Sample Business Contracts

Consulting Agreement - Topps Co. Inc. and Seymour Berger

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                              CONSULTING AGREEMENT

     CONSULTING AGREEMENT, entered into as of the 31st day of December, 1997, by
and between THE TOPPS COMPANY,  INC., a Delaware  corporation with an address at
One Whitehall Street,  New York, NY 10004-2109  ("Topps") and SEYMOUR BERGER, an
individual with a residence at 36 Whitehall  Road,  Rockville  Centre,  NY 11570

     WHEREAS,   Berger   is   a   long-time   employee,   and   currently   Vice
President-Sports and Licensing of Topps;

     WHEREAS,  Berger has decided to retire from Topps  effective as of December
31, 1997;

     WHEREAS,  Topps wishes to retain Berger's services as a Consultant to Topps
for the three-year period commencing on January 1, 1998, so that it can continue
to benefit from his knowledge of Topps and the  industries in which it operates,
and from his  expertise in the field of  licensing,  on the terms and subject to
the conditions set forth below; and

     WHEREAS,  Berger  desires to provide  consulting  services  to Topps on the
terms and conditions set forth in this Agreement.


     NOW,  THEREFORE,  in  consideration of the mutual promises and covenants of
the  parties  set forth  below and other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties hereto do
hereby agree as follows:

          1.  Engagement Term.  Topps hereby engages Berger,  and Berger hereby
accepts such engagement on the terms and conditions  hereinafter  provided, as a
consultant to Topps for the period (the "Term")  commencing January 1, 1998 (the
"Commencement Date") and ending on December 31, 2000 (the "Termination Date").

          2. Scope and Performance Services.

               (a) In the performance of services to Topps,  Berger shall not be
required to provide  consulting  or advisory  services to anyone  other than the
Chairman of the Board (the  "Chairman") of Topps.  Berger shall promote the name
and goodwill of Topps in a professional manner throughout the baseball community
and other sporting communities and shall, upon Topps' reasonable request, attend
events such as those  identified in paragraph 2(b) of this Agreement,  and shall
maintain contacts with key people in the baseball and other sporting communities
in which Topps currently has business  relationships.  Berger shall also provide



such other  licensing,  marketing  and  sports-related  consulting  and advisory
services as are  reasonably  requested  by the Chairman in  accordance  with the
terms of this Agreement.

               (b) Among the events  Berger may be requested to attend on behalf
of Topps are:

                    (i) the World Series;

                    (ii) the Baseball All-Star Game;

                    (iii) the Super Bowl;

                    (iv) Baseball Spring Training;

                    (v) Baseball winter meetings;

                    (vi) Baseball farm directors and scouting directors meeting;

                    (vii)  such  other  sports   functions  as  are   reasonably
identified from time to time by the Chairman.

               (c) Berger's duties shall not require that he provide  consulting
services  on more  than 90 days for each of the first  and  second  twelve-month
periods during the term and 45 days for the third twelve-month period during the
term.  Travel  days and  partial  days count as "days" for the  purposes of this


paragraph.  After the first two years of the term,  if Topps has not  authorized
Berger to attend two-thirds of the events described in paragraph  2(b)(i),  (ii)
and  (iii)above,  Berger  shall (by giving  written  notice at any time  between
January  1, 2000  through  January  10,  2000) be  entitled  to  terminate  this
Agreement and accelerate and receive within 10 days of Berger's  written notice,
all amounts which would  otherwise be due under  paragraph  3(a) hereof  through
December  31,2000,  and Topps shall continue to fulfill its obligation to Berger
under paragraph 3(c) hereof as if the Agreement had continued  through  December

               (d) Topps shall make  available to Berger office space and access
to secretarial  assistance consistent with his needs in its Manhattan,  New York

               (e) In the event that Arthur Shorin, at any time during the Term,
is no longer  Chairman  of the Board of Topps,  Berger may elect to perform  his
services hereunder solely by telephone.

               (f) During such time as Berger continues as a member of the Board
of  Directors  of Topps,  he shall be treated in all respects and given the same
compensation as other non-employee members of the Board of Directors.

          3. Consulting Fees.

               (a) In  consideration  for the  services to be rendered by Berger
hereunder,  Topps shall pay Berger an annual  consulting  fee during the Term as

                  First 12-month period of agreement - $115,000 per annum

                  Second 12-month period of Agreement - $100,000 per annum

                  Third 12-month period of Agreement - $75,000 per annum

Payment  for  each  year  shall be made pro  rata on a  semi-monthly  basis,  in
accordance  with normal  payroll  practices.  Payment  shall be made directly to
Berger at the  address set forth on page 1 hereof,  or by hand to Berger,  or at
such other place as Berger may designate in writing.

