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Exhibit 10.32
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated September
__, 2000, is made to be effective as of the 1st day of January, 2000 by and
between X.X. XXXXX CORPORATION, an Ohio corporation (the "Company"), and
XXXXXXXX XXXXX XXXXXX ("Consultant").
WITNESSETH:
WHEREAS, the Company is engaged in the business of manufacturing,
marketing and selling a variety of slipper-type footwear and other products;
WHEREAS, Consultant is a founder of the Company and has been engaged
for many years in the design and development of new products and product
constructions for the Company; and
WHEREAS, on the terms and conditions set forth herein, the Company
desires to engage Consultant as a consultant to the Company and Consultant
desires to be so engaged by the Company.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants in this Agreement, the Company and Consultant agree as follows:
1. ENGAGEMENT OF CONSULTANT. The Company hereby retains Consultant as
an independent contractor and the Consultant hereby accepts such retention and
engagement as an independent contractor, all in accordance with the terms and
conditions of this Agreement.
2. TERM OF ENGAGEMENT. The Consultant's engagement under this
Agreement will begin on January 1, 2000 (the "Effective Date") and will continue
until December 31, 2001 (the "Consulting Period"). The Consulting Period will be
automatically extended for additional 12 month periods, unless at least 30 days
prior to the end of the last day of the then current term of the Consulting
Period, either party gives written notice to the other party that it does not
wish to extend the Consulting Period.
3. SERVICES. During the Consulting Period, the Consultant shall make
herself available to provide, and so provide, the consulting and advisory
services described below (the "Services") as required, from time to time, by the
Chief Executive Officer or Board of Directors of the Company (the "Board"), at
such times as may be mutually agreed between Consultant and the officer
requesting such services or the Board, provided that the Services shall not
require Consultant to travel outside the Central Ohio area. Consultant shall
devote such time and energy as reasonably required to perform the Services. The
Services shall include the following:
(i) Consult with Company personnel regarding product designs and
constructions and manufacturing techniques;
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(ii) Serve as a representative of the Company to promote and
enhance the Company's image, traditions and reputation;
(iii) Make occasional presentations to the Company's associates
regarding the Company's traditions, values and philosophy
and similar matters; and
(iv) Consult on such other matters pertaining to the Company's
business as the Company may reasonably request.
4. CONSULTING FEE. As consideration for Consultant's performance of
the Services, the Company shall pay Consultant during the Consulting Period a
quarterly fee of $15,000. On the date of signing of this Agreement, the Company
will pay to Consultant the sum of $45,000 for Services rendered during the first
nine months of 2000. Thereafter, so long as this Agreement is in effect, the
Company shall pay to Consultant the amount of $15,000 on the first day of each
and every October, January, April and July for Services for the following
three-month period. All ordinary and reasonable out-of-pocket expenses incurred
by Consultant in connection with the performance of the Services shall be
reimbursed to Consultant by the Company, provided that if such expenses are
reasonably expected to exceed $5,000 in the aggregate during any six-month
period, Consultant shall have such expenses approved in advance by the Chief
Executive Officer of the Company.
5. TERMINATION. If Consultant dies or becomes Permanently Disabled
during the Consulting Period, this Agreement shall automatically terminate on
the date of Consultant's death or Permanent Disability, as applicable.
Consultant shall be deemed to have a "Permanent Disability" or to be
"Permanently Disabled" if she is unable to perform, by reason of physical or
mental incapacity, the Services for a total period of 120 days in any 360-day
period. The Board shall determine, according to the facts then available,
whether and when Consultant became Permanently Disabled. Such determination by
the Board shall not be arbitrary or unreasonable, but such decision by the Board
shall be final and binding on the parties hereto. If Consultant becomes
Permanently Disabled or dies, the Consultant shall be entitled to receive no
further payments under this Agreement. If this Agreement is terminated by the
Company for any other reason (other than as a result of Consultant's continuing
breach of this Agreement after receipt of written notice of the breach and her
failure to cure the breach within a reasonable period of time following such
notice), the Company shall continue to pay Consultant the consulting fees
provided for in Section 4 for the remainder of the Consulting Period.
6. MISCELLANEOUS.
(a) Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same Agreement.
(b) Entire Agreement. Except as otherwise expressly set forth
herein, this Agreement sets forth the entire understanding of the parties, and
supersedes and preempts all prior oral or written understandings and agreements
with respect to the subject matter hereof.
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(c) Governing Law. This Agreement shall be construed and
enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by,
the laws of the State of Ohio without giving effect to provisions thereof
regarding conflict of laws.
(d) Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be submitted to
arbitration by the American Arbitration Association in Columbus, Ohio, and the
determination of the American Arbitration Association shall be final and
absolute. The arbitration and the arbitrator shall be governed by the Commercial
Arbitration Rules of the America Arbitration Association and the pertinent
provisions of the laws of the State of Ohio relating to arbitration. Any
judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Compensation and benefits provided hereunder shall
continue while any proceeding entered into pursuant to this section is in
progress.
(e) Amendment and Waivers. Any provisions of the Agreement may
be amended or waived only with the prior written consent of the Company and
Consultant.
(f) No Effect on Royalty Agreement. Nothing contained in this
Agreement shall be deemed an amendment or otherwise affect any other agreement
presently in effect between
the Company and Consultant.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
COMPANY:
X.X. XXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Its: CFO
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CONSULTANT:
/s/ Xxxxxxxx Xxxxx Xxxxxx
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Xxxxxxxx Xxxxx Xxxxxx
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