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EXHIBIT 10.41
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT made and entered this 1st day of
February, 2000, by and between FALCON SHOE MFG. CO., a Maine corporation (the
"Company") and XXXXXXXX X. XXXXXXXX, an individual residing in Auburn, Maine
(the "Consultant");
WHEREAS, subject to the terms and conditions hereinafter set
forth, the Company wishes to retain the services of the Consultant and the
Consultant is willing to provide consulting services to the Company.
NOW, THEREFORE, in consideration of the premises and the
mutual promises and covenants contained herein, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Engagement and Term. Subject to the provisions for termination hereinafter
set forth, the Company hereby engages the Consultant, and the Consultant hereby
accepts such engagement by the Company, as a consultant, on the basis as an
independent contractor, for a term of five years commencing on February 1, 2000
and ending on January 31, 2005 (the "Term").
2. Duties. The Consultant shall perform such duties and tasks as the Chairman or
President of the Company or their respective designees shall assign from time to
time during the Term. The minimum number of hours which shall be worked by the
Consultant under this Agreement is 200 during the first year of the term
beginning February 1, 2000. For the remaining four years of the Term, the
Consultant will be on-call to provide such services as are mutually
satisfactory. The Consultant shall be generally available to perform any
reasonable assignments during the first year of the Term upon reasonable notice.
3. Fees and Expenses. For the due and faithful performance of the services
contemplated by this Agreement, the Company will pay to the Consultant during
the first year of the Term beginning February 1, 2000 a consulting fee in the
amount of $10,000, payable monthly. In the event the Consultant works more than
200 hours in the first year of the Term and for all services rendered in any
subsequent year of the Term, he shall be paid $50 per hour payable monthly
following the performance of such additional hours. The Company will also pay
rent for the Consultant's office at a cost of $500 per month. The Company will
also reimburse the Consultant for his reasonable and necessary business expenses
related to the performance of his duties hereunder.
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4. Termination of Agreement. The Agreement shall be terminated
upon the first to occur of the following: (a) any failure or inability of the
Consultant to observe or perform the agreements, obligations or covenants herein
contained, (b) the death of the Consultant, or (c) expiration of the Term.
5. Independent Contractor. The Consultant shall be and remain
only an independent contractor. Nothing contained herein shall be deemed or
construed to create an employer/employee relationship.
6. Fringe Benefits. The Consultant shall not be entitled to
coverage under any other welfare or insurance benefit plans of the Company or
under the Company's profit sharing or 401(k) plan.
7. Company Car. The Consultant shall be provided the Company
car that he is currently provided under his Employment Agreement; provided,
however, that the Company will transfer without additional consideration full
title to such car at Consultant's request at which time Consultant will be
liable for all further operating and maintenance costs, including insurance.
8. Stock Options. The Consultant shall return and release
without exercise his 200 Series B Stock Options (vested and nonvested) to
purchase 200 shares of common stock of Iron Age Holdings Corporation.
9. Non-Competition. The Consultant shall not engage, directly
or indirectly, in any employment, ownership or consultant relationship with any
competitor of the Company or any of its affiliated companies in any state or
Puerto Rico during the Term. The Consultant acknowledges that any violation of
this non-competition clause shall entitle the Company to injunctive relief.
10. Confidentiality. The Consultant shall maintain strict
confidentiality of all proprietary information or documents of the Company and
its affiliated companies. Upon termination of this Agreement, the Consultant
shall return the original and all copies of all such information to the Company.
11. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed within the continental United States
by first class certified mail, return receipt requested, postage prepaid,
addressed as follows:
(a) If to the Company, to:
Xxxxxxx X. Xxxxx, President and CEO
Iron Age Corporation
Xxxxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
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(b) to the Consultant, to
P. O. Xxx 000
Xxxxxx, XX 00000
Such addresses may be changed by written notice sent to the other party at the
last recorded address of that party.
12. Prior Agreements. This Agreement shall supersede effective
February 1, 2000 the Employment Agreement and Non-Competition Agreement dated
August 1, 1994 entered into between the Company and the Consultant. Upon the
commencement of the Term of this Agreement, said Agreements shall become null
and void.
13. Governing Law. This Agreement shall interpreted under the
laws of the Commonwealth of Pennsylvania.
WITNESS the due execution as of the day and year above
written.
FALCON SHOE MFG. CO.
By:
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Chairman
CONSULTANT
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Xxxxxxxx X. Xxxxxxxx
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