Exhibit 10.20(b)
January 1, 1998
Xx. Xxxxx X. Xxxxxxxxx
000 Xxxx Xxxxx Xxxx
Xxxxx Xxxxx, Xxx Xxxx 00000
Dear Xxxxx:
This letter will confirm our understanding of the arrangements under which you
are to provide consulting services for Burlington Industries, Inc. ("Burlington"
or the "Company"). The terms of this arrangement are set out below.
1. You will render services as an independent private consultant to
Burlington at times and places deemed mutually agreeable. In your consulting
activities for the Company, you will report to Xxxxxx Xxxxxxxxx or his
designated representative.
2. Your services will be rendered as needed over the period of
January 1, 1998 through December 31, 1998 (the "Consulting Period").
3. It is understood that during the Consulting Period, for all
consulting days requested and provided, by mutual agreement, the Company will
pay you at the rate of $4,000.00 per day, provided that the annual aggregate
amount of per diem fees will not exceed $100,000.00. An invoice for services
rendered shall be submitted by the 5th day of each month for the preceding
month's services.
4. This Agreement can be terminated at any time during the period by
yourself upon the provision of ninety (90) days written notice. This Agreement
may be extended beyond the Consulting Period upon the mutual agreement and
written consent of the parties.
5. It is understood that the Company will reimburse you for air travel,
or any other reasonable travel expense to and from the location of your
assignment, including lodging, meals, travel, and miscellaneous expenses as
provided by the Burlington expense report policy. All such expenses are to be
submitted on a monthly basis, covered by a properly completed and signed
Burlington expense report form. You acknowledge and agree that you will not be
covered by Burlington's business travel/accident insurance policies when
traveling in performance of the services being rendered hereunder.
6. During the period hereof, you shall remain free to undertake both
professional and consulting agreements with other parties, provided, however,
that you will not become employed by or render advisory or consulting services
to any competitor (present or potential) of Burlington without our prior written
consent and approval. If you accept full time employment by a person or entity
other than Burlington during the period hereof or become employed by or perform
any services for a competitor without our consent, this Agreement will
automatically terminate. Your commitments hereunder with respect to refraining
from providing services to any competitor (or become employed thereby) are
separate from and independent of other non-compete, non-disclosure obligations
which you may have under any employment or benefit arrangement with the Company,
and no consent to provide services to a competitor under this Agreement or
cancellation of this Agreement shall affect in any way any such other
obligation, or be deemed to consent to any potential violation thereof.
7. You recognize and confirm your continuing obligation,
notwithstanding any provision of this Agreement to the contrary, to maintain
confidential all information, operations or situations treated by Burlington as
secret and/or confidential which became known to you during the course of your
employment prior to the date of this Agreement. You recognize that in working
with us under this Agreement it will be necessary to disclose to you and expose
you to information, operations, and situations which we treat as confidential.
You agree accordingly to keep these matters, any trade secrets and the scope of
your work with us entirely secret and confidential until made public by
Burlington.
8. You recognize and confirm, notwithstanding any provision of this
Agreement to the contrary, that all improvements, inventions, designs and useful
ideas conceived or made by you during your past employment with Burlington which
relate in any way to Burlington's business shall be disclosed promptly in
writing, drawing or other tangible form to Burlington and shall be its exclusive
property. All improvements, inventions, designs and useful ideas and other works
of authorship conceived or made by you in connection with your performance of
services under this Agreement shall be disclosed promptly in writing, drawing or
other tangible form to Burlington and shall be its exclusive property. All such
property described herein shall be assigned or conveyed to Burlington. You agree
further to execute all necessary applications and assignments with respect to
such property which we may prepare at our own expense. There will be no
additional costs or charges to the Company for the assignment or conveyance of
such rights or applications, if any, to the Company.
9. You acknowledge and agree that Burlington has no obligation to pay you
severance pay or any other compensation not expressly provided for herein by
virtue of your performance of services under this Agreement.
10. It is understood and agreed that the services to be rendered by you
under this Agreement shall be rendered by you as an independent
contractor/consultant and you will not be deemed an employee of Burlington
Industries, Inc. or any of its subsidiaries, and as such you will not be covered
under any of the Company's employee benefit programs, except those for which you
may have become eligible by virtue of your previous employment with Burlington.
11. Burlington will deduct applicable FICA and income taxes from payments
for services rendered under this Agreement.
12. You hereby represent that, to your knowledge, there are no impediments
or preexisting obligations which could prevent or impair your ability to perform
the terms of this Agreement. In the event you are unable to perform your
obligations hereunder by reason of such impediments or preexisting obligations,
then Burlington shall be released from all obligations under this Agreement.
13. This integrated document (as it may be amended or extended from time to
time pursuant to paragraph 4 herein) constitutes the entire Agreement concerning
your consulting activities for Burlington, as addressed herein; and it
supersedes and replaces all prior negotiations and all agreements proposed or
otherwise, whether written or oral, concerning all the services covered herein.
14. Your obligations under paragraphs 7 and 8 will survive the expiration or
termination of this Agreement.
If the foregoing confirms our understanding, would you please sign and return to
us the enclosed duplicate original of this letter.
Sincerely,
BURLINGTON INDUSTRIES, INC.
By: /s/Xxxxxx X. Xxxxxxxxx, III
Xxxxxx X. Xxxxxxxxx, III
President and Chief
Executive Officer
Confirmed and Agreed to:
/s/Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Date: November 3, 1997
