EXHIBIT 10.26
CONTRACT
This contract between Xx. Xxxxxx X. Xxxxxx ("Xxxxxx") and Fair, Xxxxx and
Company, Incorporated (the "Company"), is entered into in light of the following
facts:
1. Xxxxxx was elected Chairman pro tem of the Company's Board of
Directors on November 21, 1995, and Chairman of the Board on
January 29, 1996; and
2. The Company desires to make use of Xxxxxx'x skills and
experience in various matters for so long as Xxxxxx remains
Chairman of the Company's Board of Directors.
THEREFORE, the parties have agreed as follows:
1. Xxxxxx agrees to make himself available to the Company
approximately half-time (1,000 hours per year) for so long as
he remains Chairman of the Company's Board of Directors.
2. The Company agrees to pay Xxxxxx at the rate of $100,000.00
per year, payable quarterly in arrears for his services
hereunder, and to reimburse Xxxxxx for out-of-pocket expenses
incurred for the benefit of the Company in accordance with the
same expense reimbursement guidelines applicable to employees
of the Company. Reimbursement for expenses will be made after
submission of an expense report and appropriate documentation.
In addition to the above amounts, the Company shall pay Xxxxxx
the sum of $2,000.00 for each meeting of its Board of
Directors which he attends while Chairman.
3. Xxxxxx and the Company agree that, should his work for the
Company exceed 1,000 hours per year, compensation for such
additional work shall be subject to mutual agreement of Xxxxxx
and the Company.
4. The term of this agreement shall begin on January 1, 1996, and
shall continue indefinitely until (a) it is terminated by
either party on 60 days' written notice to the other, (b)
Xxxxxx resigns from or is not re-elected to the Company's
Board of Directors, or (c) another person is elected as
Chairman of the Company's Board of Directors. Nothing
contained herein shall be construed as constituting an
agreement that Xxxxxx shall be nominated or elected to the
Company's Board of Directors or elected as Chairman of said
Board.
5. It is understood that this contract requires the approval of
the disinterested Directors of the Company. Notwithstanding
the foregoing, the Company shall in any event pay Xxxxxx the
amounts due hereunder for the period from January 1, 1996
through June 30, 1996.
Dated as of April 2, 1996.
Fair, Xxxxx and Company Incorporated
By: /s/ XXXXX X. XXXXXXXXX
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Xxxxx X. XxXxxxxxx
Its Senior Vice President and Secretary
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
