EXHIBIT 10.17
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") dated as of January
1, 2002 is by and between STERLING CHEMICALS HOLDINGS, INC., a Delaware
corporation (the "Company"), and XXXXXX X. XXXXX ("Xx. Xxxxx").
PRELIMINARY STATEMENTS
1. The Company desires to retain Xx. Xxxxx in a consulting and
advisory capacity upon the terms and conditions hereinafter set
forth.
2. Xx. Xxxxx is willing to act in a consulting and advisory capacity
to the Company upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
covenant and agree as follows:
Section 1. Engagement and Duties. (a) In order to permit the
Company to continue to have the benefit of Xx. Xxxxx'x experience and knowledge
of the business and affairs of the Company and its subsidiaries (collectively,
the "Constituent Companies"), and his reputation and contacts in the industry,
the Company hereby engages Xx. Xxxxx to provide, during the Advisory Period (as
defined below), such advisory and consulting services as the Company may
reasonably request from time to time, and Xx. Xxxxx hereby accepts such
engagement and agrees to provide such services.
(b) As used in this Agreement, "Advisory Period" means the period
beginning on January 1, 2002 and continuing thereafter until this Agreement is
terminated by either party by providing the other party with 30 days' prior
written notice of such termination; provided, however, that the Advisory Period
shall automatically terminate upon the earliest to occur of (i) Xx. Xxxxx
becoming a full-time employee of any third party, (ii) Xx. Xxxxx'x death or
incapacity and (iii) the expiration of Xx. Xxxxx'x term as a director of
Holdings, his resignation as a director of Holdings or his removal as a director
of Holdings.
Section 2. Compensation. (a) During the term of this Agreement,
the Company shall pay to Xx. Xxxxx an advisory fee (the "Monthly Advisory Fee")
in an amount equal to $10,000 for each Monthly Period (as defined below);
provided, however, that in the event that the Advisory Period terminates other
than on the last day of a Monthly Period, the Monthly Advisory Fee for the
Monthly Period during which such termination becomes effective shall be reduced
to an amount equal to the Monthly Advisory Fee times a fraction, the numerator
of which is the number of days elapsed since the beginning of the relevant
Monthly Period and the denominator of which is the number of days in such
Monthly Period. For purposes of this Agreement, a "Monthly Period" is the period
commencing on the 1st day of any month during the Advisory Period and continuing
thereafter until the last day of such month. The Company
shall pay Xx. Xxxxx the Monthly Advisory Fee for each Monthly Period on or
before the 1st day of the calendar month immediately following the end of such
Monthly Period.
(b) The parties acknowledge and agree that Xx. Xxxxx is and shall
be an independent contractor with respect to all services performed hereunder
and that Xx. Xxxxx shall not be performing the services hereunder as an officer,
agent, representative, employee or servant of the Company. In addition, nothing
contained in this Agreement shall entitle Xx. Xxxxx to participate in any
employee benefits plans or programs established or maintained by the Company or
be entitled to a bonus of any kind.
Section 3. Business Expenses. The Company agrees to reimburse Xx.
Xxxxx for all expenses reasonably incurred by him in the performance of his
duties hereunder. Requests for reimbursement shall be accompanied by appropriate
documentation.
Section 4. Tax Withholdings. The Company shall be entitled to
withhold from all payments hereunder all applicable taxes (federal, state and
other) which it is required by law to withhold therefrom.
Section 5. Counterparts. This Agreement may be executed by the
parties in any number of counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute but one and the same
agreement.
Section 6. Severability. Should any clause, sentence, paragraph,
subsection or Section of this Agreement be judicially declared to be invalid,
unenforceable or void, such decision will not have the effect of invalidating or
voiding the remainder of this Agreement, and the parties agree that the part or
parts of this Agreement so held to be invalid, unenforceable or void will be
deemed to have been stricken herefrom as if such stricken part or parts had
never been included herein.
Section 7. Amendments and Waivers. No amendment, modification,
restatement or supplement of this Agreement shall be valid unless the same is in
writing and signed by the parties. No waiver of any provision of this Agreement
shall be valid unless in writing and signed by the party against whom that
waiver is sought to be enforced. No failure or delay on the part of either party
in exercising any right, power or privilege hereunder, and no course of dealing
between the parties, shall operate as a waiver of any right, power or privilege
hereunder. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder. No notice to or demand on
either party in any case shall entitle such party to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights
of either party to any other or further action in any circumstances without
notice or demand.
Section 8. Governing Law. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
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Section 9. Entire Agreement. This Agreement sets forth all of the
promises, agreements, conditions, understandings, warranties and representations
between the parties with respect to the matters contemplated hereby, and
supersedes all prior agreements, arrangements and understandings between the
parties, whether written, oral or otherwise. There are no promises, agreements,
conditions, understandings, warranties or representations, oral or written,
express or implied, between the parties concerning the subject matter hereof
except as set forth herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
STERLING CHEMICALS HOLDINGS, INC.
By:
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Xxxxx X. Xxxxxx, President and Co-CEO
CONSULTANT:
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Xxxxxx X. Xxxxx
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