Retainer Agreement [Amendment No. 4] - Regent Pacific Management Corp. and Verity Inc.
[REGENT PACIFIC MANAGEMENT CORPORATION LETTERHEAD]
March 12, 2001
Mr. Charles P. Waite, Jr., Director
Mr. Steven M. Krausz, Director
Verity, Inc.
894 Ross Drive
Sunnyvale, CA 94089
RE: FOURTH AMENDMENT TO RETAINER AGREEMENT BETWEEN REGENT PACIFIC MANAGEMENT
CORPORATION AND VERITY, INC.
This Fourth 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 April 13, 1998, March 12, 1999 and February 9, 2000 (the
"Original Retainer Agreement", "First Amendment", "Second Amendment" and "Third
Amendment" respectively). Except for the amendments expressly contained herein,
the Original Retainer Agreement, First Amendment, Second Amendment and Third
Amendment shall remain in full force and effect.
1. The paragraph of the Original Retainer Agreement as amended by the First
Amendment, Second Amendment and Third 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 sixty-one (61) months, including services
covering a non-cancelable period beginning on July 31, 1997 and ending on
February 28, 2002 (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 payment 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, Second Amendment and Third Amendment entitled "Term of Agreement" is
hereby amended in its entirety as follows:
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[REGENT PACIFIC(R) MANAGEMENT CORPORATION LOGO]
"TERM OF AGREEMENT: The term of this agreement shall be for sixty-one (61)
months, unless earlier terminated in accordance with this paragraph.
Regent Pacific hereby commits the availability of its resources to Verity
under this agreement for the full sixty-one (61) 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 sixty-one (61)
month period by providing written notice to Regent Pacific at any time on
or before February 28, 2002. 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, 2002. 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: March 13, 2001
VERITY, INC.
(Signifies full agreement with all terms and conditions)
By: /s/ CHARLES P. WAITE By: /s/ STEVEN M. KRAUSZ
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Charles P. Waite, Jr., Director Steven M. Krausz, Director
on Behalf of the Board of Directors on Behalf of the Board of Directors