Exhibit 10(q)
Consulting Agreement
THIS CONSULTING AGREEMENT is entered into as of the 15th day
of May, 1995, by and between Broyhill Furniture Industries, Inc.,
a North Carolina corporation ("Broyhill"), and Xxxxx X. Xxxxxxx,
an individual residing in North Carolina ("Consultant").
WHEREAS, Consultant is now and has been employed by Broyhill
in senior executive positions and is broadly experienced in all
facets of Broyhill's operations; and
WHEREAS, the parties hereto are desirous of providing for
the services of Consultant upon and after his retirement from
active employment at Broyhill, upon the terms and conditions
herein set forth;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements of the parties herein contained,
the parties agree as follows:
1. Engagement. Effective on the later of the date of his
normal retirement or actual retirement, Broyhill hereby engages
Consultant, as an independent contractor and not as an employee,
to provide consultant services as hereinafter provided. The term
of this agreement shall commence on the date of Consultant's
retirement and shall end upon his death or on that date which is
ten (10) years after date of his retirement, whichever is the
later. Consultant agrees to serve Broyhill as an independent
contractor in the capacity of a consultant for said term.
2. Duties. Consultant shall, from time to time after the
commencement of this Agreement, upon the request of the
management of Broyhill or of INTERCO INCORPORATED, Broyhill's
parent corporation, consult with them on any matters relating to
Broyhill's operations, including the operations of Broyhill's
subsidiaries and affiliates. In the event of a schedule conflict
with Consultant's other activities, the duties herein required
shall be fulfilled at the earliest possible date thereafter.
Consultant shall render such consulting services at any of
Broyhill's offices as might be requested by Broyhill or INTERCO.
3. Compensation. For all services rendered under the
provisions of this Agreement, Broyhill shall pay, and Consultant
shall accept as total compensation, the sum of Two thousand
Eighty-three and 33/100ths Dollars ($2,083.33) per month payable
on the last day of each month during the term of this Agreement.
4. Expenses. In addition to the compensation payable
pursuant to paragraph 3 above, Consultant shall be reimbursed by
Broyhill, upon submission of appropriate vouchers, for such
reasonable out-of-pocket expenses as may be incurred by
Consultant in rendering such consultant services requested by
Broyhill or INTERCO in a manner consistent with Broyhill's policy
for business expenses reimbursement for corporate level
executives.
5. Non-Competition. During the term of this Agreement,
Consultant shall not, without the prior written consent of
Broyhill, directly or indirectly own, control, manage, operate,
join or participate in the ownership, control, management, or
operation of or be connected with, any business in competition
with Broyhill or any of Broyhill's subsidiaries or affiliates.
Nothing in this Section 5 shall, however, restrict Consultant
from making investments in other ventures which are not
competitive with Broyhill, or restrict Consultant from owning
less than one percent (1%) of the outstanding securities of
companies listed on a national stock exchange or actively traded
in the "over-the-counter" market.
6. Termination. The obligations of Broyhill hereunder
shall terminate immediately upon the occurrence of any of the
following:
(a) in the event Consultant shall voluntarily terminate
his employment with Broyhill before the date of his
normal retirement;
(b) in the event of a breach of the provisions of this
Agreement by Consultant, continuing for thirty (30)
days after written notice from Broyhill specifying
the alleged breach; or
(c) in the event Consultant's employment by Broyhill shall
be terminated for cause. For purposes of this
Agreement, "cause" means (i) an act or acts of
personal dishonesty taken by Consultant and intended
to result in substantial personal enrichment of
Consultant at the expense of Broyhill or INTERCO, (ii)
repeated violations by Consultant of Consultant's
employment obligations to Broyhill which are
demonstrably willful and deliberate on Consultant's
part and which are not remedied within a reasonable
period of time after receipt of written notice from
Broyhill or INTERCO, or (iii) the conviction of
Consultant of a felony involving moral turpitude.
7. Death or Disability. Notwithstanding any disability of
Consultant rendering him incapable to perform the services
hereunder, Broyhill shall continue the payments required
hereunder and shall adhere to the terms of this Agreement. In
the event of the death of Consultant before the tenth anniversary
of the commencement of the term of this Agreement, the
compensation called for by this Agreement shall not terminate but
Broyhill shall be obligated to continue same for the term hereof
to Consultant's estate or to his beneficiary as designated in
writing by him.
8. Indemnification. In the event that either party hereto
is required to pursue litigation against the other party in order
to enforce his or its rights hereunder, the prevailing party in
any such litigation shall be entitled to reimbursement of the
costs and expenses of such litigation, including attorneys' fees.
9. Successors and Assigns. This Agreement shall inure to
the benefit of an be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
The parties acknowledge that the consulting services to be
performed by Consultant hereunder are personal in nature and
cannot be assigned.
10. Entire Agreement. This Agreement contains the entire
agreement of the parties with respect to its subject matter, and
no waiver, modification or change of any of its provisions shall
be valid unless in writing and signed by the party against whom
such claimed waiver, modification or change is sought to be
enforced.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement the date and year first above written.
BROYHILL FURNITURE INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Vice President
XXXXX X. XXXXXXX
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Approved:
INTERCO INCORPORATED
By: /s/ X.X. Xxxxx
------------------------
Chairman of the Board
Addendum to Consulting Agreement
dated May 15, 1995 Between
Broyhill Furniture Industries, Inc., and
Xxxxx X.Xxxxxxx
At a meeting held on January 29, 1998, the Board of Directors of
Furniture Brands International, Inc., upon recommendation of the
Executive Compensation and Stock option Committee of the Board,
approved an amendment to the Consulting Agreement dated May 15,
1995 between Broyhill Furniture Industries, Inc. and Xxxxx X.
Xxxxxxx, which amendment provides that the monthly payment set
forth in Section 3 of the Consulting Agreement shall be increased
by $2,083.33 per month to $4,166.67 per month.
In all other respects the Consulting Agreement remains unamended
and in full force and effect.
By Authority of the Board of Directors
of Furniture Brands International, Inc.
January 29, 1998
