EXHIBIT 10vii
AGREEMENT AS CONSULTANT AND DIRECTOR
This agreement dated the 15th day of November, 1995
specifies the terms and conditions of engagement of Xxxxxx X.
Xxxx and Associates (hereinafter "Consultant") by HON INDUSTRIES,
Inc. (hereinafter "Client").
1. Client hereby agrees to engage Consultant for a period of
one year, commencing November 15, 1995. During that period
Consultant agrees to be personally available to Client for
consulting services for up to 30 working days.
2. Client agrees to pay Consultant the sum of $5,000.00 per
month, payable on the last day of each month, without regard to
the specific number of days Consultant actually serves Client
during that month. Client also agrees to pay Consultant's travel
expenses and other reasonable out-of-pocket costs incurred on
Client's behalf. Such expenses will be billed monthly by
Consultant. All payments shall be made to: Xxxxxx X. Xxxx and
Associates, 000 Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, XX 00000. First
payment will be made on November 30, 1995.
3. Consultant agrees to be available to Client on reasonable
request and to limit his practice so as to assure such
availability. Consultant also agrees not to accept employment
with any firm reasonably deemed by Client to be competitive with
it.
4. Xx. Xxxx agrees to serve as a Director of Client (as well as
any of its subsidiaries, if and when requested), at the same
compensation as other outside board members, so long as he
receives the same indemnifications as provided by Client to other
directors and to submit his resignation whenever this agreement
is canceled or otherwise terminates.
5. This agreement is subject to cancellation by either party on
ninety (90) days' written notice in which case Client shall be
responsible for fees through the end of the month in which
cancellation is effective. If not canceled previous to ninety
(90) days before expiration, it shall be automatically renewed
for an additional year.
6. Consultant shall have access to Company proprietary
information and shall keep such information confidential and
shall not disclose such information to third parties without the
Company's prior written approval.
7. In the event that Consultant's consulting services to Client
during the year exceed the anticipated days covered by this
agreement, Client agrees to compensate Consultant for such
additional services at the rate of $2500 per day.
AGREED:______________________
DATE: November 16, 1995
CLIENT: HON INDUSTRIES Inc.
/s/ Xxxxxxx X. Xxxx
---------------------------
By Xxxxxxx X. Xxxx
CONSULTANT: Xxxxxx X. Xxxx and Associates
/s/ Xxxxxx X. Xxxx
---------------------------
By Xxxxxx X. Xxxx
