EXHIBIT 10.6.10
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of November 1, 1995 between
XXXXXX X. DE KRUIF ("Consultant") and H. F. AHMANSON & COMPANY, a Delaware
corporation (the "Company"). In consideration of the mutual covenants set forth
herein, the parties agree as follows:
1. ENGAGEMENT. The Company hereby engages Consultant, and Consultant
hereby accepts engagement, as a consultant to the Company for a term from the
date hereof through October 31, 1996.
2. DUTIES. Consultant shall provide the Company with professional
services regarding the matters listed on Exhibit A attached hereto. Consultant
shall also provide consultation and advice to the Company and its subsidiaries
on such matters regarding government affairs as the Chief Executive Officer or
the General Counsel of the Company may from time to time request in writing.
a. REPORTING. Consultant shall report to and be subject to the
supervision and control of the Chief Executive Officer of the Company or any
person designated by the Chief Executive Officer and shall provide such officer,
at such times and in such form and detail as such officer shall require, with
reports of his performance and accomplishments and of developments and progress
in the matters and projects which he undertakes pursuant to this agreement.
Consultant shall meet with the Chief Executive Officer of the Company or his
designee
at least monthly with respect to all consulting services provided by Consultant
to the Company hereunder.
b. COMPLIANCE. In performing services for the Company pursuant to
this agreement, Consultant shall use his best efforts to cause the Company to
comply with all applicable laws and regulations.
3. COMPENSATION. During the term of this agreement the Company shall pay
to Consultant as compensation in full for his services hereunder a monthly
retainer of $8,333.33, payable at the end of each month. For purposes of
Section 1 of the Employment Agreement between the Company and Consultant dated
March 1, 1975, as amended, the monthly retainer payments specified in the
foregoing sentence shall not be considered "direct compensation paid to
Executive" [as defined in the Employment Agreement] by the Company and,
therefore, shall not be aggregated in determining whether Executive has received
the minimum annual salary provided for under the Employment Agreement.
4. OFFICE SERVICES. For the purpose of enabling Consultant to render
services hereunder, the Company shall provide Consultant with an office and all
necessary business equipment and supplies needed to perform his duties under
this agreement.
5. EXPENSES. The Company shall reimburse Consultant for all reasonable
expenses necessarily incurred by Consultant in providing consulting services to
the Company. Consultant shall
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obtain prior approval of the Chief Executive Officer of the Company of any
reimbursable expense in excess of $500.
6. INDEPENDENT CONTRACTOR. Consultant is an independent contractor and
will not be treated as an employee with respect to services performed for the
Company for any purposes, including, but not limited to, federal, state or local
tax purposes, or for the purposes of worker's compensation or unemployment
benefit laws. No amounts will be withheld from fees payable to Consultant under
this agreement for the purposes of Federal Insurance Contribution Act (Social
Security), or for other federal, state or local tax withholding laws.
Consultant alone is responsible for the payment of all income and employment
taxes and estimates thereof on all fees received from the Company. Consultant
shall not have authority to (a) execute any document in the name or on behalf of
the Company, (b) enter into any oral or written commitments involving the
Company, or (c) otherwise obligate the Company in any manner whatsoever.
7. NOTICES. Any notice required or permitted hereunder shall be in
writing, shall be deemed given only upon receipt and shall be mailed or
delivered addressed as follows:
a. If to the Company:
H. F. Ahmanson & Company
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
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b. If to Consultant:
Xx. Xxxxxx X. De Kruif
000 Xxxxxx Xxxx
Xxx Xxxxxx, Xxxxxxxxxx 00000
or to such other address as either party shall provide for such purpose pursuant
to this section.
8. PERSONAL SERVICES. No rights or obligations of Consultant hereunder
may be assigned or delegated without the prior written consent of the Company.
Any attempted assignment or delegation without such consent shall be void.
9. ARBITRATION. In the event of a dispute arising over the interpretation
or enforcement of any of the provisions of this agreement, or any other
controversy or claim arising out of or relating to the agreement, Consultant and
the Company agree to submit such dispute to arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association.
Consultant and the Company agree that the arbitration shall occur in Los
Angeles, California.
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IN WITNESS WHEREOF, the undersigned have executed this Consulting Agreement
effective as of the date first set forth above.
H. F. AHMANSON & COMPANY
By /s/ Xxxxxxx X. Xxxx
------------------------------
Xxxxxxx X. Xxxx
First Vice President
/s/ Xxxxxx X. De Kruif
------------------------------
Xxxxxx X. De Kruif
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Exhibit A
AHMANSON RANCH PROJECT: Help the Company obtain entitlements and building
permits on whatever development plan is ultimately put forward.
XXXXXX BAY PROJECT: Help the Company obtain entitlements and building permits
on whatever development plan is ultimately put forward.
OTHER DEVELOPMENT PROJECTS: Help the Company from time to time in working with
local governments and agencies.
CALIFORNIA STATE GOVERNMENT: Maintain and develop relationships with state
government to permit access if needed by the Company.
CALIFORNIA AND FEDERAL LEGISLATIVE BRANCHES: Arrange meetings for Company
officers with appropriate members of these bodies in pursuit of our legislative
agenda.
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