               (b) As soon as  practicable  after  January 1, 1998,  Topps shall
transfer  ownership and title to Berger in the vehicle currently leased by Topps
for Berger free and clear of all liens.

               (c) As a retired  employee  of Topps,  Berger  shall  immediately
enroll in Medicare  and Topps shall place  Berger in its Blue  Cross/65  Special
Plan or any  replacement or successor plan  implemented by Topps during the term
of this  Agreement for retired  persons.  During the Term,  Topps will reimburse


Berger for medical,  dental and vision expenses not otherwise  reimbursed  under
such Plan,  upon the submission of proper  documentation,  on the same terms as,
and subject to the  limitations  contained  in, and for so long as such benefits
are covered  under  Topps'  special  medical  reimbursement  plan for  officers,
subject to a maximum  annual  reimbursement  of  $20,000.  In the event Topps no
longer provides  officers a special medical  reimbursement,  Topps shall have no
further obligations to Berger under the preceding sentence.

               (d) Berger shall cease to  participate in all Topps benefit plans
effective  December  31,  1997,  except to the  extent  the terms of such  plans
otherwise  provide benefits to similarly  situated former  employees,  or as set
forth in paragraph 3(c) above.

               (e)  Notwithstanding  anything contained in this Agreement to the
contrary,  Topps shall be required to perform all of its obligations  under this
Agreement  and to  continue  to make all of the  payments  required  under  this
Agreement in the event of Berger's death, disability,  injury, sickness,  health
problem, incapacity or inability to perform.


               (f) Topps may  terminate  this  Agreement,  without  any  further
obligation  to  Berger,  on 10 days  written  notice  only for  cause as  herein
defined.  Cause shall be deemed to occur only where Topps reasonably and in good
faith  determines that termination of this Agreement is appropriate by reason of
Berger's  conviction of a misdemeanor of moral turpitude or felony. In addition,
in the event Topps  reasonably and in good faith determines that Berger has been
acting in a manner that is detrimental  to Topps,  Topps shall have the right to
terminate the Agreement on 10 days' written notice, provided that it accelerates
and pays Berger, within 10 days of Topps written notice, all amounts which would
otherwise be due under  paragraph  3(a) hereof  through  December 31, 2000,  and
provided  further that Topps shall  continue to fulfill its obligation to Berger
under paragraph 3(c) hereof as if the Agreement had continued  through  December
31, 2000.

          4.  Expenses.  Berger  shall be  reimbursed  for all  reasonable  and
customary  actual  out-of-pocket  expenses  incurred  by him in  performing  the
services  required by this Agreement,  including,  but not limited to, air fare,
meals,  entertainment and tips, lodging and ground transportation  (unrelated to
office  commuting) and all other reasonable and customary  actual  out-of-pocket


expenses, provided all expenses in excess of $125.00 have been authorized by the
Chairman. Topps shall reimburse Berger for his authorized expenses as heretofore
provided  within  thirty (30) days of its receipt of  Berger's  expense  report,
subject  to  provision  of  appropriate  receipts  and  other  documentation  in
accordance  with  Topps  practice  applicable  from time to time to comply  with
applicable law regarding  deduction of business expenses.  Payment shall be made
directly to Berger at the address set forth on page 1 hereof,  or by hand, or at
such other place as Berger may designate in writing.

          5. Confidentiality; Ownership of Materials.

               (a) Any and all  information  about  Topps'  business,  which  is
either (i) provided to Berger by Topps, or (ii) learned by Berger as a result of
or in  connection  with his  prior  employment  or this  Agreement,  other  than
information which is otherwise generally known or becomes generally known to the
public,  or  which  is made  known  to  Berger  by a third  party  not  under an
obligation of  confidentiality  to Topps or which is required to be disclosed by
law or legal process, shall be kept in the strictest confidence by Berger, shall
not be divulged and shall not be used by Berger for any purpose whatsoever other
than  the  performance  of  his  duties  pursuant  to  this  Agreement.   Berger


acknowledges  that  Topps  would  not have an  adequate  remedy at law for money
damages in the event that the  covenants  set forth in this  paragraph  were not
performed in  accordance  with their terms and,  therefore,  Berger  agrees that
Topps shall be entitled to specific  performance  of the terms  hereof  (without
being  required to post a bond or other  security in  connection  therewith)  in
addition to any other remedy to which it may be entitled, at law or in equity.

               (b) All  Topps  property,  including  Berger's  work  product  in
connection with his employment with Topps and in connection with his performance
of services under this Agreement, shall be the exclusive property of Topps. Upon
the  termination  of this Agreement and upon Topps'  written  request,  all such
materials shall be promptly delivered to Topps.

