FORM 10-K Page 235
Exhibit 10.12
CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated December 5, 1995, by and
between Xxxxx X. Xxxxxxx ("Xxxxxxx") and Cone Xxxxx Corporation
(the "Company").
RECITAL
Xxxxxxx retired from active service as an employee of the
Company, effective March 31, 1992. Because of his familiarity
with the business and affairs of the Company, Xxxxxxx was in a
position to provide valuable consultation and advice to the
Company and the Company desired to obtain such consultation and
advice. Accordingly, the Company agreed to retain Xxxxxxx as
a consultant, and Xxxxxxx agreed to provide consulting
services, during the period beginning April 1, 1992, and ending
December 31, 1992, pursuant to a Consulting Agreement dated
December 19, 1991. The Company and Xxxxxxx agreed to an
extension of the consulting arrangement through 1993, 1994, and
1995 pursuant to Consulting Agreements dated November 19, 1992,
December 3, 1993, and November 10, 1994, respectively. The
Company and Xxxxxxx have agreed to continue the consulting
arrangement during the period beginning January 1, 1996, and
ending December 31, 1996 (the "Consulting Period").
NOW, THEREFORE, Xxxxxxx and the Company agree as follows:
1. Consulting Services. Subject to the terms and
provisions of this Agreement, the Company hereby
engages Xxxxxxx to perform consulting services during
the Consulting Period. Xxxxxxx hereby accepts such
engagement and agrees to render such consulting
services pertaining to the business of the Company as
the Chief Executive Officer of Cone shall request
from time to time during the Consulting Period.
2. Fees. During the Consulting Period, the Company
shall pay to Xxxxxxx a consulting fee of $15,000 per
calendar quarter (payable on March 31, 1996, June 30,
1996, September 30, 1996, and December 31, 1996) and,
in addition, shall reimburse Xxxxxxx for any travel
and entertainment expenses reasonably incurred by him
in connection with rendering consulting services
hereunder upon submission of appropriate
documentation therefor.
FORM 10-K Page 236
Exhibit 10.12 (continued)
3. Independent Contractor. During the Consulting
Period, Xxxxxxx shall be an independent contractor
and not an employee of the Company. Accordingly,
Xxxxxxx shall determine when, where and how the
consulting services required of him under this
Agreement will be performed, shall be responsible for
the payment of all employment, income and other taxes
payable by reason of his receipt of consulting fees
under this Agreement, and shall not be eligible to
participate in any pension, profit sharing, health,
disability, life, or other employee benefit plan or
program maintained by the Company.
4. Termination by Death. If Xxxxxxx dies during the
Consulting Period, this Agreement shall thereupon
terminate, but the Company shall pay to Xxxxxxx'x
estate all consulting fees and unremibursed expenses
to which he would otherwise have been entitled under
this Agreement through the end of the Consulting
Period.
5. Entire Contract. This Agreement constitutes the
entire contract and agreement of the parties and
supersedes and replaces all other prior agreements
and understandings, both written and oral, with
respect to the performance of personal services by
Xxxxxxx for the Company during the Consulting Period.
6. Miscellaneous. This Agreement may not be amended or
modified except by an instrument in writing signed by
the party against whom any such modification or
amendment is sought to be enforced. No wavier of any
breach of this Agreement shall operate or be
construed as a waiver of any subsequent breach. This
Agreement shall be construed in accordance with the
laws and judicial decisions of the State of North
Carolina.
IN WITNESS WHEREOF, Xxxxxxx and the Company have signed
this Agreement as of the day and year first above written.
By: /s/Xxxxx X. Xxxxxxx
Title: Chairman of the Board
CONE XXXXX CORPORATION
By: /s/ J. Xxxxxxx Xxxxxx
Title: President & CEO
