November 23, 1999
Xxxx X. Xxxxxxx
[Address]
Re: Consulting Agreement
Dear Xxxx:
This letter sets forth the Consulting Agreement between International
Specialty Products Inc. (as defined in Paragraph 16 of the General Release
Agreement to which this Consulting Agreement is attached and made a part) and
you for certain consulting services as described below, referring to you as
"Consultant" and to this Company as "ISP".
1. Consulting Services. During the Term of this Consulting Agreement,
Consultant shall provide ISP with Consulting Services (referred to hereinafter
as "Services") which shall include providing administrative and managerial
advice, cooperating with ISP and responding to reasonable inquiries and requests
for information by ISP in connection with any matters in which Consultant was
involved during employment with ISP, and the management of the Linden project
and such other projects as may be designated by the President and Chief
Executive Officer. Such Services shall be performed in Wayne, New Jersey and at
other locations as mutually agreed upon. ISP, through its designated
representative, will request Services when needed and Consultant agrees to use
his best efforts to meet such requests. At ISP's request, Consultant shall
provide Services for two to four days per month during the Term of this
Consulting Agreement. Consultant acknowledges and agrees he shall be providing
the Services pursuant to this Consulting Agreement as an independent contractor
and that this Consulting Agreement does not and is not intended to create any
employer-employee relationship between Consultant and ISP. As such, Consultant
acknowledges that he is not eligible to participate and waives any claims he may
have to any type of benefits offered to full-time employees of ISP, its
affiliates or subsidiaries, except for any benefit expressly required by law
(e.g., COBRA continuation coverage) or except as expressly provided in the
General Release Agreement executed by Xxxxxxx to which this Consulting Agreement
is attached and made a part.
2. Designated Representative. In rendering the Services, Consultant
(unless notified to the contrary in writing by ISP) shall report to Xxxxx Xxxxx,
President and Chief Executive Officer of ISP.
3. Compensation. ISP shall pay Consultant $7,600.00 per month during
the Term of this Consulting Agreement. Consultant shall be available during the
Term of this Consulting Agreement to provide such Services to ISP for up to four
(4) days per month as requested by ISP. A work day shall consist of 8.0 hours,
exclusive of meals and breaks. No other payments will be made by ISP to
Consultant for Services performed without ISP's prior written request. However,
if ISP desires Services in excess of four (4) days per month, and Consultant
desires to provide such additional Services, ISP shall pro rate the monthly rate
set forth in this Paragraph 3 for each additional working day.
4. Term. The term of this Consulting Agreement shall commence on
November 20, 1999 and shall terminate at midnight on November 19, 2001, unless
earlier terminated by mutual written agreement of the Parties hereto. The Term
of this Consulting Agreement shall not be extended after its expiration on
November 19, 2001 unless both ISP and Xxxxxxx otherwise agree in writing.
5. General Conditions. The attached General Conditions for Consulting
Agreements are a part of this Consulting Agreement.
6. Miscellaneous. The terms and conditions of the "General Release
Agreement" by and between ISP and Consultant, to which this Consulting Agreement
is attached, are not changed in any manner by this Consulting Agreement.
Please indicate your agreement to the terms and conditions stated in
this Consulting Agreement by signing and returning this letter to Xxxxx Xxxxx,
President and Chief Executive Officer, 0000 Xxxx Xxxx, Xxxxxxxx 0, Xxxxx, Xxx
Xxxxxx 00000.
Very truly yours,
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
President and
Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Date: December 16, 1999
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GENERAL CONDITIONS
FOR ISP
CONSULTING AGREEMENTS
1. Confidential Relationship. Consultant shall forever keep confidential and
shall not use except in the performance of Services any proprietary
technical or business information of ISP or its affiliates which
Consultant has heretofore obtained or may obtain during the term of this
Consulting Agreement as well as any proprietary technical or business
information of third parties which is made available to Consultant in
connection with Consultant's work hereunder.
2. Proprietary Rights. The work product of Consultant's Services, whether of
a business or technical nature, and any writings, discoveries or
inventions made or conceived during the course of or resulting from the
Services, shall be promptly communicated to and be the property of ISP.
Consultant shall perform all lawful acts requested by ISP to:
(i) perfect title therein in ISP or its nominee; and
(ii) enable ISP or its nominee to obtain and maintain copyright,
patent or other legal protection therefor anywhere in the
world.
3. Reimbursement for Expenses. ISP shall reimburse Consultant for all
reasonable travel and lodging expenses Consultant incurs at ISP's request
in the performance of Services hereunder and for any other disbursements
by Consultant that ISP authorizes in advance. Consultant shall not receive
compensation for travel time, except to the extent Services are actually
performed during such time. Air travel, if required, shall be by coach or
economy class and must be arranged through ISP's travel department. All
travel expenses must be in accordance with ISP's Travel Policy. Consultant
shall submit an Invoice at the end of any month in which Services are
performed including full supporting documentation including a receipt for
any expenditure over $25.00.
4. Complete Compensation. Consultant agrees that the payments set forth in
this Consulting Agreement are full and complete compensation for all
Services performed, for all obligations assumed and for all inventions,
improvements, patent rights and copyrights assigned hereunder.
