Exhibit 10(z)(z)
AGREEMENT FOR CONSULTING SERVICES
This Agreement is made and entered into this 26th day of January, 1998,
between XXXXX X. XXXXXX, XX. (hereinafter referred to as "Consultant"), and
ROANOKE GAS COMPANY (hereinafter referred to as "Company"), pursuant to
authorization by the Company's Board of Directors (hereinafter referred to as
"Board"), to become effective February 1, 1998.
Introductory
Consultant has served the Company as its chief executive and as a
director for over seven years and the gas industry for approximately thirty-five
years. As a result of this experience, Consultant has acquired familiarity with
and expertise in every phase of the Company's business, including those engaged
in by its various divisions and subsidiaries. Furthermore, as a result of
Consultant's activities in regional and national industry organizations,
Consultant is extremely knowledgeable in the areas of short-, medium- and
long-term industry technological and economic developments and trends. Company
therefore desires to retain for itself the availability of Consultant's
knowledge and experience. It is therefore agreed between Company and Consultant
as follows:
1. TERM: Consultant's term of engagement under this Agreement shall
commence on February 1, 1998, and terminate on January 31, 1999. The term of
engagement may be extended by written mutual consent of both parties.
2. POSITION, AUTHORITY, AND DUTIES: It is contemplated that during the
term of this Agreement, Consultant shall serve as Chairman of the Board, and in
such capacity shall have and exercise such authority and discharge such duties
and responsibilities in connection with the business of the Company as may be
assigned to him by the Board.
3. TIME TO BE DEVOTED TO COMPANY'S ACTIVITIES: Consultant agrees to
devote such time to Company's business as may be reasonably required to carry
out the duties and responsibilities assigned to him by the Board.
4. PROVISION OF SUPPORT FACILITIES AND SERVICES AND REIMBURSEMENT OF
BUSINESS-RELATED EXPENSES:
Company will furnish Consultant office space and secretarial assistance
substantially equivalent to that presently made available to Consultant, a
Company-owned vehicle equivalent to the one presently used by Consultant and
will reimburse Consultant for any commuting expenses, and also for
business-related expenses under the same terms and conditions as those effective
from time to time for Company executives. Company will also pay the dues and
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expenses related to Consultant's continued participation in local clubs and
industry organizations and activities on the same basis as for Company
executives.
5. COMPENSATION AND LIFE AND HEALTH INSURANCE BENEFITS:
Company will pay the Consultant as compensation for his services at an
annual rate of $82,500.00, payable in monthly installments, and Consultant will
receive no fees for serving as a member of the Board in addition to such
compensation.
6. CONFLICT OF INTEREST: During the term of this Agreement, Consultant
will not accept engagements for compensation by any party that is in competition
or could reasonably expect to be in competition with the Company. Consultant
will further be bound by the provision of his NonCompete Agreement as executed
on September 6, 1995 during his employment prior to retirement.
7. CONSULTANT NOT TO BE EMPLOYEE: Notwithstanding any of the
provisions of this Agreement, Consultant will retire as an employed officer of
the Company as of January 31, 1998, and will thereupon assume the status of a
retired employee for the purposes of Company's life and accidental death and
dismemberment insurance, and Company's retirement, group health, disability and
other Company plan.
8. TERMINATION: This Agreement shall terminate upon the earlier to occur
of death of Consultant or the 31st of January, 1999, unless extended, whereupon
all salaries and benefits hereunder shall cease and determine, prorated in the
case of compensation to the date of death.
This Agreement and all compensation due Consultant shall further
terminate upon the first to occur of the following: (i) the disability of the
Consultant which renders him unable to provide services as contemplated
hereunder; (ii) just cause.
9. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the
heirs, legatees, executors and administrators of Consultant, and upon the
successors and assigns (including any person or entity that acquires assets of
the Company having a value in excess of fifty percent (50%) of the total value
of Company's assets) of Company.
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Executed by direction of the Board of Directors this 26th day of
January, l998, to be effective February 1, 1998.
By: s/Xxxxx X. Xxxxxx, Xx.
Consultant
(SEAL)
By: s/Xxxx X. Xxxxxxxxxx, III
Company
(SEAL)
ATTEST:
s/Xxxxx X. Xxxxxxxxxxx
Secretary
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