CONSULTING AGREEMENT
EXHIBIT
10.16
This
Consulting Agreement will become effective the 1st day of
January 2006 or such earlier date as determined by either party upon providing
30 days written notice, by Franklin Electric Co., Inc. (“Franklin”) and
Xxxx Xxxx (“Consultant”). By
executing this agreement both parties agree to waive the 90-day notice
requirement under Section 2 of Xx. Xxxx’x employment agreement. Under no
circumstances would this Consulting Agreement and Xx. Xxxx’x Employment
Agreement be effective at the same time.
| 1. |
Services.
Consultant agrees to provide up to 500 hours of consulting services per
annum, as requested by the Chief Executive Officer of Franklin, respecting
the general operations of Franklin both domestic and international.
Services will be scheduled on a mutually acceptable basis. Consultant
shall exercise a reasonable degree of skill and care in performing the
consulting services under this Agreement. |
| 2. |
Fees.
In return for the services provided by Consultant, Franklin agrees to pay
to Consultant $20,840.00 each month for a period of twelve months
beginning with the effective date of this agreement. Further, Consultant
will be eligible to receive an annual performance bonus. The performance
bonus will be a percent of the annual retainer calculated using the
Franklin Executive Officer Performance Bonus Plan formula. The Consultant
will receive a pro-rata share of the bonus based upon the amount of
services provided during the term of this agreement. The amount of the
services provided for calculating the bonus will be determined by the
Chief Executive Officer and the Consultant on a mutually acceptable basis.
During the term of this agreement stock option grants previously awarded
will continue to vest in accordance with the option agreement
document. |
| 3. |
Relationship
of Parties.
Consultant is an independent contractor and not an agent or
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employee
of Franklin. Franklin shall have no right to control Consultant’s methods or
means for providing the services designated in this Agreement.
| 4. |
Insurance,
Fringe Benefits and Taxes.
Consultant, during the term of this agreement, will be covered by
Franklin’s medical and life insurance provided employees. This agreement
in no way nullifies or changes the insurance and fringe benefits the
consultant may have earned with Franklin for his employment years.
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| 5. |
Expenses.
Consultant may incur expenses in connection with providing the services.
Consultant shall be responsible for paying all such expenses except that
Franklin agrees to reimburse Consultant for the following expenses: Travel
and related business expenses. |
| 6. |
Confidentiality.
All information provided to Consultant by Franklin or obtained by
Consultant from Franklin shall be held in confidence and shall not be
disclosed by Consultant to any third party. Consultant shall not use any
of the confidential information for any purpose other than to provide the
consulting services to Franklin. All confidential information, including
all copies or other reproductions made by Consultant, shall be deemed the
property of Franklin and shall be returned to
Franklin. |
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| 7. |
Inventions
and Information.
All inventions and information developed in connection with consultant’s
services shall be the property of Franklin. Consultant shall execute any
documents (including patent applications or the assignments thereof)
necessary to vest in Franklin the full title and interest in all
information, inventions and improvements
developed. |
| 8. |
Covenant
Not to Compete.
During the term of this Agreement and for one (1)
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additional
year, Consultant shall not, by himself or in connection with any entity,
directly or indirectly, undertake, carry on, participate in or have any
financial interest in, or in any manner advise or assist any person or entity
in, any business involving the subject matter of the consulting services
provided hereunder.
| 9. |
Termination.
This Agreement expires twelve calendar months following the effective date
but no later than December 31, 2006. |
| 10. |
Miscellaneous.
This Agreement constitutes the entire Agreement between the parties and it
shall be governed by and enforced in accordance with the laws of the State
of Indiana. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid, but if any
provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of the Agreement.
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Franklin
shall defend Consultant against all claims and proceedings and shall hold them
harmless from all liabilities and losses arising from anything done or any
recommendations made under this contract.
IN
WITNESS WHEREOF, the parties have executed this Agreement on February 11,
2005.
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Franklin
Electric., Inc. |
Consultant | |
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By
/s/ Xxxx Xxxx |
/s/
Xxxx X. Xxxx | |
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(printed
name and title) |
(signature) | |
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(printed
name) |
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(address) | ||
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(social
security number) | ||
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Date |
Date | |
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