CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into as of the 1st
day of March, 2000 ("Effective Date"), by and between Knight Transportation,
Inc., an Arizona corporation (the "Corporation"), and LRK Management, X.XX (the
"Consultant").
RECITALS:
A. Since his retirement as Chairman of the Corporation on July 31, 1999,
the Consultant has provided consulting services to the Corporation under an
arrangement approved by the Corporations' Board of Directors.
B. Corporation desires to continue to retain Consultant as an independent
contractor to provide consulting services to Corporation as provided in this
Agreement and wish to memorialize that agreement in writing. Consultant is
willing to provide such services under the terms and conditions as set forth in
this Agreement.
AGREEMENT:
1. TERM OF AGREEMENT. This Agreement shall commence on the Effective Date
and shall terminate as provided in Section 7.
2. SCOPE OF SERVICES. The Corporation and Consultant agree that Consultant
will, at the Corporation's request, provide marketing and consulting services to
the Company described in Section 4.
3. CORPORATION'S RULES. Consultant shall comply with all reasonable rules,
regulations and policies adopted by Corporation from time to time relating to
the business operations of Corporation.
4. CONSULTANT'S GENERAL DUTIES. Consultant shall perform the following
services for Corporation: (i) assist the Corporation with respect to customer
presentations, including, without limitation, the retention of all existing
customers and obtaining new customers; and (ii) assist the Corporation in
establishing business relations with new customers; and (iii) providing
marketing advice to the Corporation. Corporation agrees that it will provide the
Company with any assistance it may require to perform his duties hereunder, as
reasonably requested by Consultant, including attendance at and participation in
meetings with customers, vendors, and employees. Consultant will use his best
good faith efforts to carry out the terms and conditions of this Agreement. The
Consultant's duties will be performed by Xxxxx Xxxxxx personally or by another
individual approved in writing by the Chief Executive office of the Corporation.
5. REMUNERATION. The Consultant will receive an annual fee of $50,000,
payable quarterly. The Consultant shall not be entitled to any other
compensation.
6. TIME COMMITMENT. Consultant shall not be required to consult full-time
for the Corporation during the Consulting Period. Consultant is required to
devote such time as is reasonably necessary for the proper performance of
Consultant's duties under this Agreement, but not more than 90 days per year. As
an independent contractor, Consultant shall have control of and discretion as to
establishing the method by which he will perform services and when the services
required of him under this Agreement will be performed.
7. RIGHT OF TERMINATION. This Agreement shall be terminable at any time by
either party. If a party wishes to terminate this Agreement, it shall give
written notice of termination to the other party. Termination shall be effective
upon receipt of notice. In the event of termination, Consultant's fee shall be
prorated through the date of termination.
8. ASSIGNMENT. This Agreement and the duties, obligations and benefits
under it are not assignable or delegable by Consultant without Corporation's
prior written consent. This Agreement shall be binding upon and inure to the
benefit of Corporation and its respective successors and assigns.
9. NOTICE. Any notice required to be given by this Agreement shall be in
writing and shall be considered as given and received upon personal delivery,
one day after being sent when sent by a professional overnight courier service,
two days after posting when sent by United States registered or certified mail,
or the date of transmission if sent by telecopier, addressed as follows:
If to Consultant: L. Xxxxx Xxxxxx
0000 X. 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
If to Corporation: Knight Transportation, Inc.
Attn: Xxxxx X. Xxxxxx, Chief Executive Officer
0000 X. Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
10. INDEPENDENT CONTRACTOR STATUS. Consultant's relationship to Corporation
shall be that of an independent contractor and not an employee. Any federal,
state and local taxes required to be paid by Consultant. Nothing contained in
this Agreement shall be construed so as to make Consultant an officer or
employee of Corporation. Neither Consultant nor Corporation shall have the
authority to bind the other party in any respect.
11. CONFIDENTIALITY. During the term of the Agreement and thereafter,
Consultant shall hold in confidence and shall not disclose, directly or
indirectly, to any third person any Confidential Information unless such
isclosure is authorized in writing by the Corporation or is required by law. For
purposes of this Agreement, "Confidential Information" means any and all
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confidential or proprietary information regarding the Corporation's personnel,
products, customers, customer lists, prospects, business plans, lists of actual
or prospective customers, pricing, trade secrets, pay practices, suppliers,
financing arrangements, or other information relating to the operations or
business of the Corporation or any parent, subsidiary and affiliated companies,
regardless of whether such confidential information is known or available to, or
developed by, Consultant before or during the term of the Agreement.
Confidential Information shall not include any information clearly in the public
domain, provided that such information did not come into public domain by reason
of the Consultant's violation of this Agreement. Consultant acknowledges that
the information described above is proprietary and confidential and will be kept
confidential. Consultant agrees that all right, title and interest in any such
Confidential Information shall be and shall remain the exclusive property of the
Corporation. Consultant agrees to execute any agreements or documents and to do
all other things reasonably requested by the Corporation in order to vest in the
Corporation all ownership rights in the Confidential Information. Upon
termination of the Agreement, Consultant agrees to turn over to the Corporation
all notes, data, tapes, reference items, sketches, drawings, memoranda,
calendars, records and other materials in Consultant's possession or control.
12. MISCELLANEOUS.
a. This Agreement shall be governed by and construed in accordance with
the substantive laws of the State of Arizona.
b. Amendments, modifications and changes to this Agreement shall be valid
only if in writing and signed by both parties to this Agreement.
c. This Agreement contains the entire understanding of the parties with
regard to the matters contained herein and supersedes any prior or
contemporaneous written or oral agreements of the parties.
d. The waiver of either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party. If either party retains an attorney
to enforce the terms of this Agreement, the prevailing party to any
action or enforcement proceeding shall be reimbursed by the other
party for all costs and expenses thereof, whether or not assessable.
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The undersigned have executed this Agreement as of the Effective Date.
LRK Management, X.XX
"CONSULTANT" By: /s/ L. Xxxxx Xxxxxx
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L. Xxxxx Xxxxxx
Its: Manager
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"CORPORATION" Knight Transportation, Inc., an Arizona
corporation
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Its: President
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