          6. Release.

               (a) In  consideration  for the  payment  of $10,000 on January 8,
1998,  Berger hereby  releases,  subject to expiration of the seven day right of
revocation  referenced in such paragraph 6(b),  Topps, its officers,  directors,
employees,  subsidiaries,  divisions,  agents,  and trustees and  administrators
under all Topps employee benefit plans,  from all claims,  actions and causes of


action he or his agents,  executives,  heirs, or assigns had, has or could have,
whether known or unknown, arising on or prior to his execution of this Agreement
out of his  employment  with Topps and the  termination  of that  employment  on
December 31, 1997,  including,  but not limited to, all claims arising under the
Older  Workers  Benefit  Protection  Act of  1990,  the  Age  Discrimination  in
Employment  Act of 1967, as amended (29 U.S.C. sec. 626), Title VII of the Civil
Rights Act of 1964,  as amended,  the New York Human  Rights Law,  the  Employee
Retirement  Income Security Act of 1974, as amended,  the Worker  Adjustment and
Retraining   Notification  Act  or  any  other  state,  federal,   local,  equal
employment,  fair employment  statute or under common law,  including claims for
wrongful  discharge.  Berger  understands  and agrees that,  by  executing  this
Agreement and release,  Berger is giving up all right to further employment with
Topps and Berger agrees that he will not apply for,  solicit,  seek or otherwise
attempt to obtain  employment with Topps, its affiliates,  subsidiaries,  parent
corporations or successors.  Notwithstanding the foregoing, nothing herein shall
be considered as a release of:


               (i) any rights  Berger has for  eligible  reimbursement  expenses
incurred on or prior to his termination date;

               (ii) any rights Berger has regarding corrections of errors and/or
omissions relating to wages, payroll taxes, and personnel records;

               (iii)  any  rights  to  indemnification  Berger  may  have  under
applicable  laws  or  Topps'  certificate  of  incorporation,   by-laws,   Board
resolutions or otherwise, by virtue of his employment with Topps, his service as
an officer of Topps,  his  service  as a member of the Board of a  Directors  of
Topps,  to the extent such  indemnification  is made  available  to other former
officers and directors.

               (iv) Berger's right to enforce the provisions of Topps release to
Berger or of any other provision of this Agreement.

               (b) Berger hereby agrees and acknowledges  that he has been given
at least 21 days in which to consider  signing this  Agreement  and Release.  He
understands that in the event he executes this Agreement and Release within less
than 21 days of the date of its delivery to Berger,  he  acknowledges  that such


decision was entirely voluntary and that he had the opportunity to consider this
Agreement and Release for the entire 21-day period.  He acknowledges that he has
had the  opportunity to consult with an attorney of his choice  concerning  this
Agreement  and Release.  He has  carefully  read and fully  understands  all the
provisions  of this  Agreement and Release and he is entering into the Agreement
and Release voluntarily.  He acknowledges that the consideration he is receiving
in exchange for executing this Release is greater than that he would be entitled
to in the  absence of this  Release.  He  understands  that if he  revokes  this
Agreement and Release, his termination of employment will nevertheless remain in
full  force  and  effect  and he will not be  entitled  to the  consulting  fees
specified  in the  Agreement.  He has not  relied  upon  any  representation  or
statement,  written or oral,  not set forth in this  Agreement  and Release.  He
acknowledges  that this  Agreement  and Release sets forth the entire  Agreement
between Topps and Berger and that it may not be changed  orally.  He understands
that he has the right to revoke this  Agreement and Release within 7 days of his
signing it, and that this  Agreement and Release  shall not become  effective or
enforceable until this 7-day period has expired. He has carefully read and fully


understands all of the provisions of this Agreement and Release.

               (c)   Topps   hereby   releases   Berger   (together   with   his
beneficiaries,  heirs,  legal  representatives  and  assigns)  from all  claims,
actions and causes of action it had, has or could have, whether known or unknown
arising on or prior to its execution of this Agreement arising out of activities
undertaken in the normal course of his employment by Topps;  provided,  however,
that Topps shall not thereby  release  Topps' right to enforce the provisions of
Berger's release of Topps or of any other provision of this Agreement.

          7. Survivorship. Notwithstanding anything contained in this Agreement
to the  contrary,  in the case of  Berger's  death,  during  the Term,  Berger's
spouse,  designated beneficiaries or estate shall be entitled to receive any and
all  payments  remaining  to be made to Berger  under  paragraphs  3(a) and 3(c)
hereof, according to the payment schedule set forth therein.

