CONSULTING AGREEMENT
THIS AGREEMENT made and entered into this 30th day of
August, 1995, between XXXXXX X. XXXXXXXXXX (hereinafter "Consultant")
and AMERICAN PUBLIC LIFE INSURANCE COMPANY (hereinafter "Company"), upon the
following terms and condition, to-wit:
WITNESSETH:
WHEREAS, Consultant has been active in the management and operations of
insurance companies for numerous years, during which time he has been the
President of American Public Life Insurance Company and as such, has been
responsible for the administration, operation and management of the Company; and
WHEREAS, Consultant has gained experience in the administration and
management of the Company which enables the Consultant to provide to Company
valuable and desirable services in connection with its business;
NOW, THEREFORE, in consideration of the covenants contained herein, the
parties hereto agree as follows:
i. Agreement. The Company agrees to retain Consultant as an independent
contractor, and Consultant agrees to provide his unique experience, ability and
services as a consultant to the Company. The areas in which Consultant will
provide services shall include such duties as may be necessary in the best
interest of the Company, and such duties as may be assigned to him from time to
time by the President, Board of Directors or its Chairman. The Consultant agrees
to hold confidential all proprietary or trade secret information heretofore
obtained by
199537.1/
him as an employee or officer of the Company and all such information relative
to the services being performed under this Agreement.
2. Compensation. As compensation for services rendered by the
Consultant, the Company shall pay the Consultant $100.00 per hour for his
services with a minimum payment of $1,000.00 per month. The Consultant will
submit time records to Company at the end of each month to the president of the
Company, or to Xxxxx X. New, Sr., or their designee if any time is expended by
Consultant. Company will pay Consultant based upon these records, approved by
the president of the Company or Xxxxx X. New, Sr., or their designee at the
above rate and minimum fee within ten (10) days after approval of the records.
If no time is expended, the Company shall nevertheless pay Consultant each month
the minimum fee of $1,000. If Consultant is not requested to perform at least
ten (10) hours of services in a given month, the unused hours shall not be
carried over to a subsequent month or accumulated.
3. Expenses. The Company shall reimburse Consultant for all reasonable
and necessary expenses incurred in performing these services, including, but
not limited to, travel, lodging, meals, telephone and postage. Consultant shall
be reimbursed for automobile mileage at a rate of $.27 per mile. All expenses
must be documented.
4. Relationship of the Parties. The parties intend that the
relationship between them created under this Agreement is that of an independent
contractor only. Consultant is not to be considered an agent or employee of
Company for any purpose, and Company is interested only in the results obtained
under this Agreement. The manner and means of performing the services are
subject to Consultant's sole control. Consultant shall be
responsible for all state, federal and local taxes, including estimated taxes,
and employment reporting for Consultant or any employees or agents of
Consultant.
5. Term. The term of this Agreement shall begin on September 1, 1995,
and shall terminate on the Consultant's sixty-fifth (65th) birthday, which is
January 22, 1999.
6. Assignment. The Consultant acknowledges that the services to be
rendered by him are unique and personal. Accordingly, the Consultant may not
assign any of his rights nor delegate any of his duties or obligations under
this Agreement. The Company, with written consent of Consultant, may assign its
rights or obligations under this Agreement at any time, subject to written
acknowledgment and acceptance of such assignment by the assignee thereof. The
rights and obligations of the Company shall be binding upon the heirs,
executors, administrators, successors and assigns of the Company.
7. Sale of Company. In the event Xxxxx X. New, Sr., the Company's major
shareholder sells all or substantially all of his stock in the Company to the
effect that control of the Company changes, or if control of the Company changes
for any other reason, all remaining unpaid amounts payable monthly to
Xxxxxxxxxx'x age sixty-five (65) under this Agreement shall become due and
payable immediately.
8. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of Mississippi.
9. Notices and Communications. Any and all notices or other
communications required or permitted under this Agreement shall be in writing
and shall be deemed sufficient when
delivered in person or when mailed by United States Postal Service certified
mail, return receipt requested, postage prepaid and addressed:
TO CONSULTANT: Xxxxxx X. Xxxxxxxxxx
000 Xxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
TO COMPANY: American Public Life Insurance Company
c/o Its President
Xxxx Xxxxxx Xxx 000
Xxxxxxx, Xxxxxxxxxxx 00000
Any party may change the address to which notice and other communications are
sent by delivering written notice of the change to the other party to this
Agreement.
10. Titles and Captions. All section titles or captions contained in
this Agreement are for convenience only and shall not be deemed part of the
context nor affect the interpretation of this Agreement.
11. Amendment. This Agreement may be amended only by a written
agreement signed by the parties hereto.
12. Presumption. This Agreement or any section thereof shall not be
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
13. Further Action. The parties hereto shall execute and deliver all
documents, provide all information, and take or forbear from all such action
as may be necessary or appropriate to achieve the purposes of the Agreement.
14. Parties in Interest. Nothing herein shall be construed to be to
the benefit of any third party, nor is it intended that any provision shall
be for the benefit of any third party.
15. Partial Invalidity. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.
16. Entire Agreement. This Agreement contains the entire agreement
between the parties concerning the retention of the Consultant, and there are
no oral or written inducements, promises or agreements except as contained
herein.
IN WITNESS WHEREOF, the Consultant has executed this Agreement and the
Company has caused this Agreement to be executed by its duly authorized officer.
[SIGNATURES]
