EXHIBIT 10 (XXX)
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into as of this 1st day
of February, 2003, by and between Northern Trust Corporation, a Delaware
corporation having its principal place of business in Chicago, Illinois
("Corporation"), and Xxxxx X. Xxxxxxxx ("Consultant").
WHEREAS, Consultant served the Corporation as its President, Chief
Operating Officer and a Director prior to his retirement on January 31, 2003;
and
WHEREAS, the Corporation desires to enter into a consulting relationship
with Consultant in order to obtain, among other things, his commitment to
represent the Corporation, following his retirement, in the role of
Non-Executive Chairman of Northern Trust Bank of Florida, N.A., upon the terms
and subject to the conditions contained in this Agreement;
WHEREAS, Consultant desires to enter into a consulting relationship with
the Corporation, and in connection therewith, agrees to represent the
Corporation as Non-Executive Chairman of Northern Trust Bank of Florida, N.A.
and to make himself available to provide consulting services to the Corporation,
upon the terms and subject to the conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements herein
set forth and of the mutual benefits accruing to the Corporation and to
Consultant from the consulting relationship to be established between the
parties by this Agreement, the Corporation and Consultant agree as follows:
1. Consulting Relationship.
The Corporation hereby retains Consultant, and Consultant hereby
agrees to be retained by the Corporation, as an independent consultant and not
as an agent, joint-venturer or as an employee for the period and upon the terms
and subject to the conditions set forth below. No Employee Benefits. Consultant
acknowledges and agrees that he shall not receive any employee benefits of any
kind from the Corporation or any of its subsidiaries or affiliates with respect
to Consultant's services performed under this Agreement. Consultant is excluded
from participating in any of the Corporation's (or its subsidiaries or
affiliates') employee benefit plans or programs as a result of the performance
of services under this Agreement, without regard to Consultant's independent
contractor status. In addition, Consultant hereby expressly waives any and all
rights, if any, to participation in or benefits under any of the Corporation's
(or its subsidiaries' or affiliates') employee benefit plans, policies or
programs including, but not limited to, vacation, sick pay, medical, dental or
vision coverage, life insurance, disability benefits, severance benefits,
accidental death and dismemberment coverage, unemployment insurance coverage,
workers' compensation coverage, and pension, 401(k) or ESOP benefits provided by
the Corporation (or its subsidiaries or affiliates) to its employees.
2. Consulting Services.
Consultant agrees that during the term of this Agreement:
(a) Consultant shall devote his best efforts to his position as an
independent consultant to the Corporation and in such capacity
Consultant will: (i) serve as the Non-Executive Chairman of
Northern Trust Bank of Florida, N.A., (ii) participate in
activities and events involving current or prospective clients
for the benefit of the Corporation, and (iii) provide consulting
and advice to the Corporation and perform such other duties and
execute the policies of the Corporation as determined by its
Chief Executive Officer, provided that such duties and policies
will not be inconsistent with the nature of the duties performed
by Consultant during his active service with the Corporation as
an officer and employee thereof;
(b) Consultant shall exercise a reasonable degree of skill and care
in performing the services referred to in paragraph (a) above;
(c) Consultant shall provide up to 50 days of service per year
during the term of this Agreement. Consultant shall not be
obligated to render any services under this Agreement when he is
unable to do so due to illness, Disability or injury (for
purposes of this Agreement, "Disability" shall mean that
Consultant has been determined to be eligible for Social
Security disability benefits); and
(d) Consultant shall be available for service under this Agreement
upon receipt of five (5) days' written notice from the
Corporation.
3. Compensation.
The Corporation shall pay Consultant for services under this Agreement
annual compensation of $50,000, or such higher amount as the Board of Directors
of the Corporation may from time to time authorize, payable semi-annually in
arrears on February 1 and August 1 during the term of this Agreement.
4. Other Conditions.
The Corporation shall, at its expense, provide Consultant with
appropriate and sufficient office space at Northern Trust Bank of Florida, N.A.,
000 Xxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000, and general secretarial support,
as needed, in order to allow Consultant to perform his duties under this
Agreement. Consultant shall have no authority over any employee or officer of
the Corporation, except as may be necessary in the routine performance of his
duties under this Agreement, nor shall the Corporation be required in any manner
to implement any plans or suggestions Consultant may provide. The Corporation
shall reimburse Consultant, upon the receipt of appropriate documentation, for
reasonable out-of-pocket expenses incurred by Consultant in the performance of
his duties under this Agreement. Consultant shall be responsible for determining
the method, details and means of performing the services described under this
Agreement. Consultant is solely responsible for establishing his own work
schedule.
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From time to time as requested by the Corporation, Consultant shall provide the
Corporation a status report of services performed by Consultant under this
Agreement.