          8. Notices.  All notices hereunder shall be hand delivered or sent by
certified or registered mail or overnight delivery,  against receipt,  addressed
to the  parties  as follows or to such  other  address as may be  designated  in


                           If to Topps:

                                      The Topps Company, Inc.
                                      One Whitehall Street
                                      New York, NY  10004-2109
                                      Attention:  Arthur T. Shorin, Chairman

                           If to Berger:

                                      Mr. Seymour Berger
                                      36 Whitehall Road
                                      Rockville Centre, NY  11570

          9. Assignment;  Binding Effect. This Agreement may not be assigned or
transferred by Berger nor may Berger hire any  subcontractors  or subconsultants
to perform services  hereunder,  without the prior written consent of Topps. Any
attempted violative assignment,  subcontract,  or transfer, whether voluntary or
by operation of law, shall be void and of no force or effect. This Agreement may
be assigned by Topps only to any entity  controlled by, under the control of, or
commonly controlled with, Topps;  provided,  however,  that notwithstanding such
assignment,  Topps shall remain obligated for all payments and other obligations


          10. Entire Agreement. This Agreement contains the entire understanding
and  agreement  between the parties  hereto with  respect to the subject  matter
hereof,  supersedes  all prior oral and written  understandings  and  agreements
relating thereto, and may not be modified, discharged, or terminated orally.

          11.  Relationship of the Parties. As of the Commencement Date, Berger
hereby  resigns  as an  employee  of  Topps,  and  shall no  longer be deemed an
employee of Topps. The services being performed hereunder are being performed as
an independent  contractor  and, as such,  Berger shall be  responsible  for the
payment  of all taxes  and  contributions.  Nothing  herein  contained  shall be
construed to constitute the parties hereto as partners or as joint venturers, or
either  as agent  of the  other,  and  neither  party  shall  have the  power or
authority  to assume or create any  obligations  or  responsibility  whatsoever,
express or  implied,  on behalf of or in the name of the other,  to the other in
any manner, or to make any representation,  warranty, or commitment on behalf of
the other.


          12.  Governing Law. This Agreement  shall be governed by and construed
in accordance  with the laws of the State of New York,  without giving effect to
principles of conflict of laws.

          13. Waivers.  Any waiver by either party of a breach of any provision
of this  agreement  shall not operate as or be  construed  to be a waiver of any
other breach of such  provision or of any breach of any other  provision of this
agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement  on one or more  occasions  shall not be  considered a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this agreement. Any waiver must be in writing.

          14.  Separability.  If any  provision  of this  Agreement is declared
invalid,  illegal,  or  unenforceable,  such  declaration  shall not,  in and of
itself, nullify the remaining provisions of this Agreement.  The balance of this
Agreement  shall remain in effect,  and if any provision is  inapplicable to any
person or circumstance,  it shall  nevertheless  remain  applicable to all other
persons and circumstances.


          15.  Counterparts.  This  Agreement may be executed in  counterparts,
each of which  shall be deemed an  original,  but both of which  together  shall
constitute one and the same instrument.

          16. Public Announcements.  Except as otherwise required by law, Topps
shall consult with Berger prior to making any public announcement regarding this
Agreement or the substance thereof.

          17. No Mitigation.  None of Topps'  obligations  under this Agreement
shall be subject to any obligation by Berger to mitigate.

          18.  No  Setoff.  Topps  shall not have the right to set off or apply
against any amounts  payable to Berger under this Agreement any amounts  claimed
to be owing at any time by Berger to Topps.

          19. Arbitration. Any controversy,  claim or dispute arising out of or
relating  to  this  Agreement  or the  breach,  termination,  enforceability  or
validity thereof, including without limitation the determination of the scope or
applicability of this agreement to arbitrate, shall be determined by arbitration
in New York City before one arbitrator. The arbitration shall be governed by the
commercial arbitration rules of the American Arbitration Association.  Any award


made by such  arbitrator  shall be final,  binding and  conclusive  on Topps and
Berger for all purposes,  and judgment upon the award rendered by the arbitrator
may be entered in any Court having jurisdiction thereof.  Topps and Berger shall
pay the cost of their own legal fees and expenses  incurred in  connection  with
such  arbitration;   provided,   however,   that  if  Berger  prevails  at  such
arbitration,  Topps shall  reimburse  Berger for all  reasonable  legal fees and
expenses incurred by Berger in connection with such arbitration. Berger shall be
deemed  to have  prevailed  only to the  extent  that a  final  judgment  of the
arbitrator is rendered in his favor.

          IN WITNESS  WHEREOF,  the parties hereto have caused this agreement to
be signed as of the date first above written.

                                            THE TOPPS COMPANY, INC.