EXHIBIT 10.71
CONSULTING AGREEMENT
--------------------
THIS AGREEMENT is made as of October 1, 1995 between United Stationers
Supply Co., an Illinois corporation, 0000 Xxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxx
00000 ("United"), and Xxxxxxx X. Xxxxxx, 000 Xxxxxx Xxxx, Xxxx Xxxxxx, Xxxxxxxx
00000 ("Xxxxxx").
In consideration of the mutual promises contained herein, the parties
agree as follows:
1. Consulting Services. Xxxxxx agrees to provide consulting services to
United as follows: advice and counsel to the Chairman of the Board of United, or
his designee(s) as from time to time designated in writing by the Chairman of
the Board of United, as mutually agreed on at least a quarterly basis concerning
critical business matters, including developing new markets, identification of
possible acquisition candidates and joint venture partners, geographic
expansion, Canadian operations, cost efficiency opportunities, and business
integration. Xxxxxx shall perform the consulting services in the Chicago
metropolitan area, area, except as may from time to time otherwise be agreed. In
any event, United shall give Xxxxxx ten days notice of requested travel.
2. Term. This Agreement shall be for a term of 15 months, commencing
October 1, 1995 and ending December 31, 1996.
3. Time Requirements. Xxxxxx agrees to provide up to 65 hours of
consulting services per quarter. Hours of consulting service shall include any
necessary travel time. To the extent the hours of service actually provided
during any quarter are more or less than 65 hours, they shall be cumulated and
applied toward subsequent quarters during the term of this Agreement.
4. Payment. United will pay Xxxxxx the total sum of $130,000 for the
work to be performed under this agreement, payable in equal quarterly
installments of $26,000 per quarter commencing October 1, 1995, and thereafter
on the first day of each calendar quarter. In addition, to the extent that the
hours of service actually provided by Xxxxxx exceed 325 hours (65 hours X 5
quarters), United agrees to pay Xxxxxx $400 per hour for each hour in excess of
said 325 hours. In the event of Xxxxxx'x disability or death during the term of
this agreement said quarterly installments shall continue, and, in the event of
his death, shall be paid to Xxxxxx'x estate. Xxxxxx shall not be required to
render consulting services hereunder in the event of his illness, incapacity,
disability or death. If at any time United fails to make any payment when due
hereunder, Xxxxxx shall be entitled to immediate injunctive relief ordering such
payment to be made immediately, to which relief United hereby agrees.
Any claim or purported claim upon which United may base any such failure to pay
may be brought by United in a court of competent jurisdiction (which may, but
need not be, the same court in which Xxxxxx seeks injunctive relief), and if
such claim is the subject of a final adjudication in United's favor, Xxxxxx
shall forthwith pay back the adjudicated sum to United.
5. Expense Reimbursement. United will reimburse Xxxxxx for all
necessary funds advanced and for reasonable out-of-pocket expenses incurred at
United's request, including travel expenses incurred solely for United's
benefit. Expenses hereunder shall be reimbursable on the same basis, including
travel and lodging, as expenses of the most senior officer of United.
6. Relationship of Parties. The parties intend that an independent
contractor relationship will be created by this agreement. United is interested
in the results that will be achieved, and the conduct and control of the work
will lie solely with Xxxxxx. Xxxxxx is not to be considered an agent or
employee of United for any purpose. It is agreed that United does not agree to
use Xxxxxx exclusively. It is further agreed that, subject to the non-
competition provisions of Xxxxxx'x prior employment and consulting agreement
with United, Xxxxxx is free to contract for similar services to be performed for
others while under contract with United.
7. Liability. The work to be performed by Xxxxxx under this Agreement
will be performed entirely at Xxxxxx'x risk. Xxxxxx agrees to indemnify United
for any liability or loss to third parties arising out of Xxxxxx'x negligence in
his performance of this Agreement.
UNITED STATIONERS SUPPLY CO.
By: ________________________
Its
____________________________
Xxxxxxx X. Xxxxxx
2
