Looking for an agreement? Search from over 1 million agreements now.

Consulting & Separation Agreement

This is an actual contract by Sport Supply Group.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
CONSULTING AND SEPARATION AGREEMENT


This CONSULTING AND SEPARATION AGREEMENT (this "Agreement") is made and entered into effective as of the 16th day of September 1994 (the "Effective Date"), by and between Sport Supply Group, Inc., a Delaware corporation (the "Company") and Jerry L. Gunderson ("Gunderson").


WHEREAS, the Company and Gunderson entered into that certain Employment Agreement dated as of January 1, 1994, a copy of which is attached hereto as Exhibit A, whereby Gunderson was employed as a Vice President of the Company's Gold Eagle Professional Golf Products Division (the "Employment Agreement").


WHEREAS, the Company and Gunderson entered into that certain Commission Agreement dated as of January 1, 1994, a copy of which is attached hereto as Exhibit B (the "Commission Agreement").


WHEREAS, the Company and Gunderson desire to terminate the Employment Agreement and Commission Agreement and enter into this Agreement.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Resignation. Gunderson hereby resigns, effective immediately, as an
officer and employee of the Company, including without limitation his
position as Vice President of the Company's Gold Eagle Professional
Golf Products Division.


2. Consulting Agreement. Gunderson hereby agrees to provide consulting
services to the Company pursuant to the following terms:


a. Extent of Services. Gunderson agrees to provide consulting
services to the Company from the date hereof through
December 31, 2004 (the "Consulting Period") and shall
report to the Company's senior executive officers. During
such time, Gunderson agrees to promptly respond to all
reasonable business-related requests from the Company's
senior executive officers, and perform such duties or
responsibilities as are reasonably requested by any of the
Company's senior executive officers, including without
limitation, assisting the Company in procuring
experienced/used golf balls and entering into concession
agreements with country clubs and golf courses. Gunderson
further acknowledges and agrees that he is not and will not
represent himself as an agent of the Company or its
Affiliates and shall have no authority to bind the Company
or its Affiliates in any manner without the prior written
authorization of a senior executive officer of the Company.
Gunderson further agrees to uphold his duty of loyalty to
the Company, its management, and its business and
proprietary interests during the Consulting Period. The
inability of Gunderson to render services to the Company


1 2
by reason of other employment, vacation, partial or
permanent disability or incapacity shall not constitute a
failure by Gunderson to perform his obligations hereunder
and shall not be deemed a breach or default by him
hereunder, so long as Gunderson responds to the Company's
request and provides such consulting services within a
reasonable period of time thereafter.


b. Compensation. As compensation for the performance of
Gunderson's services as a consultant hereunder, the Company
shall pay Gunderson an amount equal to $40.00 per hour for
each hour Gunderson actually provides consulting services
to the Company in accordance with the terms of this
Agreement (the "Consulting Compensation"). The Consulting
Compensation will accrue and be payable to Gunderson in
arrears in accordance with the payroll practices of the
Company in effect from time to time during the Consulting
Period, less such amounts required to be withheld or
deducted therefrom. In addition, the Company will
reimburse Gunderson for his reasonable travel and business
expenses incurred in connection with providing consulting
services hereunder. All requests for reimbursement shall
be in writing and supported by invoices, receipts or
similar documentation, and shall otherwise be in compliance
with the Company's policy regarding reimbursement.


3. Separation Benefits. Subject to the terms and conditions of this
Agreement, the Company will provide Gunderson with the following:


a. Cash Payments.


(i) The Company will deliver to
Gunderson a check in an amount not to exceed $4,000 within
10 days of the Company's receipt of all of Gunderson's
invoices or similar documentation relating to reimbursable
business expenses incurred on or before September 19, 1994
by Gunderson for the Company's benefit;


(ii) No later than the 1st day of each
calendar month (beginning on October 1, 1994 and ending on
December 1, 1994), the Company will pay Gunderson $6,000
(such payments are collectively referred to herein as the
"Advances");


(iii) No later than March 1, 1995, the
Company will pay Gunderson an amount equal to the
difference between (1) $.005 multiplied by the number of
experienced/used golf balls in excess of 3 million sold by
the Company's Gold Eagle Professional Golf Products
Division and Second Chance Division to one or more
unaffiliated third parties between January 1, 1994 and
December 31, 1994 less (2) $39,750;


