Exhibit 10.14
Consulting Agreement
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This Consulting Agreement (the "Agreement") is made as of February 23,
2001, by and between ABC-NACO Inc., a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxxxxx (the "Consultant").
WHEREAS, the Company and Consultant desire to enter into a consulting
relationship upon the terms and subject to the conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the covenants set forth in this
Agreement and of the mutual benefits accruing to the Company and Consultant from
the consulting relationship to be established between the parties by the terms
of this Agreement, the Company and Consultant agree as follows:
1. Consultant Relationship.
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The Company agrees to retain Consultant, and Consultant agrees to be
retained by the Company, as a business consultant to the Company, and not as an
employee of the Company.
2. Consulting Services.
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Consultant agrees that during the term of this Agreement:
(a) Consultant will devote his best efforts, talents and skills to his
position as a business consultant to the Company and will perform such duties
and execute such policies of the Company as determined by the Company's board of
directors.
(b) Consultant will devote substantially all of his business time and
attention (except for vacation time and sick leave) to the business and affairs
of the Company.
(c) Consultant will report directly to the Company's board of
directors on a regular basis and in any event at least once every 45 days.
Consultant will not, without the prior written consent of the Company's board of
directors, be engaged in or concerned with any other commercial duties or
pursuits which are reasonably likely to interfere with the performance of his
duties under this Agreement; provided, however, that the parties hereto agree
and acknowledge that Consultant will be involved in the winding down of the
affairs of Allied Products Corporation.
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3. Compensation and Other Benefits.
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(a) The Company will pay Consultant for his services under this
Agreement compensation equal to $250,000 for the six-month term of this
Agreement, at the rate of $41,666.67 per month, payable in monthly or more
frequent installments.
(b) The Company will reimburse Consultant for all reasonable and
necessary business expenses incurred by Consultant relating to the conduct of
the business of the Company; provided, however, that the parties agree that
Consultant (and not the Company) will be responsible for expenses relating to
Consultant's office space and secretary. Any expense reimbursement by the
Company will be conditioned upon Consultant presenting to the Company an
itemized statement of his expenses with supporting documents, consistent with
the Company's regular procedures and the requirements of the Internal Revenue
Service.
(c) Consultant will not be entitled to participate in or receive
benefits under any retirement, pension, health, accident and disability
insurance, or other similar employee benefit plan currently in place or which
may be adopted by the Company (or any other member of the consolidated group of
which the Company is a part) for its executives or other employees.
(d) The Company will indemnify and defend Consultant to the maximum
extent permitted under Delaware law for actions taken on behalf of the Company
under this Agreement in his capacity as a consultant serving at the request of
the Company.
4. Term.
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The term of this Agreement will begin on February 23, 2001 and
continue until August 23, 2001, subject to (a) earlier termination in the event
of Consultant's death or total disability or (b) extension of the term as the
parties may mutually agree.
5. Severability.
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Each of the terms and provisions of this Agreement is to be deemed
severable in whole or in part and, if any term or provision or the application
thereof in any circumstances should be invalid, illegal or unenforceable, the
remaining terms and provisions or the application thereof to circumstances other
than those as to which it is held invalid, illegal or unenforceable, will not be
affected thereby and remain in full force and effect.
6. Binding Agreement.
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This Agreement is binding upon the parties, their heirs, successors,
personal representatives and permitted assigns. The Company may assign this
Agreement to any successor in interest to the business, or part thereof, of the
Company. Consultant may not assign any of his obligations or duties hereunder.
7. Controlling Law and Jurisdiction.
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This Agreement will be governed by and interpreted and construed
according to the laws of the State of Illinois. The parties hereby consent to
the jurisdiction of the state and federal courts in the State of Illinois in the
event that any disputes arise under this Agreement.
8. Entire Agreement.
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This instrument contains the entire agreement of the parties with
regard to the subject matter hereof, and may not be changed orally, but only by
an agreement in writing signed by the parties hereto.
9. Headings.
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All numbers and heading of paragraphs are for reference only and are
not intended to qualify, limit or otherwise affect the meaning or interpretation
of any paragraph.
10. Notices.
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All notices, requests, demands and other communications under this
Agreement will be in writing and will be deemed to have been duly given (a) on
the date of service if served personally on the party to whom notice is to be
given; (b) on the day after delivery to an overnight courier service; or (c) on
the third day after mailing, if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid and
properly addressed, to the party as follows:
If to the Consultant: Xxxxxxx X. Xxxxxxx
R.A.D. Associates
000 X. Xxxxxxxxx Xxxxxx, #000
Xxxx Xxxxxx, XX 00000
If to the Company: ABC-NACO Inc.
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attention: General Counsel
Any party may change its address for the purpose of this Section by giving
the other party written notice of its new address in the manner set forth above.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth above.
ABC-NACO INC.
By:_____
Xxxxxx X. Xxxxx
Chairman and Chief Executive Officer
By:_____
Xxxxxx X. Xxxxx
Chairman of the Compensation Committee
CONSULTANT
______
Xxxxxxx X. Xxxxxxx
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