or
extraordinary loss in the aggregate exceeds 20% of TLX's net book value as at
the end of the immediate preceding calendar year, in each case in (x) and (y)
above as determined in accordance with generally accepted accounting principles,
and items of gain and loss shall not be netted against each other for purpose of
the above 20% calculation, (ii) any direct effect on pre-tax consolidated
earnings of write-offs of existing prepaid financing costs prior to the normal
amortization schedule of such financings provided however that for the purposes
of this Paragraph 3(d), such financing costs shall thereafter be amortized in
accordance with such normal amortization schedule of such financings, or (iii)
any contractual Bonuses and/or Profit Participations accrued or paid to
Consultant and TLX employees. Each Bonus payment shall be made in accordance
with the time provisions set forth in Paragraph 3(b). Notwithstanding the
foregoing, the Board may, in any event, even if any of the aforesaid pre-tax
consolidated earnings levels are not exceeded, grant Consultant the aforesaid
Bonus or any portion thereof for any such year or any other bonus based on its
performance.
In the event Consultant is entitled to or is awarded a Bonus, TLX shall
notify Consultant thereof no later than May 31 following such year and
Consultant as directed by ▇▇▇▇▇▇ shall have the option of receiving such Bonus
in (i) cash, (ii) Common Stock and/or Class A Stock of TLX or (iii) cash and
Common Stock and/or Class A Stock in such ratio as Consultant elects as directed
by ▇▇▇▇▇▇. Such election shall be made by Consultant by written notice to TLX
and TLX shall pay said Bonus in the form elected by Consultant within fourteen
(14) days after receipt of Consultant's written notice thereof. Upon
Consultant's failure to make such election within sixty (60) days after notice
to Consultant from TLX of the Bonus, such Bonus shall be paid in cash to
Consultant on the day following the expiration of said sixty (60) day period.
In the event Consultant elects to receive any such Bonus in Common Stock and/or
Class A Stock of TLX, the same shall be valued at the latest closing price of
such Common Stock and/or Class A Stock, as the case may be, on (i) the American
Stock Exchange (or other principal stock exchange on which TLX's Common Stock
and/or Class A Stock is listed or, (ii) if not so listed, on the NASDAQ National
Market System ("NMS") or any comparable system if listed thereon, or (iii) if
not quoted on the NMS or a comparable system, at the mean between the average of
the high and low bid and asked prices on the over-the-counter market) on the
date of Consultant's election. If there is no trade on such date on any such
exchange or market, then the value shall be the closing price on the date on
which it last traded. Consultant may direct TLX to issue some or all of such
shares to ▇▇▇▇▇▇ in lieu of Consultant.
(e) TLX may make appropriate deductions from the said payments required
to be made in this Paragraph 3 to Consultant, to comply with all governmental
withholding requirements.
The payments provided in Paragraph 3(a) shall be made in equal monthly
installments on the 15th day of each month. The payments provided to be made to
Consultant pursuant to said Paragraph 3(a) and the maximum Bonus payable under
Paragraph 3(c) shall each be appropriately adjusted upward ("CPI Adjustment")
for inflation at the beginning of each calendar year commencing in 2005 based on
the United States Department of Labor Bureau of Labor Statistics, Consumer Price
Index, United States City Average, all items (2004=100). The CPI Adjustment
shall be paid retroactively when determined, for payments already made in the
applicable calendar year. Consultant may direct TLX to pay 95% of all payments
under Paragraphs 3(a), (b) and (c) directly to ▇▇▇▇▇▇ so long as ▇▇▇▇▇▇ is
alive, and following such death, all such payments shall be made directly to
Consultant.
Consultant shall also be entitled to reimbursement from TLX for the amount
of the social security payments payable by ▇▇▇▇▇▇, if any, based on amounts paid
to him by Consultant from amounts paid to Consultant under this Agreement to the
extent such social security payments would have been made by TLX if the
applicable portion of the Fees under Paragraph 3(a) were paid by TLX directly to
▇▇▇▇▇▇ as a salary. Any such reimbursement payable by TLX hereunder shall be
grossed up to take into account and reimburse Consultant for any tax
consequences resulting to ▇▇▇▇▇▇ therefrom. The amount of such reimbursement
may be made by TLX directly to ▇▇▇▇▇▇ at ▇▇▇▇▇▇'▇ request.
This Agreement shall not be deemed abrogated or terminated if TLX, in its
discretion, shall determine to increase the compensation of Consultant for any
period of time, or if Consultant shall accept such increase.
