EXHIBIT NUMBER (10)(xxii)
TO 1995 FORM 10-K
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into as of this 1st day
of October, 1995 between Northern Trust Corporation, a Delaware corporation
having its principal place of business in Chicago, Illinois ("Corporation"), and
Xxxxx X. Xxx ("Consultant").
WHEREAS, Consultant has served the Corporation as its Chief Executive
Officer and Chairman of its Board of Directors, and the Corporation wishes to
enter into a consulting relationship with Consultant upon his retirement from
service to the Corporation; and
WHEREAS, Consultant agrees to make himself available to provide consulting
services to the Corporation, and Consultant desires to enter into a consulting
relationship with the Corporation upon the terms and conditions hereinafter
contained;
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 the
terms of this Agreement, the Corporation and Consultant agree as follows:
1. Consulting Relationship.
Following Consultant's retirement and commencing on October 1, 1995,
the Corporation hereby retains Consultant, and Consultant hereby agrees to be
retained by the Corporation, as an independent consultant and not as an
employee.
2. Consulting Services.
Consultant agrees that during the term of this Agreement:
A. He will devote his best efforts to his position as an independent
consultant to the Corporation and will perform such 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 be available to render services to the
Corporation under this Agreement but shall not be obligated to
render in excess of 30 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; and
D. Consultant shall be available for service hereunder upon receipt
of five days' written notice from the Corporation.
E. Consultant will be paid at a rate of $1,000 for each day of
service rendered to the Corporation during the term of this
Agreement.
3. Other Conditions.
The Corporation shall, at its expense, provide Consultant with
appropriate and sufficient office space and secretarial help in order to allow
Consultant to perform his duties hereunder. 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 hereunder, nor shall the Corporation be
required in any manner to implement any plans or suggestions Consultant may
provide. Consultant shall also be entitled to reimbursement for reasonable out
of pocket expenses incurred by Consultant in the performance of his duties
hereunder.
4. Term.
The term of this Agreement shall begin on October 1, 1995, and shall
terminate on October 1, 2000; provided that in the event of Consultant's death
or total disability this Agreement shall terminate as of the date of death or
disability.
5. Renewal.
This Agreement may be renewed for an additional term by the mutual
written agreement of the parties.
6. Noncompete.
During the term of this Agreement, Consultant shall not be associated,
directly or indirectly as employee, proprietor, partner, agent, representative,
officer, or otherwise, with the operation of any business that is competitive
with the financial services industry or any other business of the Corporation or
its affiliates in the State of Illinois or any state contiguous with the State
of Illinois. Notwithstanding the foregoing, Consultant may participate in the
affairs of any governmental, educational or other charitable institution, may
continue to serve as a director or
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officer of all organizations which he served in any of those capacities at the
time of his retirement, may engage in professional speaking and writing
activities and may serve as a member of the board of directors of publicly held
corporations as long as the Chief Executive Officer of the Corporation, in good
faith, does not determine that such activities unreasonably interfere with the
business of the Corporation or diminish Consultant's duties and obligations to
the Corporation, and Consultant shall be entitled to retain all fees, royalties
and other compensation derived from such activities; and provided further, that
this Agreement shall not be construed to prevent Consultant from investing his
personal funds in any form or manner he may choose that will not require any
services on his part in the operation of or the affairs of the companies in
which such investments are made which are competitive with the financial service
industry or any other business of the Corporation or its affiliates in the State
of Illinois or any state contiguous with the State of Illinois.
7. Confidentiality.
Consultant acknowledged 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 his duties under this Agreement. Consultant
will not disclose to 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
5 or Section 6 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,
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.
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9. 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.
10. Notices.
Any notice required or permitted to be given hereunder shall be in
writing and shall be effective three 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.
11. 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.
12. 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.
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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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and the year first above written.
Northern Trust Corporation
By: /s/ Xxxxx X. Xxxxxxxx
___________________________
Executive Vice President
/s/ Xxxxx X. Xxx
_________________________
Consultant
Address of Consultant:
0000 Xxxx Xxxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
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