Exhibit 10.19
CONSULTING AGREEMENT
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THIS CONSULTING AGREEMENT (the "Agreement"), made as of the 29th day of
February, 1996, between Koppers Industries, Inc., a Pennsylvania corporation
with its principal place of business at 000 Xxxxxxx Xxx., Xxxxxxxxxx,
Xxxxxxxxxxxx (the "Company"), and Xxxxxx X. Xxxxxx of Pittsburgh, Pennsylvania
(the "Consultant").
WHEREAS, the Consultant has been employed by and rendered services of
great value to the Company for more than 40 years;
WHEREAS, the Consultant has retired from the Company effective February
29, 1996;
WHEREAS, the Company desires to retain the benefit of the experience of
the Consultant;
WHEREAS, the Consultant is willing to provide services on the terms and
conditions set fort herein;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Services. Company hereby retains Consultant for the purpose of
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performing consulting services as follows:
a. Director and Chairman of the Board of Directors. Consultant shall
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serve as a Director and as Chairman of the Board of Directors of the Company
and, as Chairman, will be responsible for organizing board meetings and serving
as the Chairman at such meetings.
b. Other Consulting Activities. Consultant shall provide general
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consulting services to the Officers and management of the Company as requested,
including the following:
1. such services as may be required with respect to the Company's
relationship with The Broken Hill Proprietary Company Limited and Koppers
Australia Pty Ltd.;
2. act as the Company's Director of Koppers Australia Pty Ltd.;
3. such services as may be required with respect to the Company's
relationship with Cornerstone-Spectrum, Inc.; and
4. be responsible for the Company's community relations in
consultation with the Chief Executive Officer.
2. Term. This Agreement shall commence on March 1, 1996, and shall
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continue for a period of one (1) year. Thereafter, the Agreement shall be
extended automatically for four (4) additional periods of one (1) year each,
unless either party notifies the other in writing not less than sixty (60) days
prior to the expiration of the initial one (1) year term of the Agreement or not
less than sixty (60) days prior to the expiration of the then current one (1)
year extension period of the intention to terminate the Agreement.
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3. Compensation
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3.1 Consulting Fee. During each year of the term of this Agreement
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(which includes any renewal terms), Company will pay Consultant yearly
consulting fees, which fees may be increased at the discretion of the Board of
Directors, as follows:
a. $21,000 per year (or such other greater amount as may be established by
the Board of Directors) for Consultant's performance of his duties as a
Director of Company:
b. $20,000 per year (or such other greater amount as may be established by
the Board of Directors) for Consultant's performance of his duties as Chairman
of the Board of Company; and
c. $109,000 per year for Consultant's other activities.
3.2 Business Expenses. Consultant will be entitled to be reimbursed
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for ordinary and necessary business expenses incurred by Consultant in
connection with his performance of his duties, subject to Company's
reimbursement policies in effect from time to time.
4. Benefits. During the term of this Agreement (which includes any renewal
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terms) the Company will provide to Consultant;
a. membership in one (1) club of Consultant's choice located within the
city of Pittsburgh;
b. membership in one (1) country club of Consultant's choice;
c. health benefits of the Company as are provided to the executive
officers of the Company;
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d. an office in the City of Pittsburgh with appropriate secretarial
support;
e. one (1) parking space located conveniently to his office; and
f. financial planning, tax planning and tax and estate document
preparation services supplied by persons chosen by Consultant.
5. Non-Competition. In consideration of the Compensation paid to
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Consultant under this Agreement, which Consultant acknowledges to be adequate,
Consultant covenants and agrees that during the term of this Agreement and for
the "Noncompetition Period" defined below, the Consultant shall not engage,
directly or indirectly, whether as principal or as agent, officer, director,
employee, consultant, shareholder, or otherwise, alone or in association with
another person, corporation or other entity, in any business which competes with
the business or businesses of the Company. Consultant further agrees that during
the term of this Agreement and during the Noncompetition Period, Consultant
shall not, directly or indirectly, solicit the trade of, or trade with, any
customer, prospective customer, supplier, or prospective supplier of Company for
any business purpose other than for the benefit of Company.
For purposes of this Agreement, "Noncompetition Period" is defined as two
(2) years following the termination of this Agreement.
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6. Independent Contractor Status. Consultant acknowledges and agrees that
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the Company is not hiring him as an employee, but as an independent contractor.
As such, Consultant will be solely responsible for all income, social security,
unemployment and other taxes payable in connection with his compensation
hereunder.
7. Arbitration. Any controversy or claim arising out of or relating to
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this Agreement, or the breach thereof, shall be settled by arbitration before
one (1) arbitrator under the American Arbitration Association Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator may be
entered in any court of competent jurisdiction. Any arbitration shall be held in
Pittsburgh, Pennsylvania.
8. Entire Agreement. This Agreement constitutes the entire agreement
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between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement.
9. Amendment. This Agreement may be amended or modified only by a written
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instrument executed by both the Company and the Consultant.
10. Severability. The invalidity or unenforceability of any provision
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contained herein shall not effect the other provisions of this Agreement, and
such invalid or unenforceable provision shall be construed to be valid and
enforceable to the maximum extent permitted by law.
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11. Governing Law. This Agreement shall be construed, interpreted and
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enforced in accordance with the laws of the Commonwealth of Pennsylvania.
12. Successors and Assigns. This Agreement shall be binding upon, and
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inure to the benefit of, both parties and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
ATTEST: KOPPERS INDUSTRIES, Inc.
/s/ X. X. Xxxxxxx /s/ X. X. Xxxxxxx
By: ___________________________ By: _______________________________
/s/ X. X. Xxxxxxx /s/ X. X. Xxxxxxx
Name: _________________________ Name: _____________________________
VP and Secretary President
Title: ________________________ Title: ____________________________
WITNESS: CONSULTANT
/s/ Rose Xxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
_______________________________ ___________________________________
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[LETTERHEAD OF XXXXXX, XxXXXXX & XXXXXXXX]
October 14, 1997
Xxxxxx X. Xxxx
Koppers Industries, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Dear Xxx:
At our August 18, 1997 Board of Directors Meeting, the Board approved an
increase in Xxxxxx X. Xxxxxx'x Consulting Contract to $400,000 per year. This
contract includes director, chairman and consulting fees. Xxx Xxxxxx will also
participate in the 1997 Incentive Program on a pro rata basis with a target
participation level of 30%. The effective date of these changes is June 12,
1997.
If you have any questions about this matter please contact me.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
