CONSULTATION CONTRACT
This is an agreement signed this 27th day of January, 1997, between
Roanoke Gas Company ("Company") and X. Xxxxxxx Xxxxx ("Retired Director").
In consideration of the premises and the mutual promises and covenants
of the parties to this contract, it is agreed as follows:
1. Engagement: The Company agrees to engage the Retired Director
and the Retired Director agrees to serve the Company as a
consultant.
2. Term: The term of this agreement shall commence on February 1,
1997 and shall continue for ten years until January 31, 2007.
3. Services: The Retired Director shall use his best efforts on a
strictly part-time basis to consult with the Company and help the
Company on such matters as the Company deems reasonably
appropriate. By example, the Company may request the Retired
Director to help the Company improve a business relationship with
another business in the operating area of the Company, etc.
4. Compensation: As compensation for the services to be rendered by
the Retired Director, the Company shall pay the Retired Director
compensation at the rate of $7,200.00 per year for each year this
agreement is in effect, such compensation to be paid on a monthly
basis on the first day of each month this agreement is in effect.
5. Expenses: The Retired Director shall also be entitled to
reimbursement for all reasonable expenses necessarily incurred by
him in the performance of his duties upon presentation of a
voucher indicating the amount and business purposes. Such
expenses must normally be approved in advance by a person or
persons designated by the Company.
6. Termination: Either party may terminate this agreement upon any
annual, anniversary date of signing of this agreement. Further,
this agreement shall be terminated upon the death or complete
disability of the Retired Director. The foregoing
notwithstanding, this agreement shall be terminated upon the
expiration of ten years from the anniversary date of signing of
this agreement, whether or not the Retired Director is deceased
or permanently disabled at that time. Finally, this agreement is
immediately terminable by the Company, if the Retired Director
directly or indirectly competes with the Company or reveals
confidential information of the Company to an organization,
person or entity which is directly or indirectly competing with
the Company. Upon any termination under this agreement, the
Retired Director shall be entitled to compensation through the
date of termination.
7. Successors and Assigns: This agreement shall inure to the
benefit of and be binding upon the parties hereto; their
successors and heirs.
8. Applicable Law: This agreement shall be governed by the laws of
Virginia.
ROANOKE GAS COMPANY
s/Xxxxx X. Xxxxxx
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President
s/X. Xxxxxxx Izard
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Retired Director
