Exhibit 10.18
AGREEMENT
AGREEMENT made this 31st day of January, 2002, between Xxxxxx
Xxxxxx Companies Inc., a corporation organized and existing under the laws of
the Commonwealth of Virginia, hereinafter called the "Company," and Xxxxxxxx X.
Bible, hereinafter called "Consultant."
WHEREAS, Consultant has been employed by the Company or its
affiliates continuously since 1976 and has served the Company as President and
Chief Executive Officer since June 1994 and Chairman and Chief Executive Officer
since February 1995 and has contributed significantly to the Company's success;
and
WHEREAS, the Company desires that Consultant continue to make
himself available following his retirement to consult with the Company and his
successor on various issues;
NOW, THEREFORE, in consideration of Consultant's significant
contributions to the success of the Company and the other agreements contained
herein, the parties hereto agree as follows:
1. For the five-year period commencing with the date of Consultant's
retirement from the Company (the "term hereof"), Consultant shall, at
all reasonable times and insofar as his physical condition may permit,
make himself available to the Company to consult with and advise its
officers, directors and other representatives in connection with such
matters as the then chief executive officer of the Company shall
require. The Company will reimburse Consultant for his reasonable
out-of-pocket expenses incurred in providing such services.
2. For so long as Consultant shall maintain a residence within reasonable
commuting distance of Greenwich, Connecticut, the Company shall provide
Consultant at Company expense with an office at the location specified
in Exhibit A or another comparable office in the Greenwich, Connecticut
area, together with secretarial service and office furniture, supplies
and equipment, including two phone lines, telephones and a fax machine,
comparable to that to which he is currently accustomed. If Consultant
shall cease to maintain a residence within reasonable commuting
distance of Greenwich, Connecticut, the Company shall no longer be
required to maintain such office, but in lieu thereof shall provide
Consultant, if Consultant so requests, with a comparable office and
secretarial service, furniture, supplies and equipment at a Company
facility within a reasonable commuting distance of Consultant's new
residence, subject to available space and the approval of the Company's
chief executive officer. If there is no Company facility within a
reasonable commuting distance of Consultant's new residence or if
Consultant has requested office space at such a facility and the
Company has not provided such space, the Company shall provide
Consultant with an allowance of up to $190,000 a year for office space,
furniture, supplies and equipment and in addition with comparable
secretarial service. The Company's obligations under this paragraph
shall continue for Consultant's life.
3. In addition to the Company's obligations to Consultant under paragraph
2, the Company shall provide Consultant at Company expense with the
following for his life or until Consultant no longer requires them:
(a) a telephone calling card;
(b) two cellular telephones, of Consultant's choosing, two
cellular telephone lines, and costs of maintenance; and two
home fax machines, of Consultant's choosing, fax telephone
lines, and costs of maintenance;
(c) the security arrangements in existence or their equivalent at
Consultant's current home and vacation home or at any other
two residences that Consultant may subsequently occupy;
(d) reasonable access to Company facilities, including dining
rooms and fitness centers, and use of Company aircraft subject
to availability of such aircraft and the approval of the
Company's chief executive officer;
(e) a Company car and driver; provided that if Consultant shall
cease to maintain a residence within reasonable commuting
distance of the Greenwich, Connecticut area, the Company shall
no longer be required to provide a car and driver, but in lieu
thereof shall provide Consultant, if Consultant so requests,
with an allowance of up to $100,000 per year for a car
service; and
(f) up to $15, 000 a year in financial counseling expenses.
4. If at any time in the future Consultant is made a party or witness, or
is threatened to be made a party or witness, to any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that Consultant was a director,
officer or employee of the Company (or any subsidiary or affiliate
thereof) whether or not the basis for such proceedings is Consultant's
alleged action in an official capacity while serving as a director,
officer or employee, the Company agrees that Consultant shall be
indemnified and held harmless by the Company to the fullest extent
permitted or authorized by applicable law against all cost, expense,
liability and loss (including, without limitation, attorney's fees,
judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by Consultant in connection therewith.
Such indemnification will inure to the benefit of Consultant's heirs,
executors and administrators. The Company shall also advance to
Consultant all reasonable costs and expenses incurred by Consultant in
connection with a Proceeding within 20 days after receipt by the
Company of a written request for such advance as well as Consultant's
written agreement to submit subsequent documentation of such costs.
Such request shall include a written statement, executed personally, of
Consultant's good faith belief that Consultant met any standard of
conduct that is a prerequisite to Consultant's entitlement to
indemnification under applicable law and a written undertaking by
Consultant to repay
the amount of such advance if it shall ultimately be determined that
Consultant did not meet such standard of conduct. This paragraph shall
remain in full force and effect regardless of any other provision of
this agreement, including paragraph 5 below.
5. The Company and Consultant shall each inform the other in writing at
least six months prior to the expiration of the consulting period
specified in paragraph 1 and each extension thereof whether the party
wishes to renew such consulting agreement and, thereafter, by mutual
written agreement, such agreement may be renewed for additional terms
and under conditions, as the parties shall agree. It is intended that a
mutual determination of the continuation of Consultant's services
desired by Consultant and the Company will determine the specifics
relative to the length and terms of any further agreement between
Consultant and the Company.
6. In rendering services as a consultant as provided in paragraph 1,
Consultant shall be an independent contractor.
7. This agreement shall be binding upon and inure to the benefit of the
parties hereto and any successors to the business of the Company, and
the obligations of the Company, and any successor, to Consultant shall
continue notwithstanding any change in control of the Company as such
term is defined in the agreement dated February 1, 1995 between Company
and Consultant. Neither this agreement nor any rights hereunder shall
be assignable by Consultant.
8. This agreement contains the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof, provided
that the parties expressly acknowledge that this agreement does not
pertain to any pension, health care or other benefits to which
Consultant may otherwise be entitled as a retiree of the Company under
other policies or agreements, except that the Company expressly agrees
that the health care benefits to which Consultant and his spouse shall
be entitled upon his retirement from the Company (or to the extent such
health care benefits may later be increased) shall continue in effect
for his life and the life of Consultant's spouse without reduction in
the level of benefits or increase in the cost of such benefits to
Consultant or Consultant's spouse. No representations have been made,
except as herein set forth, and no change may be made in the terms and
provisions hereof, except by an instrument in writing signed by the
parties hereto.
If the foregoing conforms to your understanding, please sign and return the
enclosed counterpart of this letter, which will thereupon become a binding
agreement between us.
XXXXXX XXXXXX COMPANIES INC.
/s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx
Accepted and agreed to:
/s/ XXXXXXXX X. BIBLE March 18, 2002
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Xxxxxxxx X. Bible Date
EXHIBIT A
Office space on the second level of the office building located at
One East Xxxxxx Avenue in Greenwich, Connecticut
