Agreement Between Waverly, Inc. and David J. Callard
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Waverly, Inc. ('Waverly') and David J. Callard (DJC') have discussed ways in
which DJC will assist Waverly in 1998. Such assistance shall include working
with senior management in the following areas: monthly review of 1998 results
and plans as well as longer range strategic plan for 1998-2000; merger,
acquisition, joint venture, financing, recapitalization and investment
opportunities involving Waverly ('Waverly acquisition and development
opportunities' or 'Waverly A&D'); and active involvement in oversight of the
Waverly business through continued service as Chairman of the Executive
Committee. Waverly and DJC wish to continue the retainer relationship which has
been renewed annually since 1990.
Waverly shall retain DJC as a financial and business advisor at an annual
compensation rate of $50,000; retainer payment shall be made quarterly in
advance. Waverly and DJC will review quarterly the amount of time spent by DJC
on Waverly projects and mutually agree whether adjustment of the retainer amount
is appropriate for that quarter. Waverly shall reimburse all reasonable expenses
incurred by DJC in carrying out his duties under the retainer agreement.
Waverly shall, also, pay DJC for assistance with specific Waverly A&D projects.
Such additional payments (contingent or otherwise) will be determined by mutual
at the outset of each project and shall reflect the complexity and size of each
project and DJC's role.
Waverly shall have the right to determine whether it wants DJC to have an active
role in any Waverly A&D project. DJC and Waverly wish to ensure that Waverly
does not become obligated to pay double fees in any A&D transaction. The parties
shall designate Waverly A&D projects in which DJC shall participate by
memorandum agreement which shall, also, describe such additional compensation
arrangements as are mutually acceptable.
The retainer arrangement set forth herein shall have a term of one year from
January 1, 1998. Should DJC's future employment result in his not being
available to carry out his duties hereunder, either party may terminate the
retainer arrangement with retainer compensation prorated to date of termination
and with additional compensation paid where DJC has substantially completed work
on a Waverly A&D opportunity which is closed subsequent to termination.
Notwithstanding any other provision of this Agreement, Waverly and DJC agree
that retainer payments for services performed in 1998 pursuant to this Agreement
shall be deducted from payment of the $400,000 contingent fee provided for in
the November 4, 1997 letter agreement attached hereto as Exhibit A.
This amended agreement represents the renewal provided for in the November 1990
agreement with certain modifications which are acceptable to both parties.
/s/ David J. Callard December 12, 1997
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David J. Callard Date
/s/ William M. Passano, Jr. December 12, 1997
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William M. Passano, Jr. Date
Advisory Agreement - Waverly Inc. and David J. Callard
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