EXTENT REQUIRED TO ASSERT OR
PROTECT THE RIGHTS OF THE COMPANY IN SUCH DISPUTE) PUBLICLY DISCLOSE OR
OTHERWISE MAKE AVAILABLE TO THIRD PARTIES (EXCEPT THE COMPANY'S COUNSEL OR OTHER
ADVISERS, PROVIDED THE COMPANY INFORMS THEM OF THIS PROVISION) ANY ADVICE,
EITHER ORAL OR WRITTEN, OR WORK PRODUCT WHICH ADVISOR PROVIDES TO THE COMPANY IN
CONNECTION WITH THIS AGREEMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF ADVISOR.
ADVISOR ACKNOWLEDGES AND UNDERSTANDS THAT THE COMPANY IS REQUIRED TO ANNOUNCE
ADVISOR'S APPOINTMENT AS CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER AND
TO DESCRIBE AND FILE THIS AGREEMENT IN A CURRENT REPORT ON FORM 8-K FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.
B.
NOTHING IN THIS AGREEMENT SHALL RESTRICT
ADVISOR FROM CONDUCTING ITS BUSINESS WITH OTHERS IN UNDERTAKINGS SIMILAR TO THIS
AGREEMENT; PROVIDED THAT ADVISOR SHALL
4
TREAT AS CONFIDENTIAL ANY NON-PUBLIC INFORMATION SUPPLIED BY THE COMPANY UNLESS
DISCLOSURE THEREOF HAS BEEN AUTHORIZED BY THE COMPANY.
10.
ASSIGNMENT & BENEFIT:
THE BENEFITS OF THIS
AGREEMENT SHALL INURE TO THE RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS OF THE
PARTIES HERETO, AND THE OBLIGATIONS AND LIABILITIES ASSUMED IN THIS AGREEMENT BY
THE PARTIES HERETO SHALL BE BINDING UPON THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
THIS AGREEMENT MAY NOT BE ASSIGNED WITHOUT THE PRIOR WRITTEN CONSENT
OF THE NONASSIGNING PARTY (OR PARTIES), WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD.
IN THE CASE OF SUCH AN ASSIGNMENT, THE COMPANY HEREBY GUARANTEES
PAYMENT OF ANY FEES AND EXPENSES DUE TO ADVISOR PURSUANT TO THE TERMS OF THIS
AGREEMENT.
11.
AMENDMENT:
THIS AGREEMENT MAY NOT BE
AMENDED OR MODIFIED EXCEPT IN A WRITING SIGNED BY THE PARTIES.
12.
NATURE OF RELATIONSHIP:
A.
THE ADVISOR WILL PROVIDE THE SERVICES
CONTEMPLATED HEREUNDER TO THE COMPANY AS AN INDEPENDENT CONTRACTOR.
THE
ADVISORY RELATIONSHIP BETWEEN ADVISOR AND THE COMPANY REFERS TO THE FACT THAT
THE SERVICES TO BE PROVIDED BY ADVISOR HEREUNDER ARE TO BE PROVIDED SOLELY BY
ADVISOR, AND THAT THE FEES TO BE PAID BY THE COMPANY HEREUNDER ARE SOLELY FOR
THE BENEFIT OF ADVISOR.
THERE MAY BE OTHER SERVICES WHICH ARE REQUIRED TO BE
PROVIDED TO THE COMPANY IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT, AND WHICH WILL BE PROVIDED BY OTHERS (E.G., INDEPENDENT AUDITORS OR
APPRAISERS).
B.
THE ADVISOR IS ENGAGED AS AN INDEPENDENT
CONSULTANT AND NOT AN EMPLOYEE OF THE COMPANY.
COMPANY SHALL NOT WITHHOLD OR
PAY PAYROLL OR EMPLOYMENT TAXES OF ANY KIND WITH RESPECT TO ANY AMOUNTS PAID
UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, FICA, FUTA, FEDERAL AND
STATE PERSONAL INCOME TAX, STATE DISABILITY INSURANCE TAX, AND STATE
REEMPLOYMENT INSURANCE BENEFITS TAX.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN,
COMPANY SHALL NOT PROVIDE ADVISOR WITH WORKERS COMPENSATION, REEMPLOYMENT
BENEFITS OR ANY OTHER BENEFITS, INCLUDING, BUT NOT LIMITED TO, HEALTH, LIFE AND
DISABILITY INSURANCE, SALARY, BONUSES, VACATION, SICK AND OTHER LEAVES OF
ABSENCE, AND RETIREMENT PLAN BENEFITS.
ADVISOR SHALL MAKE ALL FILINGS WITH AND
PAYMENTS TO THE INTERNAL REVENUE SERVICE AND STATE AND LOCAL TAXING AUTHORITIES
AS ARE APPROPRIATE TO ADVISOR'S STATUS AS AN INDEPENDENT CONTRACTOR.
ADVISOR
SHALL