EXHIBIT 10.24
CONSULTANT AGREEMENT
This Consultant Agreement (the "Agreement") is entered into as of this
1st day of January, 1995 by and between CHEMICAL XXXXXX CORPORATION, a
Pennsylvania corporation (the "Company"), and XXXXXX XxXXXXXX (the
"Consultant").
WITNESSETH
WHEREAS, the parties hereto desire to enter into an agreement whereby
the Consultant shall act from time to time as an independent contractor for the
Company in providing to the Company consulting services relating to the business
of the Company under the terms hereof;
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties, intending to be legally bound, agree as follows:
1. Compensation. The Company agrees to pay the Consultant the fees set
forth in Exhibit A attached hereto.
2. Services Rendered.
(a) Consultant shall perform such consulting services as the Company
may request from time to time in order to assist the Company in its operations,
including, without limitation, assistance and advice with respect to
acquisitions, investment banking matters, general corporate finance matters and
the management of the Company's, and its subsidiaries', pension plans.
(b) It is understood by the parties that Consultant shall have the
right to provide services to other parties and shall have no duty to accept any
assignment requested by the Company; provided, that upon acceptance by
Consultant of a specific assignment from the Company the Consultant shall use
his best efforts to complete such assignment and shall devote his full time and
energies to its completion.
(c) Consultant shall have no right or power to bind or commit the
Company to any act, service or other contractual commitment; nor may Consultant
amend, modify or terminate any contract between the Company and any third party.
3. Termination. This Agreement may be terminated by either party upon
eighteen (18) months prior written notice to the other party.
4. Indemnification. The Consultant agrees to indemnify and hold
harmless the Company and its shareholders, directors, officers and employees
from and against any and all costs, damages, liabilities or other expenses
(including attorneys' fees) arising out of any claims, investigations, actions
or proceedings related to or in connection with the Consultant's negligent
performance hereunder.
5. No Waiver. Either party's failure to insist upon strict compliance
with any provision of this Agreement shall not constitute or be deemed a waiver
of any of its rights under this Agreement, any law, custom, usage or rule to the
contrary notwithstanding. Delay or omission by either party with respect to any
breach or default under this Agreement or in the enforcement of any other right
shall not affect any rights it may have with respect to any subsequent breaches
or defaults. Any election by such party to exercise any remedy available by law
or contract shall not be deemed a waiver of nor preclude exercise of any other
remedy.
6. Governing Law. This Agreement shall be governed as to its validity,
interpretation and effect by the internal laws of the Commonwealth of
Pennsylvania.
7. Relationship of the Parties. The Consultant's engagement by the
Company under this Agreement is strictly for the purposes and to the extent set
forth in this Agreement. The Consultant's relationship to the Company is solely
that of an independent contractor. The Consultant shall not be considered an
employee or agent of the Company under this Agreement or otherwise. The
Consultant acknowledges that as an independent contractor, the Consultant will
not be provided any benefits which the Company provides to its employees,
including but not limited to health insurance or other health care benefits,
sick leave, vacation or holiday leave. Without limiting the foregoing, the
Consultant shall be responsible for the timely payment of his own
self-employment and income taxes and the Company shall not deduct or withhold
from any amount payable to the Consultant under this Agreement any tax or
employee benefit payments.
8. Successors and Assigns. This Agreement is binding upon Consultant,
and inures to the benefit of the Company, and their respective successors and
assigns. Any reference to the Company shall be deemed to include any successor
by merger or consolidation with the Company.
9. Entire Agreement. Except as provided herein, this Agreement contains
the entire agreement between the parties with respect to the subject matter
hereof. No promises, inducements or representations not contained or referenced
in this Agreement shall be of any force or effect or binding on the parties.
Modifications, amendments and waivers of any term of this Agreement must be in
writing and signed by the Company and the Consultant.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date and year first above written.
CHEMICAL XXXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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(Vice) President
/s/ Xxxxxx XxXxxxxx
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Xxxxxx XxXxxxxx
EXHIBIT A
COMPENSATION
Subject to the fulfillment of the terms and conditions set forth in
the Agreement, the Company shall pay the Consultant (i) a monthly fee in an
amount equal to Sixty Thousand Dollars ($60,000), which monthly fee shall be
paid on the first business day of each calendar month commencing January 1,
1995; (ii) a bonus for the Company's fiscal year ending December 31, 1994 in an
amount equal to Five Hundred Thousand Dollars ($500,000), which bonus shall be
paid on January 2, 1995 and (iii) such additional bonuses as the Board of
Directors of the Company shall determine from time to time and at any time.
