Exhibit 10.15
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and
entered into this 24th day of October, 1996 by and between Xxxxx X.
Xxxxxxx, ("Consultant") and Jefferson Smurfit Corporation (U.S.),
a Delaware corporation (the "Company").
RECITALS
WHEREAS, Consultant has been a valuable executive employee for
the Company for approximately 25 years and since February, 1994,
has served as President and/or Chief Executive Officer of the
Company; and
WHEREAS, the Board of Directors of the Company desires to be
able, from time to time, to call upon the expertise of Consultant;
COVENANTS
NOW, THEREFORE, the parties agree as follows:
1. Consulting Period. The consulting period shall run from
January 1, 1997 to December 31, 2006 (the "Consulting Period").
2. Duties. During the Consulting Period, Consultant shall
hold himself available for consultation and advice on a stand by
basis and upon request by the Board of Directors to furnish
consultation and advisory services to the Board. The manner, times
and places for the performance of such services shall be mutually
agreed to by the parties.
3. Consulting Fees. The Company shall pay Consultant
$75,000 per year, payable each year in twelve equal monthly
installments of $6,250 each, payable on the first day of each
calendar month during the Consulting Period, commencing on January
1, 1997.
4. Status. It is expressly understood and agreed by the
parties that Consultant is an independent contractor and shall not
for any purpose be considered an employee of the Company. The
Company shall not be required to make any social security, state or
federal unemployment compensation, or similar payments on behalf of
Consultant, and to the extent consistent with applicable law, the
Company will not withhold any amounts from the Consulting Fees as
federal income tax withholding from wages or as employee
contributions under the Federal Insurance Contributions Act or any
other state or federal laws. Consultant shall be solely
responsible for the withholding and/or payment of any federal,
state or local income or payroll taxes with respect to the
Consulting Fees. Nothing contained in this Section 4 shall modify,
change, limit or restrict the benefits Consultant is otherwise
entitled to from the Company for his years of service as an
employee.
5. Death or Disability. In the event Consultant dies or
becomes disabled during the Consulting Period, and is not then in
default of any of his obligations hereunder, the Company shall pay,
in a lump sum, without discount for time value of money, the entire
balance of the ten (10) year Consulting Fee, as follows: to the
Consultant's estate, in the event of his death, or to the
Consultant or his guardian or trustee, in the event of his
disability.
6. Non-Competition. (a) During the Consulting Period, the
Consultant shall not, without prior written consent of the Company,
directly or indirectly engage or participate (as an owner, partner,
shareholder, director, officer, employee, joint venturer, agent,
representative or independent contractor, or in any other capacity
calling for the making of any investment or the rendition of any
personal services or any acts of management, operation or control),
in any Restricted Business (as hereinafter defined) within the
Restricted Area (as hereinafter defined); provided, however, that
the Consultant may own up to three percent (3%) of any class of
securities of a corporation engaged in such a competitive business
if such securities are listed on a national securities exchange or
registered under the Securities Exchange Act of 1934.
(b) "Restricted Business" shall mean the businesses in which
the Company and its affiliates (as defined in Rule 12b-2
promulgated under the Securities and Exchange Act of 1934, as
amended) are engaged on the date hereof.
(c) "Restricted Area" shall mean the United States of
America.
7. Remedies. Each party agrees to give the other written
notice of any breach by the other party of this Agreement. The
breaching party shall have thirty (30) days from the date of such
written notice to cure any such breach. If the breaching party
fails to cure the breach to the other party's reasonable
satisfaction within thirty (30) days of receipt of such notice, the
non-breaching party may terminate this Agreement upon written
notice to the breaching party.
8. Governing Law. The validity and effect of this Agreement
shall be governed exclusively by the laws of the State of Missouri,
excluding the "conflict of laws" rules of that state.
- 2 -
9. Assignment. The rights and obligations of the Company
under this Agreement shall inure to the benefit of, and shall be
binding upon, the successors and assigns of the Company. This
Agreement and the obligations created hereunder may not be assigned
by the Consultant, except for the right to receive the payments
contemplated by Section 3 of this Agreement.
10. Entire Agreement. This Agreement sets forth the entire
agreement of the parties with respect to the subject matter hereof
and supersedes any prior written or oral agreements or
understandings of the parties.
IN WITNESS WHEREOF, this Consulting Agreement has been duly
executed on behalf of the Company, and by the Consultant on the
date first above written.
JEFFERSON SMURFIT CORPORATION (U.S.)
By: ________________________________
Title: _____________________________
____________________________________
Xxxxx X. Xxxxxxx
- 3 -
