Exhibit 10.19
AGREEMENT FOR CONSULTING SERVICES
This Agreement is made this 1st day of August, 1997, by and between The
Coastal Corporation, (hereinafter the "Company"), a Delaware corporation, and
Xxxxx X. Xxxxx, Xx. (hereinafter the "Consultant").
WHEREAS, the Consultant was the Chairman of the Board of the Company until
his retirement, and is very knowledgeable about the business activities of the
Company, with particular emphasis on refining and the international marketing
and trading of crude oil and petroleum products; and,
WHEREAS, the Company wishes to retain the services of the Consultant from
time to time; and,
WHEREAS, the Consultant is well qualified and willing to commit fifty
percent (50%) of his time to perform such services;
NOW THEREFORE, the Company and the Consultant agree as follows:
1. TERM. This Agreement shall be effective for the period of September 1,
1997, through August 31, 2002, and may be extended by the parties until such
time as agreed upon, unless terminated under the provisions set forth in
Paragraph 8 below.
2. SCOPE OF SERVICES. Consultant agrees to provide the Company with
mutually agreeable services regarding the various activities of the Company.
These services may include assistance in the acquisition of crude oil for the
Company's refining, marketing and supply operations; assistance in establishing
and/or maintaining relationships with senior government and industry leaders;
assistance to the Company's Chief Executive Officer regarding matters to be
presented to the Company's, or any of its subsidiaries', board of directors; or
any other services requested by the Chief Executive Officer. The Company shall
inform and direct the Consultant as to the desired activities, services and/or
projects, but it shall be Consultant's responsibility to see that such
activities are performed in a proper manner and that periodic progress reports,
written and oral, are provided upon request, enabling the Company to monitor the
quality and the progress of the activity. It is further understood and agreed
that the Company may assign the Consultant to render services and assistance to
other corporate subsidiaries of The Coastal Corporation. Finally, it is
understood that the Consultant will dedicate at least 50% of his time to the
performance of these services.
3. NATURE OF RELATIONSHIP. The relationship between the Company and the
Consultant, at all times during the term of this Agreement, shall be that of
independent contractor. The Consultant will be responsible for the payment of
all taxes associated with the payment of fees and expenses by the Company for
the consulting services to be performed under this Agreement, including, but not
limited to, federal and state withholding, social security, worker's
compensation, unemployment and any other taxes associated with employment or
with the payment of fees for consulting services performed under this Agreement.
The Consultant fully understands and agrees that his status as a
consultant will not invest him with any participation or interest in any benefit
plans or programs maintained by the Company or its parent, subsidiaries or
affiliates, including its Thrift Plan, Employee Stock Ownership Plan, Medical
Plan, Life Insurance Plan, Pension Plan or any other benefit plan or program
that may be in effect at any time during the period covered by this Agreement or
thereafter, except that Consultant shall retain his right to any vested benefits
that he now has in any plan offered by The Coastal Corporation as a result of
his prior service with the Company. The Consultant further understands that he
shall be solely responsible for obtaining and maintaining any insurance
applicable to his performance of consulting services hereunder.
4. INDEMNIFICATION. Notwithstanding the provisions of paragraph 3 of this
agreement, the Company agrees to indemnify the Consultant against expenses
(including attorneys' fees), judgements, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, (other than an action by or in the right of
the Company or an affiliate of the Company) arising out of the performance of
services under this agreement. However, the Company's obligation to indemnify
the Consultant will only apply in those matters where the Consultant acted in
good
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faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
5. COMPENSATION. The Company agrees to pay and the Consultant agrees to
accept as a fee for his services, the sum of thirty-five thousand five hundred
dollars ($35,500) per month for each month in which Consultant performs the
services contemplated by this Agreement, payable on the first day of each month,
beginning with September 1,1997, and ending on August 31, 2002, unless otherwise
extended. The Company further agrees that it will reimburse the Consultant, in
accordance with the Company's established policies and practices, for all
reasonable travel, food, lodging and other reasonable expenses incurred in
connection with activities necessary in the performance of the services
contemplated by this Agreement.
6. INVOICES AND PAYMENT. The Consultant will submit invoices to the
Company on a monthly basis reflecting the services furnished and reimbursable
expenses incurred in accordance with this Agreement. The invoices will set
forth, in such detail as the Company may request, the time spent, the work
performed, and the source and reasons for the expenses incurred. The Company
will make prompt payment to the Consultant upon the receipt of such invoices.
