(15)
DAY PERIOD TO CURE OR REMEDY SUCH CAUSE; PROVIDED FURTHER, THAT THE BOARD OF
COMPANY SHALL HAVE THE SOLE DISCRETION TO DETERMINE WHETHER SUCH CAUSE IS
SUBJECT TO CURE, AND IF SO, WHETHER THE CONSULTANT SUCCESSFULLY EFFECTED A CURE
FOLLOWING NOTICE.
TERMINATION OF THIS AGREEMENT FOR CAUSE SHALL INCLUDE THE
IMMEDIATE AND PROSPECTIVE TERMINATION OF ANY FURTHER PAYMENTS OR OTHER
CONSIDERATION RECITED IN PARAGRAPH 4 OF THIS AGREEMENT (INCLUDING SUBPARTS).
2
C.
DEATH OR DISABILITY.
UPON CONSULTANT'S DISABILITY (AS DEFINED IN
PARAGRAPH 5.B. OF THE EMPLOYMENT AGREEMENT) OR DEATH:
(I) THE COMPANY MAY
IMMEDIATELY AND PROSPECTIVELY TERMINATE ANY FURTHER PAYMENTS OR OTHER
CONSIDERATION RECITED IN PARAGRAPHS 4.B., 4.C., 4.D., AND/OR 4.E. OF THIS
AGREEMENT, BY WRITTEN NOTICE TO CONSULTANT OR HIS ESTATE OR GUARDIAN, AS
APPLICABLE EXCEPT THAT ANY CONSIDERATION EARNED AND/OR BILLED PRIOR TO THE DATE
OF DISABILITY OR DEATH, BUT NOT YET PAID, SHALL BE PAID IN THE NORMAL COURSE
WHEN DUE; AND (2) THE COMPANY SHALL NOT BE RELIEVED FROM THE OBLIGATION TO PAY
THE M&A CONSULTING FEE AS REQUIRED BY PARAGRAPH 4.A. OF THIS AGREEMENT, TO
CONSULTANT OR HIS ESTATE OR GUARDIAN, AS APPLICABLE, PROVIDED, HOWEVER, THAT
SUCH M&A CONSULTING FEE SHALL BE REDUCED TO THE AMOUNT OF TWO HUNDRED THIRTY-ONE
THOUSAND AND NO/100 DOLLARS ($231,000.00), AND COMPANY SHALL NOT BE REQUIRED TO
PAY IN EXCESS OF THAT REDUCED AMOUNT.
D.
INFORMATION RETURN.
UPON TERMINATION OF THIS AGREEMENT FOR ANY
REASON, CONSULTANT SHALL IMMEDIATELY RETURN ALL COMPANY PROPERTY, DOCUMENTS AND
BUSINESS INFORMATION TO THE COMPANY, AS DIRECTED.
4.
CONSIDERATION.
A.
M&A CONSULTING FEE.
THE COMPANY SHALL PAY CONSULTANT THE TOTAL
SUM OF TWO HUNDRED AND SIXTY-NINE THOUSAND, FIVE HUNDRED AND NO/100 DOLLARS
($269,500.00) FOR M&A CONSULTING UNDER THIS AGREEMENT (THE "M&A CONSULTING
FEE").
THE M&A CONSULTING FEE WILL BE PAID OUT OVER A TWENTY-FIVE (25) MONTH
PERIOD, IN MONTHLY INSTALLMENTS OF TEN THOUSAND, SEVEN HUNDRED AND EIGHTY
DOLLARS AND NO/100 ($10,780.00), WITH THE FIRST PAYMENT TO BE MADE ON JUNE 30,
2008 AND THE LAST PAYMENT TO BE MADE ON JUNE 30, 2010.
B.
SUCCESS FEE.
THE COMPANY SHALL PAY CONSULTANT A FEE FOR
ORIGINATING MERGER AND ACQUISITION TRANSACTIONS THAT ARE CONSUMMATED BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES (THE "SUCCESS FEE"), AS FOLLOWS:
I.
THE COMPANY SHALL PAY CONSULTANT A FEE EQUAL TO 3% OF THE FIRST
$1 MILLION, 2% OF THE SECOND $1 MILLION, AND 1% OF EVERY $1 MILLION ABOVE THE
FIRST $2 MILLION, BASED ON THE TOTAL VALUE (AS DEFINED BELOW) OF EACH
TRANSACTION THAT CONSULTANT ORIGINATES:
(A) BETWEEN APRIL 30, 2008 AND JUNE 30,
2010, FOR THOSE TRANSACTIONS THAT CLOSE PRIOR TO JUNE 30, 2011; AND/OR (B) PRIOR
TO APRIL 30, 2008, BUT WITH NO DETAILED FINANCIAL INFORMATION SUBMITTED, THAT
CLOSE PRIOR TO JUNE 30, 2011.
THE "TOTAL VALUE" OF A TRANSACTION IS DETERMINED
BY THE AMOUNT OF CASH PAID BY THE COMPANY OR ITS SUBSIDIARY, THE MERCHANTABLE
SECURITIES OR EQUITY INSTRUMENTS ISSUED BY THE COMPANY OR ITS SUBSIDIARY, THE
AMOUNT OF DEBT INSTRUMENTS ISSUED BY THE COMPANY