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Contract Termination/consulting Agreement

This is an actual contract by Bayport Restaurant Group.
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CONTRACT TERMINATION/CONSULTING AGREEMENT


THIS Agreement is made and entered into as of the date stated below by and between Landry's Seafood Restaurants, Inc., a Delaware corporation (the "Company"), and David J. Connor ("Consultant").


W I T N E S S E T H:


WHEREAS, the Company proposes to acquire Bayport Restaurant Group, Inc. ("Bayport") through the merger of a subsidiary of the Company with and into Bayport (the "Merger");


WHEREAS, Consultant is presently the Chairman and Chief Executive Officer of Bayport;


WHEREAS, the Company wishes to retain the services of Consultant, and Consultant is willing to perform services for the Company, upon the terms and conditions hereinafter set forth;


WHEREAS, Consultant will acquire during the course of Consultant's consulting with the Company certain valuable and confidential information concerning the Company, the suppliers and employees of the Company, and the products and services provided by the Company, the revelation of which would damage the business, goodwill, and competitive position of the Company; and Consultant will develop personal contacts with the suppliers and employees of the Company during the course of Consultant's consulting with the Company which are vital to the Company's business;


WHEREAS, Consultant possesses similar confidential information and has developed similar relationships with respect to the business of Bayport, and the Company will pay fair value for such information and relationships in connection with the Merger;


NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the parties do hereby agree as follows:


1. TERMINATION OF EMPLOYMENT CONTRACT. The Company and Consultant agree that on the effective date of the Merger, the existing Employment Agreement between Consultant and Bayport dated April 1, 1995 shall terminate, and neither Bayport nor the Company, nor any successor of Bayport or affiliate of the Company, nor Consultant will have any further rights or obligations thereunder. In consideration of such agreement of Consultant: (a) the Company shall pay to Consultant at the closing of the Merger the amount of $1,800,000 by wire transfer of immediately available funds to an account designated by Consultant; and (b) the Company shall provide for the full vesting as of the closing of the Merger of all options to acquire stock of Bayport (which as of the closing of the Merger shall be converted into options to acquire stock of the Company) which have been granted to Consultant and such options shall remain exercisable for the time periods stated therein without regard to Consultant's employment with Bayport or the Company.


2. ENGAGEMENT. The Company hereby engages Consultant, and Consultant hereby accepts such engagement and agrees to perform the consulting services specified herein, upon the terms and conditions hereinafter set forth.


3. TERM. The term of Consultant's engagement under this Agreement shall be for a period of two (2) years, beginning on the effective date of the Merger; provided, however, that the Company may terminate Consultant's engagement under this Agreement prior to the end of such term by immediately paying to Consultant a lump sum payment equal to the then present value of the remaining payments due Consultant under Section 5 hereof, using a 7% discount rate (the "Termination Payment"); PROVIDED, FURTHER, in the event of the death of the Consultant, the Company shall pay to the Consultant's estate the Termination Payment. Upon expiration or termination of the term of this Agreement as provided above, the parties shall have no further rights or obligations hereunder, save and except the obligation of the Company to pay to Consultant amounts described in the prior sentence, and the obligations of Consultant under Sections 9 and 10 hereof.


4. CONSULTING SERVICES. Consultant agrees to perform such consulting services relating to the Company's business as may be requested from time to time by the President of the Company. Consultant shall make himself available to the Company to perform such services during normal business hours, upon reasonable notice by the Company. The Company shall not require Consultant to travel excessively in order to perform his services hereunder, and, to the extent practicable, Consultant may perform such services by telephone. Consultant shall be free to dispose of such portion of his time, energy, and skill that he is not obligated to devote to the Company hereunder in such manner and to such persons or Business Entities (as hereinafter defined) as he sees fits, subject, however, to the provisions of Sections 9 and 10 of this Agreement. Consultant shall at all times perform his services hereunder in a professional manner. Consultant shall take all steps necessary for the reporting and payment of any income taxes of Consultant arising out of this Agreement.


5. COMPENSATION. The Company shall pay to Consultant, as his entire compensation for all services rendered hereunder, a consulting fee of ten thousand dollars ($10,000.00) per month, payable on the first day of each calendar month during the term hereof. The fee payable for the first and last months during the term of this Agreement shall be prorated to reflect the number of days during those months actually covered by the term of this Agreement.


6. OTHER BENEFITS. As an independent contractor of the Company, Consultant shall not be entitled to participate in any benefit programs established for the employees of the Company.


7. EXPENSES. During the period of Consultant's engagement by the Company hereunder, Consultant is authorized to incur reasonable expenses in connection with any consulting services requested by the Company, including expenses for entertainment, travel, and similar items. The Company will reimburse Consultant for all such expenses upon presentation


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to the Company of an itemized account of such expenses. No expense in excess of $250 will be reimbursed unless such expense has been approved by the President of the Company.


8. DEFINITIONS. As used in this Agreement, the following words or phrases sha
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