(iv) No later than March 1, 1995, the
Company will pay Gunderson an amount equal to the
difference between (1) $.005 multiplied by the number of


2 3
experienced/used golf balls sold by the Company's Gold
Eagle Golf Products Division and Second Chance Division to
one or more unaffiliated third parties between January 1,
1994 and December 31, 1994 less (2) $50,000 less (3) the
aggregate amount of all Advances paid to Gunderson; and


(v) The Company will pay Gunderson 120
equal monthly installments of $7,287.88 no later than the
last day of each calendar month, with the first payment
being made on January 31, 1995 and the last payment being
made on December 31, 2004.


For purposes of this Agreement, an experienced/used golf ball shall be deemed "sold" when it has been properly invoiced and shipped by the Company. All payments to Gunderson pursuant to this Agreement will be (i) deemed to have been made if a check made payable to Gunderson for the appropriate amount has been deposited in the U.S. mail and addressed to Gunderson at his address set forth in Section 15 hereof, provided sufficient funds are available to clear such check in the ordinary course of business after being deposited in a financial institution and (ii) subject to deduction and withholding required by applicable law.


b. Health Benefits. So long as the Company provides health
insurance benefits for its employees, the Company will
permit Gunderson and his spouse on the Effective Date to
participate in the health insurance plans which are
regularly maintained by the Company for its employees, and
will pay the insurance premiums relating thereto (except as
provided below), until the earlier of (i) December 31,
2004, (ii) the date Gunderson becomes eligible to
participate in the health insurance plan of another
employer or (iii) the date of Gunderson's death. Gunderson
agrees to notify the Company within 15 days of becoming
eligible to participate in the health insurance plan of
another employer if such coverage occurs prior to December
31, 2004. To the extent Gunderson was obligated to pay
premiums relating to health insurance coverage as an
employee or such premiums were deducted from Gunderson's
salary, Gunderson will continue to be so obligated to pay
such premiums or promptly reimburse the Company therefor.
Notwithstanding the foregoing, if the Company's health
insurance plan or health insurance provider will not permit
Gunderson and/or Gunderson's spouse to remain on the
Company's health insurance plan, the Company shall pay
Gunderson (prior to the last day of each month that he and
his spouse are not permitted to remain on such plan) an
amount equal to the amount the Company would contribute to
Gunderson's (or Gunderson's spouse) health insurance
premiums as if Gunderson was an employee of the Company at
such time until the earlier of (i) December 31, 2004, (ii)
the date Gunderson becomes eligible to participate in the
health insurance plan of another employer or (iii) the date
of Gunderson's death. Gunderson shall be responsible for
filing all necessary notices under the terms of any
applicable policy or plan and for the timely payment of any
premiums due and timely and proper filing of any claims.
Gunderson will be responsible for the payment of any and
all tax liabilities relating to the provision


3 4
of health benefits hereunder and such payments will be
subject to any deduction and withholding required by
applicable law.


4. Covenants and Agreements of Gunderson. Gunderson acknowledges and
agrees that the Separation Benefits set forth in Section 3 hereof and
the other consideration he has accepted and received pursuant to this
Agreement are not otherwise due to him. In consideration for the
payments and other consideration reflected in Section 3 of this
Agreement, the receipt and sufficiency of which are hereby
acknowledged, Gunderson voluntarily and knowingly:


a. Nondisparagement of Company. Agrees that after the date
hereof, he will not say, publish or do anything that casts
the Company or any of its Affiliates (as defined in Section
23 hereof), any of its products or the industry or
management of the Company or any of its Affiliates in an
unfavorable light, or disparage or injure the Company's or
any of its Affiliate's goodwill, business reputation or
relationship with existing or potential suppliers, vendors,
customers, employees, contractors, investors or the
financial community in general, or the goodwill or business
reputation of the Company's or any of its Affiliate's
employees, officers, directors, consultants or contractors.
Notwithstanding the foregoing, nothing herein shall
prohibit Gunderson from truthfully testif
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |