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Consulting Agreement

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CONSULTING AGREEMENT


THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the 14th day of July, 1998, by and between Robert G. Roskamp ("Roskamp") and American Retirement Corporation, a Tennessee corporation ("ARC").


WITNESSETH:


WHEREAS, ARC, Freedom Group, Inc., a Florida corporation ("FGI"), and the shareholders of FGI have entered into that certain Agreement and Plan of Merger, dated as of May 29, 1998 (the "Merger Agreement"), to provide for the merger of FGI with and into ARC (the "Merger"); and


WHEREAS, the closing of the transactions contemplated by the Merger Agreement (the "Closing") are taking place as of the date hereof.


NOW, THEREFORE, to induce ARC to proceed with the Closing and the Merger and in consideration of such Closing and Merger, and in further consideration of the mutual covenants and agreements contained herein and in the Merger Agreement, and intending to be legally bound thereby, the parties hereto do hereby agree as follows:


1. Engagement as Consultant.


a. ARC hereby retains and engages Roskamp to render to ARC
consulting services in respect of the operations, properties, and
business of ARC as reasonably requested by ARC for a period ending on
the third anniversary of the date hereof (the "Consulting Term"). Such
services shall include, without limitation, (i) consultation with
respect to the development of new ARC projects, (ii) assistance in the
transition and integration of the operations of FGI with and into ARC,
and (iii) consultation in connection with applications for master trust
or condominium life estate concepts in developed or acquired
communities. Roskamp hereby accepts such engagement and agrees to
render such services upon the terms and conditions herein set forth.


b. At any time and from time to time during the Consulting
Term, at ARC's request, Roskamp agrees to assist and support ARC in any
manner reasonably requested in order to effectuate the transactions
contemplated by the Merger Agreement.


c. It is understood that Roskamp is to act as a consultant and
adviser to ARC and is not an employee, agent of, or co-venturer with
ARC in any respect. Roskamp shall have no right, authority, or power to
act for or on ARC's behalf. The relationship between ARC and Roskamp
shall be that of independent contractor.


2. Noncompetition and Nonsolicitation. For a period of three (3) years from the date hereof, Roskamp will not, directly or indirectly:


2


a. own, manage, operate, control, or participate in the
ownership, management, operation, or control of, or be connected as an
officer, employee, partner, director, consultant, or otherwise with, or
have any financial interest in or aid or assist anyone else in the
conduct of any independent living, assisted living, nursing home,
retirement community or any other business that is in competition in
any way with ARC, or any affiliate thereof (a "Competing Business"),
within a ten (10) mile radius of the operations or facilities of ARC,
or any affiliate thereof.


b. for so long as Roskamp is a director of ARC, and in
addition to subsection (a) above, own, manage, operate, control, or
participate in the ownership, management, operation, or control of, or
be connected as an officer, employee, partner, director, consultant, or
otherwise with, or have any financial interest in or aid or assist
anyone else in the conduct of any Competing Business outside of a ten
(10) mile radius of the operations or facilities of ARC, or any
affiliate thereof unless, prior to entering into, or agreeing to, any
such matter or arrangement, Roskamp first offers to ARC the right to
manage and acquire such Competing Business.


c. Notwithstanding anything in subsection 2(a) or (b) above to
the contrary, Roskamp shall be permitted to (i) retain his ownership
interests in the Currently Owned Communities, and (ii) own, manage,
operate, control, finance and be involved with any business or
enterprise that is located in Maricopa County, Arizona and that is
operated by a joint venture, partnership or company in which Sun Health
Properties Investment or its affiliates has a significant and
meaningful ownership and financial interest. As used herein, "Currently
Owned Communities" shall mean (i) Freedom Square, located in Seminole,
Florida, (ii) Seminole Nursing Pavilion, located in Seminole, Florida,
(iii) Freedom Village at Brandywine, located in Brandywine,
Pennsylvania, (iv) Sarasota Bay Club, located in Sarasota, Florida, (v)
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