Internal Memorandum
To: Xxxxxx Xxxxxxx Date: July 23, 2003
From: Xxxxx Xxxxxx
Subject: Consulting Agreement
Xxxxxx:
The NL Finance department needs something in writing to confirm my consulting
arrangement with NL Industries.
As agreed, I will provide consulting services to you and NL Industries relating
to NL's product liability (including lead paint cases) and environmental
matters. I will work with Xxx Xxxxxx, Xxxx Xxxxxx, outside counsel, Xxxxxx
Xxxxxx and others in an effort to control the costs of the overall efforts and
to achieve the best results reasonably possible.
NL will compensate me at a rate of $600,000 [50,000 per month starting 8/15/03]
per annum beginning on the effective date of my stepping down as CEO of NL on
July 2003. NL will also reimburse me for reasonable business expenses in
connection with my consultation.
I will be given the normal indemnity from NL acting as its agent in the matters
described above.
This agreement is terminable at any time by either of us. Only the indemnity
continues following termination.
My NL stock options will remain outstanding until termination of this agreement
at which time I will have 90 days to exercise any vested options remaining
outstanding.
If you agree with the above would you please sign and return to me. I will
forward to NL's finance department.
Sincerely,
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/s/X. Xxxxxx Xxxxxx
Xxxxx Xxxxxx
Agreed and Accepted:
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/s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
