INDEPENDENT CONTRACTOR CONSULTING
AGREEMENT
THIS INDEPENDENT
CONTRACTOR CONSULTING AGREEMENT (“Agreement”) is made
between SILVERLEAF RESORTS, INC., a Texas corporation
(“Silverleaf”) and THOMAS J. MORRIS
(“Consultant”).
A. Silverleaf
is engaged in the business of operating private membership resorts
and vacation properties; and
B. Silverleaf
and Consultant desire to terminate Consultant’s current
employment as October 31, 2002, and to enter into this Agreement
for consulting services as November 1, 2002, upon the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, in
consideration of the mutual promises contained herein, the parties
agree as follows:
Section 1. Retention . Consultant
is hereby retained as a consultant of Silverleaf, effective as of
the Effective Date and for a term ending March 15, 2004 (the
“Term”), unless earlier terminated pursuant to the
termination provisions of this Agreement.
Section 2. Duties . Consultant and
Silverleaf agree that Consultant shall be primarily responsible for
obtaining additional credit facilities for Silverleaf’s
operations, the hedging of Silverleaf’s credit facilities,
lender relations and other similar matters. Consultant shall also
consult with Silverleaf and its personnel in Dallas, Texas,
concerning Silverleaf’s financial condition, its secured debt
facilities and the related collateral, its unsecured debt, its
business plan and ongoing viability and offers from any potential
acquirers. Consultant further agrees to spend a minimum of two full
business days per week at Silverleaf’s Dallas offices.
Employee further agrees that he will promote the best interests and
welfare of Silverleaf and shall perform any and all duties to the
best of his abilities. The Consultant shall:
(a)
Regulatory Laws : Abide by all applicable statutes,
rules and regulations of each State in which services may be
rendered; and
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CONTRACTOR AGREEMENT — Page 1
(b)
Silverleaf Rules : Abide by all rules and regulations
issued by Silverleaf, which are pertinent to Consultant’s
duties and obligations.
Section 3. Compensation . As
compensation for the services rendered pursuant to this Agreement
for the Term hereof:
(a)
Consulting Fee : Silverleaf shall pay Consultant the sum
of Sixteen Thousand, Six Hundred, Sixty-Seven and No/100 Dollars
($16,667.00) per month, payable in semi-monthly payments on the 1st
and 15th days of each month.
(b)
Expenses : Silverleaf shall also reimburse Consultant
for all reasonable expenses incurred by Consultant on behalf of
Silverleaf in accordance with such guidelines as Silverleaf may
establish from time to time, including travel, lodging, meals and
similar items.
(c) Success
Bonuses : If, during the Term of this Agreement, Consultant
is successful in obtaining one or more new credit facilities for
Silverleaf which are approved by the Board of Directors, including
any new off balance sheet facilities, Silverleaf agrees to pay a
success bonus to Consultant on the closing of each new facility
that equals or exceeds at least $50,000,000.00 in principal amount,
computed as follows: (1) $100,000.00 if the facility equals or
exceeds $50,000,000.00 but does not exceed $100,000,000.00; or (2)
one-tenth of one percent (1/10 th of
1%) of the principal amount if the facility exceeds
$100,000,000.00. The success bonus shall be computed based on only
the principal amount of the new facility that the lender is
obligated to advance. The success bonus shall also not apply to any
extensions or renewals of the principal amounts of
Silverleaf’s current credit facilities.
Section 4. Confidentiality
.
(a)
Nondisclosure and Nonuse : Consultant acknowledges that
during his services for Silverleaf, he may have access to and
become acquainted with Silverleaf Confidential Information, as
defined below. Except as Consultant’s duties during his
services for Silverleaf may require or Silverleaf may otherwise
consent in writing, Consultant agrees that he shall not at any time
disclose or use, directly or indirectly, either during or
subsequent to his services for Silverleaf, any Silverleaf
Confidential Information.
(b)
Confidential Information : For purposes of the foregoing
provisions, “Silverleaf Confidential Information” shall
mean (1) any and all confidential and proprietary business
information and trade secrets concerning the business and affairs
of Silverleaf and its affiliates, including but not limited to all
marketing, sales and lead generation techniques, know-how and
studies, customer and lead lists, current and anticipated customer
requirements, price lists, business plans, training programs,
computer software and
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CONTRACTOR AGREEMENT — Page 2
programs, and
computer software and data-base technologies, systems, structures
and architectures (and related processes, formulae, compositions,
improvements, devices, know-how, inventions, discoveries, concepts,
ideas, designs, methods and information), (2) any and all
information concerning the business and affairs of Silverleaf and
its affiliates (including but not limited to their historical
financial statements, financial projections and budgets, historical
and projected sales, capital spending budgets and plans, the names
and backgrounds of key personnel, personnel training and techniques
and materials, however documented), and (3) any and all notes,
analysis, compilations, studies, summaries, and other material
prepared by or for Silverleaf and its affiliates containing or
based, in whole or in part, on any information included in the
foregoing.
Section 5. Non-Interference .
Consultant further agrees that during the Term of this Agreement
and for six (6) months thereafter, Consultant shall not,
either on his own account or jointly with or as a manager, agent,
officer, employee, consultant, partner, joint venturer, owner or
shareholder or otherwise on behalf of any other person, firm or
corporation: (1) carry on or be engaged or interested directly
or indirectly in, or solicit, the manufacture or sale of goods or
provision of services to any person, firm or corporation which, at
any time during his employment has been or is a customer or in the
habit of dealing with Silverleaf or its affiliates in their
business, (2) endeavor, directly or indirectly, to canvas or
solicit in competition with Silverleaf or its affiliates or to
interfere with the supply of orders for goods or services from or
by any person, firm or corporation which during the Term of this
Agreement has been or is a supplier of goods or services to
Silverleaf or its affiliates, or (3) directly or indirectly
solicit or attempt to solicit away from Silverleaf or its
affiliates any of its officers, employees or independent
contractors or offer employment or business to any person who, on
or during the 6 months immediately preceding the date of such
solicitation or offer, is or was an officer, employee or
independent contractor of Silverleaf or its affiliates.
Section 6. Injunctive Relief .
Consultant acknowledges that a breach of Sections 4 or 5
hereof would cause irreparable damage to Silverleaf and/or its
affiliates, and in the event of Consultant’s breach of the
provisions of Sections 4 or 5 hereof, Silverleaf shall be
entitled to a temporary restraining order and an injunction
restraining Consultant from breaching such Sections without the
necessity of posting bond or proving irreparable harm, such being
conclusively admitted by Consultant. Nothing shall be construed as
prohibiting Silverleaf from pursuing any other available remedies
for such breach, including the recovery of actual damages from
Con
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