CONSULTING AGREEMENT
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This Consulting Agreement is made this 31st day of January, 2003, by
Franklin Electric Co., Inc. ("Franklin") and Xxxxxxx X. Xxxxxx ("Consultant").
Services will begin on March 1, 2003 and continue until February 7, 2007.
1. SERVICES. Consultant agrees to provide up to 500 hours of
consulting services per annum as and if requested by the Chief Executive
Officer and Chairman of the Board of Franklin respecting the general
operations of Franklin, both domestic and international, acquisitions and
business strategy. Services will be scheduled on a mutually acceptable basis.
Consultant shall exercise a reasonable degree of skill and care in performing
the consulting services under this Agreement.
2. FEES. In return for services provided by Consultant, Franklin
agrees to pay to Consultant a retainer, paid on a calendar month basis, in
arrears as follows:
March 1, 2003 until February 7, 2004, $28,333/month ($340,000 annual rate)
February 8, 2003 until February 7, 2007, $21,250/month ($255,000 annual rate)
Daily rates will be determined on the basis of a thirty day month.
Compensation rates are subject to increase (but in no case decrease), at the
discretion of the Chief Executive Officer, based on compensation increases for
similarly situated consultants.
Further, Consultant will be eligible to receive an annual performance bonus.
The performance bonus will be a percent of the annual retainer, calculated
using the Franklin Executive Officer Performance Bonus Plan formula. The
Consultant will receive the same percentage bonus earned as if the Consultant
were an executive officer of Franklin during the term of this Agreement.
3. RELATIONSHIP OF PARTIES. Consultant is an independent contractor
and not an agent or employee of Franklin. Franklin shall have no right to
control Consultant's methods or means for providing the services designated in
this Agreement.
4. INSURANCE, FRINGE BENEFITS AND TAXES. Consultant is not covered
by nor eligible for any of Franklin's insurance coverages or programs,
employee benefit programs or any other fringe benefits provided to any of
Franklin's directors, officers, agents, or employees. This Agreement in no
way nullifies or changes the insurance and fringe benefits the consultant may
have earned with Franklin for his employment years. As an independent
contractor, Consultant will be responsible for obtaining and paying for his or
her own insurance coverage and for reporting and paying all federal, state and
local taxes. Franklin will not withhold any taxes from fees paid to
Consultant. At year end, Franklin will issue an IRS Form 1099 to include
consulting fees plus all expenses paid on Consultant's behalf.
5. EXPENSES. Consultant may incur expenses in connection with
providing the services. Consultant shall be responsible for paying all such
expenses except that Franklin agrees to reimburse Consultant for the following
expenses: Reasonable travel and related business expenses upon receipt of
appropriate documentation.
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6. CONFIDENTIALITY. All information provided to Consultant Franklin
or obtained by Consultant from Franklin shall be held in confidence and shall
not be disclosed by Consultant to any third party. Consultant shall not use
any of the confidential information for any purpose other than to provide the
consulting services to Franklin. All confidential information, including all
copies or other reproductions made by Consultant, shall be deemed the property
of Franklin and shall be returned to Franklin.
7. INVENTIONS AND INFORMATION. All inventions and information
developed in connection with Consultant's services shall be the property of
Franklin. Consultant shall execute any documents (including patent
applications or the assignments thereof) necessary to vest in Franklin the
full title and interest in all information, inventions and improvements
developed.
8. COVENANT NOT TO COMPETE. During the term of this Agreement,
Consultant shall not, by himself or in connection with any entity, directly or
indirectly, undertake, carry on, participate in or have any financial interest
in, or in any manner advise or assist any person or entity in, any business
which competes with Franklin.
9. TERMINATION. This Agreement expires on February 7, 2007.
10. MISCELLANEOUS. This Agreement constitutes the entire Agreement
between the parties and it shall be governed by and enforced in accordance
with the laws of the State of Indiana. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be effective and
valid, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of the Agreement.
Franklin shall defend Consultant against all claims and proceedings and shall
hold Consultant harmless from all liabilities and losses arising from anything
done or any recommendations made under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate on
the date first written above.
Franklin Electric Co., Inc. Consultant
By /s/ R. XXXXX XXXXXXXX /s/ XXXXXXX X. XXXXXX
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(signature)
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(printed name and title) (printed name)
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(address)
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(social security number)