5. Conflict of Interest. Consultant represents that Consultant has no
obligation to any other party which is inconsistent with Consultant's
obligations under this Consulting Agreement and that Consultant shall not,
in the performance of this Consulting Agreement, breach any obligations
that Consultant has to others. Consultant agrees not to perform any
services for others that would create a conflict of interest with
Consultant's obligations under this Consulting Agreement or would
otherwise violate any other legal or contractual obligation to ISP
including but not limited to the obligations set forth in the
Confidentiality, Invention and Non-Competition Agreement he signed as a
condition of employment with ISP.
6. Notices. Any notices, payments or statements to be sent under this
Consulting Agreement shall be sent to Consultant at the address to which
this letter is directed and to ISP at its address above (to the attention
of its designated representative) or at such other address as a party may
designate in writing.
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7. Independent Contractor. Consultant shall perform this Agreement solely as
an independent contractor and not as ISP's agent or employee. Consultant
has no authority to make any statement, representation or commitment of
any kind or to take any action binding upon ISP without ISP's prior
written authorization. Consultant will not be entitled to any benefits
that ISP makes available to its employees and ISP will not withhold from
compensation payable under this Agreement any income, social security, or
other taxes. Consultant will not be entitled to any benefits that ISP
makes available to its employees and ISP will not withhold any amount
attributable to payments hereunder for any benefit program or for any
local, state, municipal, federal or national tax purpose, and the
Consultant shall be solely responsible for fulfilling all such tax
obligations, including without limitation any salary, wage or payroll
taxes or any other costs based on employment and/or payroll, including
without limitation any form of social security, unemployment insurance,
disability benefits, workers compensation, severance payments, pension,
health, life or any other employee benefits or insurance, and/or any other
local state, municipal, federal or national taxes or levies otherwise
imposed in connection with the fee paid Consultant hereunder except as
expressly provided in the General Release Agreement to which these
Conditions are attached and made a part.
8. Indemnity. (i) Because Consultant is an independent contractor, any
personal injury or property damage suffered by Consultant or Consultant's
employees in the course of performing Services under this Agreement will
be Consultant's sole responsibility. ISP will not carry any insurance or
otherwise provide for the protection of Consultant or any employee of
Consultant. Consultant shall indemnify, defend and hold harmless ISP, its
affiliates, and their respective directors, officers, employees, and
agents from all liabilities, damages and expenses and claims for damages,
suits, proceedings, recoveries, judgments, costs, losses, penalties, fines
or executions, (including, but not limited to, litigation costs and
expenses and reasonable attorneys' fees, as well as such costs, fees, and
expenses as may be incurred by ISP, its affiliates and/or their respective
directors, officers, employees, and/or agents in establishing their rights
to indemnification hereunder) which may be made, had, brought or recovered
from ISP, its affiliates and/or their respective directors, officers,
employees, and/or agents, by reason of or on account of, or which may
arise out of or result from, Consultant's performance, non-performance, or
improper performance of Consulting Services under this Agreement,
Consultant's willful misconduct or misrepresentation, or from any breach
by Consultant of this Agreement or Consultant's failure to comply with
ISP's instructions or directions.
(ii) ISP shall indemnify, defend and hold Consultant harmless, from all
liabilities, damages and expenses and claims for damages, suits,
proceedings, recoveries, judgments, costs, losses, penalties, fines, or
executions (including, but not limited to, litigation costs and expenses
and reasonable attorneys' fees, as well as such costs, fees and expenses
as may be incurred by Consultant in establishing his rights to
indemnification hereunder) which may be made, had, brought or recovered
from Consultant by reason of or on account of, or which may arise out of
or result from, Consultant's performance of Consulting Services under this
Agreement; provided, however, ISP shall not be obligated to indemnify
Consultant for Consultant's gross negligence, willful misconduct or
misrepresentation, or from any breach by Consultant of this Agreement or
Consultant's failure to comply with ISP's instructions or directions.
(iii) Any other provisions contained herein to the contrary
notwithstanding, Consultant and ISP agree that the indemnification
provisions set forth in this Condition 8, shall indefinitely survive the
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expiration or earlier termination of this Agreement and remain in effect
with respect to any occurrence or claim arising out of or in connection
with this Agreement.
9. Laws and Regulations. Consultant shall comply with all applicable laws and
governmental regulations. Consultant is not expected or authorized to take
any action in the name of or otherwise on behalf of ISP which would
violate applicable laws or governmental regulations.
10. Changes. This Agreement may be changed only by a written amendment signed
by both parties.
11. Survival of Obligations. The obligations set forth in Conditions 1 and 2
above shall survive the termination of this Consulting Agreement to the
extent indicated therein.
12. Assignment. Consultant shall not assign this Consulting Agreement and will
not delegate or subcontract any of the Services without the prior written
consent of ISP.
13. Governing Law. The construction, interpretation and performance of this
Agreement shall be governed by the laws of New Jersey and any action to
enforce any rights hereunder shall only be commenced and prosecuted in the
State of New Jersey.
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