(f) If, during the Term of this Agreement, Consultant or ▇▇▇▇▇▇ on
behalf of Consultant shall be prevented from performing or be unable to
perform, or fail to perform his duties by reason of illness or any other
incapacity or disability, the payments and/or benefits provided in Paragraphs 3
and 4 and elsewhere in this Agreement to be made or provided to Consultant,
shall continue to be made or provided to Consultant for the balance of the Term,
without any reduction whatsoever, at the same times, in the same manner, and in
the same amounts as provided in Paragraphs 3 and 4 and elsewhere in this
Agreement, except that all benefits shall be paid directly to ▇▇▇▇▇▇ or to
Consultant on behalf of ▇▇▇▇▇▇. If ▇▇▇▇▇▇ shall die during the Term, TLX shall
pay to Consultant an amount equal to the aggregate payments provided to be made
under Paragraphs 3 (a), (b) and (c) that otherwise would have been payable to
Consultant during the Term but for ▇▇▇▇▇▇'▇ death, for the balance of the Term
through December 31, 2011, without any reduction whatsoever. In calculating the
respective payments hereunder to be made under Paragraphs 3(b) and 3(c), such
amounts shall respectively equal (i) the highest Profit Participation provided
for in Paragraph 3(b) hereof and (ii) the highest Bonus payment provided for in
Paragraph 3(c) hereof, received in each case by Consultant or ▇▇▇▇▇▇ during the
seven (7) year period preceding ▇▇▇▇▇▇'▇ death (including for this calculation
any payments of Profit Participation and Bonus paid to ▇▇▇▇▇▇ under any prior
employment and consulting agreements). Such payments of the amounts provided in
Paragraphs 3(a), (b) and (c) shall be made at the same times, in the same
manner, and in the same amount as provided in Paragraph 3(a) and for the amounts
in Paragraphs 3 (b) and (c) as adjusted herein.
4. (a) TLX will continue to furnish to Consultant (provided ▇▇▇▇▇▇ is
insurable) a policy of life insurance upon ▇▇▇▇▇▇'▇ life, the term of which
shall continue during the Term through December 31, 2011. Such policy shall
provide that Consultant, upon the expiration of said policy, shall have a
conversion right privilege, if same is available. Said policy shall provide for
a death benefit of $250,000 payable as follows:
Sixty (60%) percent of the death benefit of such policy to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇'▇ wife, and in such event the remaining forty (40%) percent of such death
benefit shall be equally divided among his surviving issue, per stirpes and not
per capita. In the event that ▇▇▇▇▇▇'▇ wife shall predecease ▇▇▇▇▇▇, then such
policy shall provide that the entire death benefit payable thereunder shall be
payable in equal shares to ▇▇▇▇▇▇'▇ surviving issue, per stirpes and not per
capita. If ▇▇▇▇▇▇ shall not be insurable, or if the amount of such insurance is
less than $250,000, then, upon ▇▇▇▇▇▇'▇ death during the Term hereof, TLX shall
in every event, pay to Consultant the amount of such uninsured portion within 30
days after ▇▇▇▇▇▇'▇ said death. Notwithstanding the foregoing, Consultant
hereby directs that any such uninsured portion be paid directly to ▇▇▇▇▇▇'▇ said
widow and/or issue as provided above in this Paragraph 4(a). For example, if
the amount of insurance is $130,000, then $120,000 shall be paid by TLX to
▇▇▇▇▇▇'▇ said widow and/or issue within 30 days after ▇▇▇▇▇▇'▇ death.
(b) TLX shall also provide to or on behalf of Consultant during the
Term, at TLX's expense, medical insurance coverage for ▇▇▇▇▇▇ and his wife
at least at the same levels as in effect for ▇▇▇▇▇▇ on the date immediately
preceding the execution of this Agreement, as well as any other group insurance
plan, hospitalization plan (subject to Medicare reimbursements), medical service
plan or any other benefit plan which TLX may have in effect during the Term.
Included in such plans and benefits that TLX will make available or pay to
▇▇▇▇▇▇ are travel and accident insurance and Christmas bonuses to the extent the
same are made available or paid to the senior executives of TLX. Consultant
shall also be entitled for the benefit of ▇▇▇▇▇▇ to any other insurance and
other employee benefits, including life insurance on ▇▇▇▇▇▇'▇ life, which are
available to senior executives of TLX. Notwithstanding the foregoing,
Consultant acknowledges and agrees that (i) Consultant is accepting $50,000 of
group term life insurance on ▇▇▇▇▇▇'▇ life in place of the larger amount of
group term life that ▇▇▇▇▇▇ otherwise would be entitled to if employed by TLX
and (ii) Consultant and ▇▇▇▇▇▇ are not entitled to participate in TLX's existing
pension plan. TLX shall continue to pay for and/or reimburse ▇▇▇▇▇▇ or ▇▇▇▇▇▇'▇
widow for premiums paid (similarly grossed up for tax purposes) for a second to
die life insurance policy on their lives which is presently in place. ▇▇▇▇▇▇'▇
widow shall also be entitled to receive health benefits as and to the extent
provided by resolution of the Board of Directors of TLX adopted on September 23,
1999, notwithstanding the earlier termination of this Agreement.
