FORM 10-K Page 54
Exhibit 10.14
CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated December 5, 1996, 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, 1995, and 1996
pursuant to Consulting Agreements dated November 19, 1992, December 3, 1993,
November 10, 1994, and December 5, 1995, respectively. The Company and Xxxxxxx
have agreed to continue the consulting arrangement during the period beginning
January 1, 1997, and ending December 31, 1997 (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
FORM 10-K Page 55
Exhibit 10.14 (continued)
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, 1997, June 30, 1997, September 30, 1997,
and December 31, 1997) 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 therefore.
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.
FORM 10-K Page 56
Exhibit 10.14 (continued)
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.
FORM 10-K Page 57
Exhibit 10.14 (continued)
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
Xxxxx X. Xxxxxxx
CONE XXXXX CORPORATION
By: /s/J. Xxxxxxx Xxxxxx
J. Xxxxxxx Xxxxxx, President & CEO
