Exhibit 10.12
CONSULTING AGREEMENT
Consulting Agreement (the "Agreement") executed as of this 19th of
August, 1998, by and between Consumers Water Company, a Maine corporation
with a place of business at Three Xxxxx Xxxxx, Xxxxxxxx, Xxxxx 00000 (the
"Corporation") and Xxxx X. Xxxxxxxx, an individual (the "Consultant").
W I T N E S S E T H :
WHEREAS, Consultant is employed as a senior officer of the Corporation;
and
WHEREAS, Consultant has over the years of employment acquired
knowledge and skills that will be useful to the Corporation in connection
with the transition process involved in the merger of the Corporation into a
subsidiary of Philadelphia Suburban Corporation (the "Merger"); and
WHEREAS, Consultant will cease to be employed by the Corporation
following the Merger, but desires to aid and assist the Corporation as a
consultant by providing certain advisory and consulting services to the
Corporation following the Merger, and the Corporation desires so to engage
the Consultant;
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises herein set forth, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Engagement of Consultant. The Corporation does hereby appoint and
engage the Consultant as a consultant and advisor with respect to the
matters specified in Section 2 hereof for the compensation and term
hereinafter set forth, and the Consultant hereby accepts such appointment
and engagement by the Corporation.
2. Activities of Consultant. (a) During the term of this Agreement
specified in Section 4 hereof (the "Term") and subject further to the terms
and provisions hereof , the Consultant will make himself available to the
Corporation as a consultant to assist in the administration of the affairs
of the Corporation within the area of activities of the Consultant during
the Consultant's period of employment by the Corporation, and to provide
such other services for the Corporation as may be reasonably requested by
the Corporation from time to time and agreed to by the Consultant. The
parties contemplate that Consultant's services hereunder will ordinarily be
performed by telephone or electronic communication, and will not require
Consultant's physical presence at the Corporation's place of business; if
the Corporation requests that Consultant be physically present, the time and
duration of such work shall be mutually agreed to by the parties.
Consultant shall not be asked for consulting services hereunder in excess of
twenty (20) hours per month.
3. Compensation of Consultant. For the foregoing Agreement to
consult with the corporation, the Corporation agrees to pay the Consultant
the sum of $49,000, upon execution of this Agreement.
4. Term. The Term shall commence as of the date hereof and shall
terminate on the first day of the month commencing next after the first
anniversary of the Effective Time of the Merger or upon December 31, 1999,
if the Effective Time of the Merger has not then occurred, whichever occurs
first.
5. Expenses. During the term of this Agreement, the Corporation
shall pay or promptly reimburse the Consultant, in advance if requested by
Consultant, for all business expenses paid or incurred by the Consultant in
connection with the performance of his activities, responsibilities, and
services under this Agreement.
6. This Agreement shall inure to the benefit of and be binding on the
respective parties and their respective heirs, successors and assigns.
7. Neither this Agreement nor any term or provision hereof may be
changed, waived, discharged or terminated orally or in any manner other than
by a written instrument signed by all of the parties.
8. This Agreement shall remain in effect until the expiration of the
Term specified in Paragraph 4 above unless sooner terminated by agreement of
both parties.
9. This Agreement has been delivered and is intended to be performed
in the State of Maine and shall be construed and enforced in accordance with
the laws of Maine. In the event that any provision of this Agreement shall
be held to be invalid, the other provisions hereof shall remain in full
force and effect. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. In proving this Agreement, it shall
not be necessary to produce or account for more that one such counterpart.
10. Independent Contractor. The Consultant shall, during the Term of
this Agreement after the Effective Time of the Merger, be an independent
contractor, rather than a co-venturer, agent, employee, or representative of
the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be
affixed hereto, and the Consultant has executed this Agreement under seal,
all effective as of the day and year first above written.
WITNESS: CONSUMERS WATER COMPANY
/s/ Xxxxxxx X. Xxxxxx By: /s/ X. X. Xxxxxx
------------------------------ -------------------------------
Its: President
-------------------------------
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxxx
------------------------------ -------------------------------
Consultant