5. TLX agrees that during the Term hereof it shall provide ▇▇▇▇▇▇ with
appropriate secretarial and administrative support, office space and office
equipment in connection with the services to be performed under this Agreement.
TLX shall also reimburse ▇▇▇▇▇▇ directly for all out-of-pocket expenses incurred
by ▇▇▇▇▇▇ in furtherance of the business and activities of TLX, including
travel, board and hotel expenses. During the Term hereof, there shall be
allowance for ▇▇▇▇▇▇ for reasonable periods of vacations for ▇▇▇▇▇▇'▇ services
not in excess of a total of six (6) weeks in any one year. TLX shall also
furnish ▇▇▇▇▇▇ with a car and driver, as may be requested by ▇▇▇▇▇▇ during the
Term hereof for use by ▇▇▇▇▇▇ in connection with his services to Consultant for
TLX hereunder.
6. A waiver by either party of any of the terms and conditions of this
Agreement in any instance shall be in writing and shall not be deemed or
construed to be a waiver of such term or condition for the future, or of any
subsequent breach thereof.
7. Any and all notices required or permitted to be given hereunder shall be
in writing and shall be deemed to have been given when deposited in the United
States mails, certified or registered, addressed as follows:
To: Consultant c/o ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
and
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
To TLX: Trans-Lux Corporation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Att: President
Either party may, by written notice to the other, change the address to
which notices are to be addressed.
8. TLX may itself, or through any of its subsidiaries or affiliates, make
payment to Consultant of the compensation due it hereunder, provided, however,
that if such payment be made by a company other than TLX, that fact shall not
relieve TLX of its obligations hereunder, except with respect to the extent of
the amounts so paid.
9. The provisions hereof shall be binding upon and shall inure to the
benefit of Consultant, and its successors and TLX and its successors, and ▇▇▇▇▇▇
to the extent ▇▇▇▇▇▇ is entitled to direct payments for reimbursement and/or
benefits as a third party beneficiary hereof. During the Term of this
Agreement, if TLX shall at any time be consolidated or merged into any other
corporation, or if substantially all of the assets of TLX are transferred to any
other corporation, the provisions of this Agreement shall be binding upon and
inure to the benefit of the corporation resulting in such merger, or to which
such assets shall have been transferred, and this provision shall apply in the
event of any subsequent merger, consolidation or transfer.
10. Whenever in this Agreement the term "issue" is used it shall mean
natural issue except in the case of ▇▇▇▇▇▇'▇ grandchildren issue shall include
grandchildren legally adopted by ▇▇▇▇▇▇'▇ natural children.
11. This Agreement contains all the understandings and agreements arrived
at between the parties in relation to the subject matter and supersedes any and
all prior understandings and agreements, except it does not affect any insurance
agreements with ▇▇▇▇▇▇. The invalidity or unenforceability of any provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
12. This Agreement shall not be varied, altered, modified, changed or in
any way amended, except by an instrument in writing, executed by the parties
hereto, or their legal representatives.
IN WITNESS WHEREOF, Consultant has executed and TLX has caused its
President, on its behalf, to execute this Agreement, on the day and year first
above written.
TRANS-LUX CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Title - Executive Vice President
MOVING IMAGES, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Title - Manager
December 1, 2004
Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇▇▇:
Reference is made to your consulting agreement effective as of June 1, 2003.
We hereby mutually agree such consulting agreement is terminated effective
December 1, 2004 simultaneously with our entering into a new consulting
agreement with Moving Images, LLC. It is understood such termination shall not
affect any insurance or other agreements between Trans-Lux Corporation and you
nor any amounts accrued or outstanding and not paid to you as of such
termination date under such terminated consulting agreement. In addition, to
the extent you have deferred the start of increases of fees under such
terminated consulting agreement, in the event and to the extent Trans-Lux
Corporation retroactively pays deferred amounts of increases under employment
agreements with executive officers, you shall likewise be entitled to receive
the amount deferred by you for periods preceding the effective date of
cancellation of your consulting agreement. Please acknowledge below your
acceptance of this letter.
Trans-Lux Corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Executive Vice President
Accepted and Agreed:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