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EXHIBIT 10(q)
CONSULTING AGREEMENT
This Consulting Agreement, dated April 18, 1997, by and between Woolworth
Corporation, a New York corporation (the "Company"), with an address at 000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and DBSS Group, Inc., a New York
corporation ("Consultant"), with an address at 000 Xxxx 00 Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
WHEREAS, Xxxxxxx Xxxxxxx Xx. is currently President and Chief Executive
Officer of the Consultant and has extensive international experience and
knowledge of the business environment in Germany, as well as a working
knowledge of the German language for business and social purposes; and
WHEREAS, Xx. Xxxxxxx is currently a director of the Company and a member
of the Supervisory Board of X. X. Xxxxxxxxx Co. GmbH ("Woolworth Germany"), a
wholly owned subsidiary of the Company; and
WHEREAS, since July 1, 1996, the Consultant has provided certain
consulting services to the Company related to the Company's businesses in
Germany.
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
terms and conditions set forth herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. Consulting Services. The Company hereby retains the Consultant to
provide management and consulting services related to the Company's businesses
in Germany (the "Services"). In that regard, the Consultant shall provide such
Services as may, from time to time, be requested by the Company's Chairman of
the Board and Chief Executive Officer or President and Chief Operating Officer.
Consultant agrees that the Services shall be provided by Xx.
Xxxxxxx. The Services to be provided by Xx. Xxxxxxx shall be in addition to the
services that he may provide as a director of the Company or as a member of the
Supervisory Board of Woolworth Germany.
2. Term. The term of this agreement shall commence as of July 1, 1996 and
shall be terminable by either party upon 30 days' prior written notice. This
agreement may also be terminated as provided in Sections 3 and 4 hereof.
3. Termination.
The Company may terminate this agreement immediately upon written
notice if the Consultant violates the provisions of Section 9 hereof or
otherwise breaches this agreement.
4. Death/Disability/Termination of Xx. Xxxxxxx.
The Company's obligation to compensate the Consultant as herein
provided is dependent upon Xx. Xxxxxxx'x rendering the Services contemplated
hereunder and, therefore, shall immediately terminate on Xx. Xxxxxxx'x death or
disability or his termination of employment with the Consultant.
5. Consulting Fee.
The Company shall pay to the Consultant the fee of $20,000 per year
as payment for all Services the Consultant is to provide pursuant to this
agreement. Payment for a portion of any period will be prorated. Such fee shall
be payable in quarterly installments on January 1, April 1, July 1 and October 1
of each year during the term hereof.
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6. Reimbursement of Expenses. Upon receipt of appropriate documentation,
the Company shall promptly reimburse the Consultant for all travel and other
business expenses incurred by Xx. Xxxxxxx for travel undertaken at the request
of the Company in the performance of the Services hereunder, subject to the
Company's travel and reimbursement policies applicable to its senior management
employees.
7. Independent Contractor Relationship. The relationship between the
Company and Consultant is an independent contractor relationship and nothing
herein shall create an employer/employee relationship between the Company and
Consultant. Consultant shall have no authority to act on behalf of the Company
or to obligate the Company to any third party in any way except as expressly
authorized in writing by a duly authorized officer of the Company.
8. Compliance with Law. Consultant shall comply with all applicable
federal, state, local, and foreign laws, ordinances, regulations and codes in
the performance of the Services hereunder, including the procurement of permits
and certificates where required. Consultant shall indemnify and hold the Company
harmless from and against any loss, damages or expense arising from its failure
to so comply.
9. Confidential Information. (a) Consultant agrees that during the term of
this agreement and thereafter it shall hold in a fiduciary capacity for the
benefit of the Company all secret or confidential information, knowledge, or
data relating to the Company or its business (which shall be defined as all such
information, knowledge and data coming to its attention by virtue of rendering
services pursuant to this agreement except that which is otherwise public
knowledge or known within the Company's industry). During such period,
Consultant shall not, without the prior written consent of the Company, unless
compelled pursuant to the order of a court or other body having jurisdiction
over such matter and unless required by lawful process or subpoena, communicate
or divulge any such information, knowledge or data to anyone other than the
Company and those designated by it.
(b) Notwithstanding the foregoing, nothing herein shall interfere with the
confidentiality obligations, or other rights or obligations, of Xx. Xxxxxxx as a
member of the Board of Directors of the Company or of the Supervisory Board of
Woolworth Germany.
10. Notices. Any notice to either party hereunder shall be in writing, and
shall be deemed to be sufficiently given to or served on such party, for all
purposes, if the same shall be personally delivered to such party, or sent to
such party by certified mail, postage prepaid, at the address of such party
first given above. Notices to the Company shall be addressed to the General
Counsel. Either party hereto may change the address to which notices are to be
sent to such party hereunder by written notice of such new address given to the
other party hereto. Notices shall be deemed given when received if delivered
personally or three days after mailing if mailed as aforesaid.
11. Applicable Law. This agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to its
principles of conflicts of laws.
12. Arbitration. Any controversy or claim arising out of or relating to
this agreement, or the breach thereof, shall be settled by arbitration in the
City of New York, in accordance with the rules of the American Arbitration
Association (the "AAA"). The decision of the arbitrator(s) shall be final and
binding on the parties hereto, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The costs
assessed by the AAA for arbitration shall be borne equally by both parties.
13. Interpretation. If any provision of this agreement shall be declared
invalid or unenforceable, the remainder of this agreement shall not be affected
thereby, but rather is to be enforced to the greatest extent permitted by law.
Headings in this agreement are inserted for convenience of reference only and
are not to be considered in the construction of the provisions hereof.
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14. Miscellaneous.
(a) Consultant shall not use the name of the Company or any of its
subsidiaries or affiliates in any sales or marketing publication or
advertisement without the prior written consent of the Company.
(b) Consultant shall not assign or transfer its interests or
obligations under this agreement without the prior written consent of the
Company.
(c) This agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and may not be amended or
modified except in writing, signed by both parties.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first above written.
WOOLWORTH CORPORATION
/s/ Xxxxx X. Xxxxx
By:________________________
Chairman of the Board and
Chief Executive Officer
DBSS GROUP, INC.
/s/ Xxxxxxx Xxxxxxx Xx.
By:________________________
President
