Retainer Agreement [Amendment No. 3] - Regent Pacific Management Corp. and Verity Inc.
[REGENT PACIFIC LETTERHEAD]
February 9, 2000
Mr. Charles P. Waite, Jr., Director
Mr. Steven M. Krausz, Director
Verity, Inc.
894 Ross Drive
Sunnyvale, CA 94089
RE: THIRD AMENDMENT TO RETAINER AGREEMENT BETWEEN REGENT PACIFIC MANAGEMENT
CORPORATION AND VERITY, INC.
This Third Amendment to Retainer Agreement sets forth certain amendments to the
Retainer Agreement between Regent Pacific Management Corporation, a California
corporation ("Regent Pacific"), and Verity, Inc., a Delaware corporation, and
its wholly-owned and controlled subsidiaries (collectively, "Verity") dated July
31, 1997, as amended on April 13, 1998, and March 12, 1999 (the "Original
Retainer Agreement", "First Amendment" and "Second Amendment", respectively).
Except for the amendments expressly contained herein, the Original Retainer
Agreement and First Amendment and Second Amendment shall remain in full force
and effect.
1. The paragraph of the Original Retainer Agreement as amended by the First
Amendment and Second Amendment entitled "Fees" is hereby amended in its
entirety as follows:
"FEES: We have agreed to provide the work product included in this
agreement for a period of forty-nine (49) months, including services
covering a non-cancelable period beginning on July 31, 1997 and ending
on February 28, 2001 (the "Non-Cancelable Period"). This service shall
be $50,000 per week, payable in four (4) week increments, each to be
paid in advance of each Regent Pacific standard four-week billing
period. It is agreed and understood between us that the payments of
such cash fees are to be made immediately preceding the start of each
four-week billing period, and that failure to pay such periodic
payments when due shall constitute a breach of this agreement by
Verity. It is further understood that Regent Pacific's fees are to be
paid in advance of the work to be performed, and that the initial
payment is to be paid on or before July 31, 1997. It is further agreed
that such cash payments are earned in full upon receipt by Regent
Pacific, by virtue of our accepting this agreement and the
responsibilities it entails, and are nonrefundable."
2. The paragraph of the Original Retainer Agreement as amended by the First
Amendment and Second Amendment entitled "Term of Agreement" is hereby amended in
its entirety as follows:
"TERM OF AGREEMENT: The term of this agreement shall be for forty-nine
(49) months, unless earlier terminated in accordance with this
paragraph. Regent Pacific hereby commits the availability of its
resources to Verity under this
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agreement for the full forty-nine (49) month term of the engagement, or
for the full term of the agreement, if such term is extended by Verity as
provided in this paragraph. Verity may discharge Regent Pacific at any
time after the Non-Cancelable Period provided that Verity has delivered a
60-day written notice of intent to cancel this agreement. Verity may, at
its option, extend the term of this agreement for an additional twenty-six
(26) week period beyond the forty-nine (49) month period by providing
written notice to Regent Pacific at any time on or before February 28,
2001. If Verity elects to exercise its option to extend the term of this
agreement for such twenty-six (26) week period, the Non-Cancelable Period
also shall be extended automatically through August 31, 2001. Regent
Pacific may withdraw from this assignment at any time with Verity's
consent or for good cause without Verity's consent. Good cause also
includes Verity's breach of this agreement (including Verity's failure to
pay any invoice within five working days of presentation), or any fact or
circumstance that would render our continuing participation in the
assignment unethical or unlawful."
Very truly yours,
REGENT PACIFIC MANAGEMENT CORPORATION
By: /s/ GARY J. SBONA
-------------------------------------
Gary J. Sbona
Chairman and Chief Executive Officer
THE FOREGOING IS HEREBY APPROVED AND AGREED TO:
Dated February 9, 2000
VERITY, INC.
(Signifies full agreement with all terms and conditions)
By: /s/ CHARLES P. WAITE, JR.
-------------------------------------
Charles P. Waite, Jr.
Director, on Behalf of the Board of Directors
By: /s/ STEVEN M. KRAUSZ
------------------------------------
Steven M. Krausz
Director, on Behalf of the Board of Directors