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Exhibit 10.2
May 8, 1998
RE: Consulting Agreement
Dear Xxxx:
This letter, upon your written acceptance and return to me of a copy
hereof, will confirm our understanding and constitute as agreement between
Wolverine Tube, Inc. (the "Company") and Xxxx X. Xxxxxxx ("Consultant")
pursuant to which Consultant will provide consulting services to the Company
that are in addition to those services provided by Consultant in his capacity
as a non-executive Chairman of the Board of Directors ("Board") and certain
committees of the Board (the "Agreement"), as follows:
1) Consultant agrees to provide consulting services to the Company
concerning management succession and such other tasks as may be discussed with
him by the Chief Executive Officer of the Company (the "Services"). Consultant
will provide these services on days on which the Board or a committee on which
Consultant is a member does not meet. Consultant agrees that during the term of
this Agreement he will make reasonable efforts to make himself available to the
Company to provide such Services upon the request of the Chief Executive
Officer of the Company.
2) This agreement is for an indefinite term commencing on the date hereof.
Either party, however, with ten (10) days' written notice, may terminate the
Agreement.
3) For Services rendered under this Agreement, the Company agrees to pay
to Consultant a fee of two thousand dollars ($2,000.00) per day. The Company
further agrees to reimburse Consultant for reasonable expenses incurred by
Consultant in providing the Services.
4) Payment of the fees earned by Consultant pursuant to this Agreement
will be deferred until the date specified by Consultant on the attached
Deferral Election form. With respect to future fees, Consultant may modify his
Deferral Election form by providing written notice to the Company. A modified
Deferral Election form will be effective only with respect to fees earned in
calendar years that follow the calendar year in which the modified Deferral
Election form is delivered to the Company.
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Xx. Xxxx X. Xxxxxxx
May 8, 1998
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5) Fees earned will be treated as if they were set aside in an account on
the date the fees would otherwise have been paid to Consultant. Such account
will be credited with interest computed quarterly (based on calendar quarters)
at the applicable federal rate for short-term obligations under section 1274(d)
of the Internal Revenue Code of 1986, as amended, on the first day of the
following quarter. The obligation of the Company to make payments of amounts
reflected in Consultant's account constitutes an unsecured promise of the
Company to make payments from its general assets.
6) The amount of Consultant's account will be paid in a lump sum or in a
number of approximately equal quarterly installments as designated by
Consultant in his Deferral Election form. The amount remaining unpaid will
continue to bear interest, as provided in Paragraph 5. The lump sum payment or
the first quarterly installment, as the case may be, will be made as soon as
practicable following the end of the period of deferral as specified in
Paragraph 4.
7) In the event of the death of Consultant, the amount of his account will
be paid to the beneficiary or beneficiaries designated in the attached
Beneficiary Designation form. A Beneficiary Designation form may be changed at
any time prior to his death by the execution and delivery of a new Beneficiary
Designation form. The Beneficiary Designation form on file with the Company
that bears the latest date at the time of the Consultant's death will govern.
8) This Agreement constitutes the entire understanding between the parties
and supersedes any prior agreement between the Company and Consultant.
If the above accurately expresses our agreement, please sign one copy of
this letter and return it to me.
Sincerely,
WOLVERINE TUBE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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The undersigned hereby agrees to the matters set forth herein.
Date: May 8, 1998 /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
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BENEFICIARY DESIGNATION
In accordance with the terms and conditions of the Consulting
Agreement dated _____________, 1998, between Wolverine Tube, Inc. and the
undersigned (the "Agreement"), I hereby designate the person's indicated below
as my beneficiary(ies) to receive the amounts payable under said Agreement.
Name ___________________________________________
Address ___________________________________________
___________________________________________
___________________________________________
Social Securities Nos. of Beneficiary(ies) __________________
Relationship(s) _____________________________________________
Date(s) of Birth ____________________________________________
In the event that the above-named beneficiary(ies)
predecease(s) me, I hereby designate the following person as beneficiary(ies):
Name ___________________________________________
Address ___________________________________________
___________________________________________
___________________________________________
Social Soc. Nos. of Beneficiary(ies) ________________________
Relationship(s) _____________________________________________
Date(s) of Birth ____________________________________________
I hereby expressly revoke all prior designations of
beneficiary(ies), reserve the right to change the beneficiary(ies) herein
designated and agree that the rights of said beneficiary(ies) shall be subject
to the terms of the Agreement. In the event that there is no beneficiary living
at the time of my death, I understand that the amounts payable under the
Agreement will be paid to my estate.
________________________ __________________________________________
Date Xxxx X. Xxxxxxx
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DEFERRAL ELECTION
I, Xxxx X. Xxxxxxx, hereby elect to defer payment of the fees which I
otherwise would be entitled to receive under the Consulting Agreement dated May
8, 1998, between Wolverine Tube, Inc. (the "Company") and me as follows:
1. Please make payment of the fees together with all accrued interest
reflected in my account as follows:
a. Pay in lump sum [ ]
b. Pay in _____ approximately equal quarterly installments [ ].
2. Please defer payment or make payment of first installments as follows:
a. Defer until the date I cease to provide services to the
Company [ ]
b. Defer until _____________ [ ] (specify date)
____________________ ___________________________________
Date Xxxx X. Xxxxxxx
