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EXHIBIT 10.4
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made as of October 1, 2004
by and between Coleman Cable, Inc., a Delaware corporation ("Coleman"), and
David Bistricer, an individual (the "Consultant").
RECITALS
The Consultant is currently a director and significant stockholder of
Coleman and possesses considerable industry knowledge and experience that is
valuable to Coleman. Coleman desires to engage and retain Consultant so that
Consultant will continue to serve Coleman as a director and also to advise and
counsel Coleman on business planning and strategy, including advice on potential
acquisitions. Consultant desires to continue to serve as a director of Coleman
and to provide such advisory services.
NOW, THEREFORE, Coleman and Consultant hereby agree as follows:
1. Engagement and Status of Consultant. The engagement and appointment of
Consultant shall be on the following terms and conditions:
1.1. Engagement of Consultant. Effective October 1, 2004, Coleman
hereby engages, appoints, and retains the Consultant as its consultant and
advisor with respect to the matters set forth in Section 2 hereof, and the
Consultant hereby accepts such engagement, appointment and retention as a
consultant to Coleman upon such terms and conditions.
1.2. Status of Consultant. Consultant shall be an independent
contractor in the performance of his obligations hereunder. Consultant
shall not be considered an employee or agent of Coleman. Coleman shall not
withhold any income or employment taxes from amounts payable to Consultant
hereunder and Consultant shall be responsible for payment of all such
taxes arising therefrom. Coleman shall not make any contributions or
provide coverage for unemployment compensation, workers' compensation,
health insurance or any other benefits on Consultant's behalf.
1.3. Confidential Information. Consultant acknowledges that, by
reason of his duties pursuant to his engagement under this Agreement, he
has, and will continue to have, access to confidential information of
Coleman, including, without limitation, customer lists, information
pertaining to developments and improvements of existing services or
products, trade secrets and financial information. Consultant agrees that
he will not, during his engagement or after termination of such
engagement, for whatever reason, directly or indirectly, use for the
benefit of or disclose to any person, firm, corporation, partnership or
other entity any confidential information relating to the business or
affairs of Coleman or its affiliates without the express written consent
of Coleman. In addition to
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other remedies available to Coleman, at law or in equity, Coleman shall be
entitled to injunctive relief in any court of competent jurisdiction for
any breach by the Consultant of the provisions of this paragraph. Upon any
termination of this Agreement, or at the request of Coleman, Consultant
agrees to promptly deliver to Coleman, and not keep or deliver to any
person, firm, corporation, association or other entity, all property or
assets of Coleman in your possession or under your control, including,
without limitation, manuals, letters, notes, notebooks, price lists,
customer lists, reports and copies thereof and all written materials of a
confidential or proprietary nature relating to Coleman's or its
affiliates' business. Consultant also agrees not to retain any copies,
duplications, reproductions or excerpts of the foregoing materials.
2. Duties and Obligations of Consultant. Consultant shall (i) provide
Coleman with analysis and advice regarding strategy, planning, expansion and
acquisitions, (ii) provide such other advice and counsel as Coleman may
reasonably request of the Consultant with respect to the above and (iii)
continue to serve as a Director of Coleman.
3. Consulting Fees. In consideration of Consultant providing the
designated services for Coleman as set forth herein, Coleman agrees to pay the
Consultant an annual fee in the amount of $250,000, payable quarterly, beginning
October 1, 2004.
4. Reimbursement of Expenses. With the advance approval of Coleman,
Coleman shall reimburse Consultant for all reasonable out-of-pocket business
expenses incurred in connection with his services to be rendered hereunder
including reasonable airfare, hotel, meals, telephone and supplies.
5. Duration and Termination. The duration and terms of termination of the
Consultant's engagement under this Agreement shall be as follows:
5.1. Term. The engagement of the Consultant shall continue for a
term commencing on the date of this Agreement and ending on September 30,
2005 (the "Term").
5.2. Termination. Beginning October 1, 2005, the term of this
Agreement shall be extended automatically






