Exhibit 10
CONSULTING AGREEMENT
___________________________
This consulting agreement (hereinafter referred to as
"Agreement") is entered into as of the 30th day of September,
2000, by and between e-Solutions, LLC (Xxxxxx X. Xxxxxxxx, owner
and principal) (hereinafter referred to as "Consultant") and The
Timken Company (hereinafter referred to as "Company"), a
corporation organized and existing under the laws of the State of
Ohio.
WHEREAS, Consultant has been employed for many years as an
officer of the Company and has acquired extensive experience and
developed important relationships which the Company wishes to
utilize by retaining Consultant to perform certain services as
described herein; and
WHEREAS, Consultant will resign as an officer and retire as an
employee on September 30, 2000, under the Company's retirement
xxxxxxx.
XXX, THEREFORE, in consideration of the mutual promises and
covenants, it is hereby agreed by and between the parties as
follows:
1. In consideration of Consultant's services as hereinafter
described, the Company agrees to pay Consultant a retainer at the
rate of $80,000 per year to be paid quarterly on the first day of
each calendar quarter beginning October 1, 2000.
2. The services to be performed by Consultant shall consist of
the following: (1) provide counsel and advice to the Company on
various matters from time to time as requested by the Chairman
and CEO, the President and Chief Operating Officer or the Senior
Vice President - e - business of the Company; and (2) provide
advice to the Company regarding the Company's use of technology,
intellectual property, "e-business" and the Company's strategy
relating thereto; and (3) provide counsel and advice to the
President - Industrial regarding the development and
implementation of the Company's global industrial business' e-
business initiative (known internally as "PerformanceOne" or
"Laser") in Europe and Asia.
3. It is anticipated that Consultant will devote the equivalent
of approximately 5 days per month to the performance of the
services described above. The days on which Consultant will
perform services under this Agreement, and the number of hours
devoted to the performance of such services on any given day,
will be determined by Consultant in his sole discretion.
4. The Company will reimburse Consultant for all reasonable and
necessary expenses (including business class travel on
international flights) incurred in the performance of the
services described in this Agreement.
5. Consultant agrees that he shall treat confidentially any
material, non-public information, trade secrets, or proprietary
data of the Company that he obtains during the course of
performing his services under this Agreement.
6. Consultant agrees that, during the term of this Agreement
and for three years after the termination of this Agreement, he
shall not provide services to any third party that is a direct
competitor of the Company; provided, however, that Consultant
may, with the prior written consent of the Company, provide
services to a group or consortium of companies that may include
direct competitors of the Company. Subject to the foregoing,
Consultant may provide consulting or other services to other
parties during the term of this Agreement and at anytime
thereafter.
7. It is agreed that Consultant shall render his services as an
independent contractor and that no relationship of employer-
employee shall result from the execution of this Agreement or
from the performance of any services hereunder. Consultant shall
have no authority to initial or sign contracts or otherwise to
take any action that would create any legally-binding obligation
on the part of the Company or any of its subsidiaries or
affiliates, and shall at all times avoid any action or statement
that would in any way represent himself or hold himself out as an
agent or employee of the Company or any of its subsidiaries or
affiliates.
8. Consultant shall have the right to determine when, where,
how and in what manner he will perform the services under this
Agreement. It is understood that as an independent contractor,
Consultant is not under the direction or control of the Company
when rendering the services requested of him under this Agreement
and is expected to exercise independent judgment when providing
services under this Agreement. Moreover, Consultant shall not be
entitled to any Company benefits as a result of performing
services under this Agreement, and the Company shall not pay or
withhold any federal, state, or local income tax or payroll tax
of any kind on behalf of the Consultant.
9. This Agreement shall be for a term of one year, terminating
on September 30, 2001; provided, however, that either party may
cancel and terminate this Agreement at any time by giving a
thirty-day written notice to the other party of its the desire to
do so. Moreover, this Agreement will terminate immediately if
Consultant dies, becomes permanently disabled, or breaches any
material term of this Agreement. If this Agreement is terminated
prior to September 30, 2001, the quarterly payment to which
Consultant would otherwise be entitled will be pro-rated based on
the number of days the Agreement was in effect during the quarter
in which the Agreement was terminated. The provisions of
Paragraphs 5 and 6 hereof shall continue in full force and effect
notwithstanding the termination of this Agreement.
10. This Agreement constitutes the entire agreement between the
parties relative to the services referred to herein and
supersedes all previous negotiations and understandings, oral or
written, relative to such services. Notwithstanding the
foregoing, nothing contained herein shall affect or adversely
impact any compensation or benefits to which Consultant is
entitled as a result of his employment by the Company prior to
September 30, 2000, and his retirement on said date.
11. This Agreement shall be construed, interpreted and applied,
and the legal relationship created herein shall be determined, in
accordance with the laws of the State of Ohio.
In witness whereof, the parties have executed this Agreement as
of the date first above written.
THE TIMKEN COMPANY
By: ________________________________
________________________________
(Title)
________________________________
Xxxxxx X. Xxxxxxxx
