EXHIBIT 10.19
CONSULTING AGREEMENT
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This Consulting Agreement (this "Agreement") is made and entered into as of
the 5th day of December, 1996, by and between RADNOR HOLDINGS CORPORATION, a
Delaware corporation (the "Company"), and XXXXXXX XXXXXXXXXX, an individual (the
"Consultant").
BACKGROUND
The Company and Xxxxxxxxxx are parties to a certain Stock Purchase Agreement
dated October 30, 1996 (the "Stock Purchase Agreement"), which requires the
Company and Xxxxxxxxxx to enter into this Agreement. Pursuant to the Stock
Purchase Agreement, the Company shall pay Xxxxxxxxxx the sum of $240,000, in the
manner specified herein, in consideration for his entering into this Agreement,
and for the services to be performed by him hereunder. Capitalized terms used
herein without definition shall have the meanings given to such terms in the
Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the Company hereby retains the Consultant to render consulting services,
and the Consultant hereby accepts such appointment upon the terms and conditions
hereinafter set forth:
1. Term. The term ("Term") of this Agreement shall commence on the date of
this Agreement (the "Effective Date") and shall terminate six (6) months after
the Effective Date (the "Termination Date"), unless terminated prior to the
Termination Date as hereinafter provided.
2. Duties of the Consultant. The Consultant shall be available, at
reasonable times and on reasonable notice, for consulting with the Company and
shall render services to and advise employees of the Company from time to time,
as requested by the President or the Board of Directors of the Company, provided
that the Consultant shall not be required to devote more than forty (40) hours
per month to these duties.
3. Fees and Expenses. In consideration for the Consultant's holding
himself available to act as a consultant and for the services to be rendered by
the Consultant under this Agreement, the Company shall pay the Consultant a fee
(the "Consulting Fee") in the amount of $240,000, payable in six (6) equal
consecutive monthly installments of $40,000, commencing one month after the date
hereof, or as otherwise agreed by the Consultant and the Company. The Company
shall reimburse the Consultant for reasonable out-of-pocket business expenses
incurred in connection with his duties hereunder, provided such expenses are
approved in advance by the Company.
4. Early Termination. The Company shall have the right to terminate this
Agreement if the Consultant fails to perform his duties and obligations
hereunder or if he commits any acts amounting to gross negligence, willful
misconduct, fraud, disloyalty or dishonesty to the detriment of the Company,
provided that such failure or such other act shall continue or shall not be
remedied within fifteen (15) days after written notice thereof from the Company
to the Consultant.
5. Contractual Relationship.
(a) The Consultant shall at all times be an independent contractor and
not an employee of the Company, and the Consultant shall not hold himself out as
an employee of the Company. In furtherance thereof, the Company and the
Consultant covenant and agree that one is neither the employee, employer,
principal nor agent of the other, except that the Consultant is an independent
contractor of the Company. The compensation paid to the Consultant under this
Agreement is paid to the Consultant in the capacity of an independent
contractor. The Consultant shall have no authority to bind or commit the
Company to any contract.
(b) The Consultant shall be liable for his own debts, obligations, acts
and omissions, including, but not limited to, the payment or provision for
payment of all required withholding, Social Security and other taxes or benefits
incurred due to his acts or omissions.
(c) The Company shall not withhold, on behalf of the Consultant, any
sums for income tax, unemployment insurance, Social Security or other
withholding or benefit.
(d) Nothing in this Agreement is intended, and nothing herein shall be
construed, to create an employer/employee relationship, a partnership, or a
joint venture relationship between the Consultant and the Company, or to allow
the Company to exercise control or direction over the manner or method by which
the Consultant performs the services contemplated by this Agreement, except as
set forth in Section 2 hereof. The sole interest of the Company is to ensure
that the Consultant renders and performs the services in a competent, efficient
and satisfactory manner and in accordance with this Agreement.
(e) The Consultant shall be entitled to receive the same medical
insurance coverage as is provided by the Company to its employees and on the
same terms as such insurance is provided to employees of the Company.
6. Confidentiality. The Company, pursuant to the Consultant's provision of
services hereunder, will provide the Consultant access to its confidential
proprietary information developed or owned by the Company including, but not
limited to, (i) business methods and systems, (ii) techniques and methods of
operation (iii) sales plans, marketing methods, customer lists, and (iv)
product, financial and other information of or pertaining to the Company ("Trade
Secrets"), which the Consultant recognizes to be unique assets of the Company's
business. The Consultant shall not, during or at any time after the term of
this Agreement, directly or indirectly, in any manner utilize or disclose any
such Trade Secrets, to any person, firm, corporation, association or other
entity, except (i) where required by law, or (ii) in the course of his duties
hereunder. The Consultant
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further covenants and agrees that he will promptly deliver to the Company all
tangible evidence of any Trade Secrets prior to or at the termination of this
Agreement.
7. Compliance with Laws. The Consultant shall comply with all federal,
state and local laws applicable to the performance of his services under this
Agreement.
8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with regard to the subject matter hereof, and there
are no agreements, understandings, specific restrictions, warranties or
representations relating to said subject matter between the parties other than
those set forth or provided for herein. Any amendment to this Agreement shall
be made in writing and signed by all parties hereto.
9. Successors Bound; Assignability. This Agreement shall be binding upon
the Consultant, the Company and their respective successors in interest. This
Agreement, or any rights or obligations hereunder, is not assignable by either
party hereto without the prior written consent of the other party hereto.
10. Notices. All notices or other communications hereunder shall be in
writing and shall be deemed to have been given if mailed by registered or
certified mail, return receipt requested, to the parties at the addresses set
forth below or such other addresses as shall be specified by notice to the other
party hereunder:
To the Company:
Radnor Holdings Corporation
Three Radnor Corporate Center, Xxxxx 000
000 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, President
With a copy to:
Duane, Morris & Heckscher
Xxx Xxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Esquire
To the Consultant:
Xxxxxxx Xxxxxxxxxx
000 Xxxxxxxxx Xxxx
Xxxx Xxxxx, XX 00000
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With a copy to:
Xxxxxxx Xxxxxx, Esquire
Xxxxxxxx & Knight, P.C.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, XX 00000
11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which will take effect as an original, and all of which
shall evidence one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
RADNOR HOLDINGS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
President
/s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
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