EXHIBIT 10
CONSULTING AGREEMENT
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This Consulting Agreement (the "Agreement") is made as of March 1, 2002,
between Xxxxxxx & Xxxxx, Incorporated (the "Company") and Xxx X. Xxxxx (the
"Consultant").
RECITALS
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A. The Company desires Consultant to perform consulting services and
Consultant desires to perform such services. The term "Company" also
includes subsidiaries and affiliates of the Company.
B. The Company and Consultant entered into a Revised Employment Agreement,
effective May 10, 1997 (the "Employment Agreement"). On February 28, 2002,
Consultant resigned as an employee of the Company.
AGREEMENT
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NOW THEREFORE, for good and valuable consideration, the Company and
Consultant agree as follows:
1. Consulting Term. Beginning on March 1, 2002 and ending May 13, 2003,
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Consultant will act as a consultant to the Company.
2. Duties. Consultant will assist the Company by providing business
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advice and guidance within Consultant's expertise as the Company may reasonably
request. Consultant will devote up to 30 hours per week to his duties under this
Agreement. Consultant's services will be carried out primarily in or near
Fayetteville, Arkansas. Any travel will be at times and places reasonably agreed
to between the parties.
3. Compensation and Expenses. The Company will pay Consultant at a rate
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of $31,625 per month, prorated for any fractional period. The payments will be
made promptly after the end of each month.
The parties recognize that Consultant will incur expenses in connection
with his duties hereunder that would not be covered under the Company's policy
for reimbursing expenses by consultants. Accordingly, the Company will pay
Consultant $25,000 promptly after this Agreement is signed to cover any and all
such expenses. In addition, the Company will reimburse Consultant for reasonable
expenses (e.g., travel and lodging) incurred in the performance of his duties
hereunder in accordance with Company policy.
4. Benefits Under Employment Agreement. Except as otherwise provided
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below, all rights and benefits of Consultant under the Employment Agreement are
terminated and the Company will have no further obligation or liability to
Consultant related to his employment with the Company.
(a) L&P Management Incentive Bonus. Consultant shall be entitled to
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earn a prorated incentive bonus for 2002 of up to 40% of his
annual salary, based on an employment termination date of
February 28, 2002. Such bonus will be calculated and paid in
accordance with the Company's Key
Management Incentive Compensation Plan. Payment of such bonus, if
earned, will be made by February 28, 2003.
(b) Pace Incentive Bonus. The Company will pay Consultant by June 30,
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2002 any amounts accrued on his behalf under the Pace Industries,
Inc. Revised and Restated Employee Incentive Compensation Plan
(currently estimated at $69,520).
(c) Options. Schedule A lists all of the options to purchase Company
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common stock held by Consultant. All of such options will be
exercisable and will expire as indicated on Schedule A.
(d) Other Benefits. Consultant will receive a distribution of the
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benefits listed on Schedule B that accrued during his employment
with the Company. In addition, if permitted by the terms of a
Company benefit plan, Consultant may, at his own expense,
continue to participate in such benefit plan (e.g., Voluntary
Cancer Policy, COBRA payment for health insurance).
5. Confidential Information. During the term of this Agreement and for a
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period of two (2) years thereafter, Consultant shall not disclose to any person
any confidential information obtained by him with respect to any operations,
customers, procedures, investments or other financial matters of the Company.
6. Miscellaneous
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(a) Early Termination. The Company may terminate this Agreement
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earlier upon (i) the death of Consultant, (ii) the Consultant's
inability or failure to perform his duties hereunder, or (iii) a
for "Cause" event as defined in Section 3(c) of the Employment
Agreement.
(a) Governing Law. This Agreement will be governed by Missouri law.
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(b) Entire Agreement. This Agreement contains all of the
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understandings of the parties with respect to Consultant's
services to the Company and supersedes all employment agreements
between the Consultant and the Company. It may not be changed
orally, but only by agreement signed by each party.
Signed and entered into as of the date first above written.
CONSULTANT XXXXXXX & XXXXX, INCORPORATED
/s/ XXX X. XXXXX By: /s/ XXXXX X. XXXXXX
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Xxx X. Xxxxx Xxxxx X. Xxxxxx
President and Chief
Executive Officer
Schedule A
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XXX XXXXX STOCK OPTIONS
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Grant Expiration Options Option Options Options
Date Date Granted Price Outstanding Exercisable
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5/13/1996 5/13/2003 188,590 13.69 88,590 88,590 current
5/13/1996 5/13/2003 21,912 13.69 21,912 21,912 current
5/13/1996 5/13/2003 35,000 13.69 35,000 25,000 current
5,000 5/12/2002
5,000 5/13/2003
4/12/1999 5/31/2002 35,400 20.00 35,400 (1) 23,600 current
1/2/2001 2/28/2003 13,000 17.69 13,000 (2) 0 current
4,333 7/2/2002
12/3/2001 12/2/2016 5,467 4.32 5,467 (3) 0 current
5,467 12/3/2002
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Totals 299,369 199,369 178,902
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(1) 11,800 shares will not become exercisable before the Expiration Date.
(2) 8,666 shares will not become exercisable before the Expiration Date.
(3) Calculated as follows:
Compensation deferred:
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Salary $64,223
Mgmt. Incentive $16,925
Pre-tax benefits $ (758)
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$80,390
Options granted:
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80,390 * 1.176 = 5,467
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21.61 - (21.61 * 20%)
XXX XXXXX BENEFITS Schedule B
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Benefit Payable (Est.)
Program Cash Stock
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Pace 401(k) $34,357 (1)
Executive Stock Purchase Program (ESPP) $ 1 (2) 5,404
Executive Stock Unit Program (ESUP) 187 (3)
Stock Award Program $ 5,295 (4) 7,596
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Totals $39,653 13,187 (5)
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(1) To be made in lump sum distribution
(2) Cash balance remaining in account will be refunded.
(3) Stock units will be converted to common stock. Shares will be determined
based on FMV of stock on distribution date. Payment is subject to income tax
withholding at distribution.
(4) Amounts accrued for dividends and interest will be paid in cash.
(5) The totals in the stock column include the year-end stock match.
