Retainer Agreement [Amendment No. 6] - Regent Pacific Management Corp. and Verity Inc.
March 4, 2003
Mr. Charles P. Waite, Jr., Director
Mr. Steven M. Krausz, Director
Verity, Inc.
894 Ross Drive
Sunnyvale, CA 94089
RE: Sixth Amendment to Retainer Agreement between Regent Pacific Management
Corporation and Verity, Inc.
This Sixth 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, March 12, 1999, February 9, 2000, and
March 13, 2001 and June 10, 2002 (the "Original Retainer Agreement", "First
Amendment", "Second Amendment", "Third Amendment", "Fourth Amendment" and "Fifth
Amendment" respectively). Except for the amendments expressly contained herein,
the Original Retainer Agreement, First Amendment, Second Amendment, Third
Amendment, Fourth Amendment and Fifth Amendment shall remain in full force and
effect.
1. The paragraph of the Original Retainer Agreement as amended by the First
Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth
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 ninety-one (91) months through February 28,
2005, including services covering a non-cancelable period beginning on
July 31, 1997 and ending on February 28, 2004 (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, Second Amendment, Third Amendment, Fourth Amendment and Fifth
Amendment entitled "Term of Agreement" is hereby amended in its entirety as
follows:
"Term of Agreement: The term of this agreement shall be for ninety-one
(91) months through February 28, 2005, 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 ninety-one (91) 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 ninety-one (91) month period by providing
written notice to Regent Pacific at any time on or before February 28,
2004. 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, 2004.
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
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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
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THE FOREGOING IS HEREBY APPROVED AND AGREED TO:
Dated: March 4, 2003
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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
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