7. CONFIDENTIAL INFORMATION. The Consultant expressly acknowledges that
the business of the Company and the Consultant's duties with respect thereto are
such that the Consultant, during the course of both his prior employment with
the Company and this Agreement, has obtained and will be given access to certain
information, documents and records of a confidential or proprietary nature,
including trade secrets, with respect to the Company and/or its business,
prospects, customers, competitors, suppliers and so forth. The Consultant
further understands and acknowledges that such information was disclosed in the
past and will be disclosed to Consultant in strict trust and confidence and with
the understanding that Consultant will use such information only for the benefit
of the Company. In addition, Consultant understands and acknowledges that the
unauthorized use or disclosure of any such information (including, but not
limited to, the Company's customer lists, customer account information and
methods or techniques of planning and marketing), could seriously damage and
interfere with the Company's business and business prospects. Accordingly, the
Consultant hereby expressly covenants and agrees with the Company that
Consultant will not directly or indirectly use in any unauthorized manner or
disclose to any third parties any information, written or oral, of a
confidential or proprietary nature pertaining to the Company and obtained during
the course of either his prior employment with the Company or this Agreement.
For purposes of this paragraph, it shall be presumed that any information about
the Company, or the Company's business, or which is part of the Company's
business records, is of a confidential or proprietary nature and within the
intended coverage of this Agreement, unless such information is readily
accessible to the general public. The provisions of this paragraph and the
covenants of the Consultant contained herein shall survive any termination of
this Agreement.
8. COVENANT NOT TO COMPETE. The Consultant covenants that while this
Agreement remains in effect he shall not undertake any other employment or
independent consulting activity that would place him in competition, either
directly or indirectly, with the business or business opportunities of the
Company or its parent, subsidiaries or affiliates in the cities, counties,
states, or geographic regions where the Consultant has acted as an agent of the
Company, either as an employee or under the terms of this Agreement. The parties
stipulate and agree that the limitations herein are reasonable and are necessary
to protect the Company's trade secrets and goodwill, and that this paragraph
shall not be deemed to constitute an unlawful restraint of trade or attempted
restraint for purposes of any applicable laws. However, the Company agrees that
the Consultant is free to pursue any business opportunity that he has first
brought to the Company and which the Company has either explicitly declined to
pursue, or to which the Company has provided no response within ten (10) working
days of the Consultant's written offer to the Company.
9. TERMINATION. The parties agree that this Agreement will terminate upon
the expiration of the period of time set forth in paragraph 1, above. The
parties further agree that this Agreement may be terminated prior to the
expiration of said time period upon the occurrence of any of the following
events:
(a) if the Consultant ceases or refuses to perform consulting services
for the Company after a request for such services;
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(b) upon the death of the Consultant or such disability as shall render
him continuously unable to perform his duties for a period of time
exceeding 90 days;
(c) upon a material breach of the terms of this Agreement by the
Consultant or upon such other misconduct as the Company may determine
to be prejudicial to the business of the Company.
10. OBLIGATIONS UPON TERMINATION. In the event that the Company elects to
terminate this Agreement prior to its expiration pursuant to the provisions of
Paragraph 8, above, or upon the termination of this Agreement by the expiration
of its term as set forth in paragraph 1, above, the Consultant will surrender
all Company property in his possession, custody or control, and the Consultant
will be obligated to provide no further services to the Company.
Termination will become effective upon notice to the Consultant.
11. ASSIGNMENT. The Consultant shall not assign this Agreement or any part
hereof without the written consent of the Company.
12. HOLD HARMLESS. The Consultant agrees that no liability arising from
this Agreement shall attain in favor of the Consultant as against any officer,
director, member, agent, or employee of the Company or of any parent, subsidiary
or affiliate of the Company, but that Consultant instead will look solely to the
assets of the Company for satisfaction of any debts or obligations arising out
of this Agreement. The Consultant further agrees to hold the Company harmless
and to accept full responsibility for the payment of any additional income or
employment taxes, interest, penalties or similar obligations incurred by virtue
of the payment of any fees or expenses for services rendered under this
Agreement.
13. SOLE AGREEMENT. This Agreement shall supersede any and all prior
agreements, understandings and negotiations between the parties regarding the
subject matter hereof. No representations or statements made by any
representative of the Company or by the Consultant, which are not stated herein,
shall be binding. The provisions of this Agreement constitute the entire
Agreement between the parties. No modification or amendment hereof shall be
binding, unless in writing and signed by a duly authorized representative of
each party. Failure of either party to enforce any right granted under this
Agreement shall not constitute a waiver of such rights in the future.
14. SEVERABILITY. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable, the remaining
provisions shall remain in full force and effect.
15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of State of Texas.
WHEREFORE, THE PARTIES have set their hands hereto, as indicated by the
signatures below.
CONSULTANT
/S/ XXXXX X. XXXXX, XX.
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Xxxxx X. Xxxxx, Xx.
THE COASTAL CORPORATION
By: /S/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Chairman of the Board & CEO
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