5. Term.
The term of this Agreement (the "Term") shall begin on February 1,
2003, and shall terminate on January 31, 2004; provided, that the Term may be
extended for up to two additional one-year periods by either Consultant or the
Corporation upon written notice to the other party at least ninety (90) days
prior to the termination of the then current Term of the Agreement; provided
further, that in the event of Consultant's death or Disability, this Agreement
shall terminate as of the date of death or Disability (subject, in the case of
Consultant's Disability, to the Corporation's right to continue this Agreement
if the period of Disability is not expected to exceed thirty (30) days).
6. Noncompete.
During the term of this Agreement, Consultant shall not be engaged as
an employee, owner (other than as holder or owner of less than 10% of the
outstanding shares of any corporation the shares of which are publicly traded),
consultant, or otherwise, without the written consent of the Corporation, in any
line of business which is the same as any line of business then carried on by
the Corporation or its subsidiaries, unless as an employee, consultant or agent
of the Corporation. A consent must be requested in advance in writing by
Consultant and may be given upon authorization of the Corporation and be subject
to such terms and conditions as the Corporation shall deem advisable.
7. Confidentiality.
Consultant acknowledges that, following his retirement from the
Corporation, he continues to be bound by the terms of the "Northern Trust
Corporation Statement of Policies and Procedures Regarding Confidential
Information, Securities Trading by Employees and Related Matters" (the
"Confidential Information Policy") and the "Northern Trust Corporation
Information Asset Security Policy" (the "Information Asset Security Policy") and
agrees that these policies will also apply to any information learned by him in
connection with the performance of this duties under this Agreement. Consultant
will not disclose or discuss with any person not employed by the Corporation or
its affiliates any information of a type described as "confidential information"
in the Confidential Information Policy or as "information assets" in the
Information Asset Security Policy. This restriction will cease to apply to
information that has become generally known or is already known to the person or
persons with whom it is to be discussed, other than through a breach of the
Confidentiality Information Policy or the Information Asset Security Policy.
8. Relief.
In the event of a breach or a threatened or intended breach of Section
6 or Section 7 of this Agreement by Consultant, the Corporation shall be
entitled, in addition to remedies otherwise available to the Corporation at law
or in equity, to injunctions, both preliminary and permanent, enjoining such
breach or threatened or intended breach, and Consultant hereby consents to the
issuance thereof forthwith in any court of competent jurisdiction. In addition,
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Consultant agrees to pay to the Corporation any costs and attorneys' fees
reasonably incurred by the Corporation in connection therewith.
The taking of any action by the Corporation or the forbearance of the
Corporation to take any action shall not constitute a waiver by the Corporation
of any of its rights to remedies or relief under this Agreement or under law or
equity.
9. Notices.
Any notice required or permitted to be given under this Agreement
shall be in writing and shall be effective three (3) business days after it is
properly sent by registered or certified mail, if to the Corporation to its
Secretary at the principal place of business of the Corporation, or if to
Consultant to the address set forth beneath his signature to this Agreement, or
to such other address as either party may from time to time designate by notice.
10. Assignability.
This Agreement may not be assigned by either party without the prior
written consent of the other party, except that no consent is necessary for the
Corporation to assign this Agreement to a corporation succeeding to
substantially all the assets or business of the Corporation, whether by merger,
consolidation, acquisition or otherwise. This Agreement shall be binding upon
Consultant, his heirs and permitted assigns and the Corporation, its successors
and permitted assigns.
11. Severability.
Each of the sections contained in this Agreement shall be enforceable
independently of every other section in this Agreement, and the invalidity or
nonenforceability of any section shall not invalidate or render nonenforceable
any other section contained herein. If any section or provision in a section is
found invalid or unenforceable, it is the intent of the parties that a court of
competent jurisdiction shall reform the section or provision to produce its
nearest enforceable economic equivalent.
12. State and Federal Taxes.
The Corporation shall not be required to make any payroll withholdings
with respect to its payments to Consultant under this Agreement. The Corporation
shall furnish Consultant with a Form 1099 (or other applicable tax reporting
form) for payments made to Consultant under this Agreement.
13. Applicable Law.
It is the intention of the parties hereto that all questions with
respect to the construction and performance of this Agreement and the rights and
liabilities of the parties hereto shall be determined in accordance with the
laws of the State of Illinois. The parties hereto submit to the jurisdiction of
the courts of Illinois in respect of any matter or thing arising out of this
Agreement or pursuant thereto.
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14. Complete Agreement.
This Agreement represents the complete Agreement between the
Corporation and Consultant concerning the subject matter hereof and supersedes
all prior agreements or understandings, written or oral. No attempted
modification or waiver of any of the provisions hereof shall be binding on
either party unless in writing and signed by both Consultant and the
Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and the year first above written.
Northern Trust Corporation
By: ss/Xxxxxxx X. Xxxx
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Executive Vice President
ss/Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
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