CONSULTING AGREEMENT
Exhibit 10.33
THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of the 1st day of January, 2011
(the “Effective Date”), by and between Spirit AeroSystems, Inc. (the “Company”) and Xxxxxx X.
Xxxxxxx (the “Consultant”).
W I T N E S S E T
H: That;
WHEREAS, the Consultant has been a valuable executive employee of the Company, having served
in several Executive roles, including Chief Operations Officer; and
WHEREAS, the Consultant has retired from employment with the Company and has provided valuable
services to the Company throughout his career; and
WHEREAS, the Company desires to engage the Consultant to continue to provide post-retirement
consulting services for the Company on the terms and conditions set forth herein.
NOW, THEREFORE, on the basis of the foregoing premises and the mutual covenants and agreements
set forth herein, the parties hereby agree as follows:
1. Consulting Services. During the term of this Agreement, the Consultant agrees to
provide such consulting services for the Company as the Company may reasonably request, including,
but not limited to, making available to the Company knowledge, information, and skills developed or
acquired by the Consultant during the Consultant’s employment with the Company. There will be no
fixed time or schedule for the performance of consulting services by the Consultant, and the
Consultant generally will determine the appropriate time, place, and manner of performing
consulting services. But the Consultant agrees to use reasonable efforts to be available by phone
or in person for the performance of services, as reasonably requested by the Company, and the
Consultant will (absent unforeseeable circumstances) perform consulting services at any times or
places agreed in advance by the Consultant and the Company. The Company will make reasonable
office space and administrative support available to the Consultant in connection with the
performance of consulting services.
2. Term and Termination. The initial term of this Agreement will begin on the
Effective Date and will end on the one-year anniversary of the Effective Date. The Company will
have the option to renew the Agreement for an additional one-year term (a “renewal term”), if the
Company notifies the Consultant at least thirty days before the end of the initial term that the
Agreement will be renewed. The Agreement will terminate upon the earliest to occur of the
following: (i) mutual written agreement of the parties; (ii) the end of the initial term, if the
Agreement is not renewed; (iii) the end of the renewal term, if the Agreement is renewed; (iv) the
death or permanent disability of the Consultant; (v) notice from the Company to the Consultant that
one or more of the conditions precedent set forth in Section 4 of this Agreement has not been
satisfied; or (vi) material breach of the Agreement by either party, if such breach is not
substantially cured within 10 days after the non-breaching party gives written notice of the breach
to the breaching party.
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3. Compensation and Expenses. For all consulting services to be performed by the
Consultant pursuant to this Agreement, the Company will pay the Consultant $6,000.00 per month
(less authorized withholdings, if any) for each month during the term of the Agreement. If the
performance of consulting services for the Company requires the Consultant to incur out-of-pocket
expenses (e.g., travel expenses), such expenses will be reimbursed by the Company in accordance
with the Company’s policies and practices, so long as (i) such expenses are reasonable, and (ii)
request for reimbursement of such expenses is made in writing and is supported by adequate
substantiation, as determined by the Company. Travel expenses and any single item in excess of
$250 will be reimbursed only if approved in advance by the Company.
4. Conditions Precedent. The Consultant acknowledges and agrees that (i) satisfaction
of the requirements set forth in this Section will be a condition precedent to the Company’s
obligation to pay the Consultant compensation in accordance with this Agreement, and (ii) if the
Consultant fails to satisfy any of these requirements, no further amounts will be payable under the
Agreement and the Company may, at its option and upon notice to the Consultant, immediately
terminate the Agreement.
(a) Non-Compete. During the term of this Agreement, the Consultant will not, without
the Company’s written consent, anywhere in the world, directly or indirectly, own, be employed by,
solicit sales for, invest in, participate in, advise, consult with, or otherwise be connected in
any way with any business or entity that is engaged, in whole or in part, in any business that is
competitive with the business of the Company (or any portion thereof), except for the exclusive
benefit of the Company. Holding, directly or indirectly, not greater than two percent of the
outstanding securities of a company listed on or through a national securities exchange will not,
by itself, violate this requirement.
(b) Non-Solicitation. During the term of this Agreement, the Consultant will not,
without the Company’s written consent, directly or indirectly, solicit or take any action to induce
any employee to quit or terminate their employment with the Company or the Company’s affiliates.
(c) Confidentiality. The Consultant will not breach the duty of confidentiality set
forth in Section 5 of this Agreement.
(d) Other Rights Preserved. Nothing in this Section eliminates or diminishes rights
that the Company may have with respect to the subject matter hereof under other agreements, the
governing statutes, or under provisions of law, equity, or otherwise. Without limiting the
foregoing, this Section does not limit any rights the Company may have under any agreement with the
Consultant regarding trade secrets or confidential information.
5. Confidentiality. The Consultant will not, at any time (before, during, or after
the term of this Agreement), use (other than for the benefit of the Company) or disclose to any
other person or business entity proprietary or confidential information concerning the Company, the
Company’s parent, or any of their affiliates, or the Company’s, the Company’s parent’s, or any of
their affiliates’ trade secrets or inventions of which the Consultant has gained knowledge either
during the Consultant’s employment with the Company or during the term of this
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Agreement. This paragraph will not apply to any such information that (i) the Consultant is
required to disclose by law; (ii) has been otherwise disseminated, disclosed, or made available to
the public; or (iii) was obtained after the term of this Agreement from some source other than the
Company, which source was under no obligation of confidentiality.
6. Status of Relationship. The Consultant will be an independent contractor of the
Company with respect to the consulting services performed under this Agreement. The Consultant
will not have the authority to incur any obligations or liabilities on behalf of the Company, and
the Consultant will not be entitled to any employment status, benefits, or rights the Company may
provide from time to time to its employees (other than those benefits, if any, that are available
to the Consultant as a former employee of the Company). The Consultant will provide the Company
with a properly completed IRS Form W-9 and such other forms or documents as the Company may
reasonably request in connection with the reporting of payments made to the Consultant for
consulting services.
7. Assignment. The rights and obligations of the Company under this Agreement will be
assignable to, will inure to the benefit of, and will be binding upon, the Company’s successors and
assigns. The Consultant will not have the right to assign any of the rights or obligations
contained in this Agreement.
8. Miscellaneous. This Agreement may be amended only in a writing signed by all of
the parties. The waiver by any party of a breach of any provision of this Agreement will not
operate as, nor be construed as, a waiver of any subsequent breach hereof. This Agreement
constitutes the entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements or understandings pertaining thereto. This
Agreement will be governed by and construed in accordance with the laws of the State of Kansas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the
Effective Date.
| SPIRIT AEROSYSTEMS, INC. | ||||||||
By: |
/s/ Xxxxxx Xxxxx Xxxxxxx
|
/s/ Xxxxxx Xxxxxxx
|
||||||
| Name: Xxxxxx Xxxxx Xxxxxxx | ||||||||
| Title: Senior Vice President of Corporate | ||||||||
| Administration and Human Resources | ||||||||
| “Company” | “Consultant” | |||||||
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