1
Exhibit 10.3
(Part 1/2)
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _____ day of March, 1990,
by and between HELMERICH & XXXXX, INC., ("H&P") and XXXXXX X. XXXXXXXXX, III,
("WHH").
WHEREAS H&P is a diversified energy company which, among other things,
is engaged in the acquisition and management of real estate and the management
of cash and equity investments;
WHEREAS WHH has the requisite expertise and experience to provide
consulting services to H&P; and
WHEREAS H&P desires to retain WHH's services as described herein,
NOW, THEREFORE, in consideration of the premises and mutual covenants,
agreements, and obligations herein, the parties hereto agree as follows:
1. WHH hereby accepts H&P's offer to render such consulting
services as may be reasonably requested by H&P. It is recognized that WHH
shall consult primarily in the areas of real estate acquisition and management
and portfolio investment and management, and that such consulting will be in
addition to WHH's serving as Chairman of H&P's Board of Directors. WHH agrees
to prepare such written or oral reports as H&P may deem necessary and to submit
the
2
same to H&P's president. The foregoing may be referred to hereafter as
"Services."
2. As consideration for Services, H&P shall, during the term
hereof, (i) pay WHH the annual sum of One Hundred Fifty-four Thousand Eight
Hundred Dollars ($154,800), payable in monthly installments of Twelve Thousand
Nine Hundred Dollars ($12,900) on the first day of each month; (ii) allow WHH
the use of H&P aircraft as necessary for the performance of Services hereunder;
(iii) pay or reimburse WHH for all of his monthly membership fees in the Summit
Club, Tulsa Club, and Southern Hills Country Club; and (iv) reimburse WHH for
all reasonable and necessary direct out-of-pocket expenses incurred in the
performance of Services hereunder.
3. This Agreement shall be effective as of January 1, 1990, and
shall expire at midnight on December 31, 1990, unless renewed by the parties
prior to such date. Notwithstanding the foregoing in this paragraph 3, in the
event of death, disability, or other occurrence which renders WHH incapable of
performing his duties hereunder, H&P shall have the right to terminate this
Agreement by giving thirty (30) days' notice to WHH, his heirs, or his personal
representative.
4. The parties hereto agree that WHH is an independent contractor
and not an agent of H&P, and that WHH at all times shall
3
maintain control of the manner and means by which services are performed. The
rights, obligations, and liabilities of the parties shall be several and not
joint or collective. No party shall have the right to act for or obligate the
other party except as expressly otherwise provided herein or by written consent
and authorization of the specific act by the other party. It is not the
intention of the parties to create, nor shall this Agreement be construed as
creating, any agency, joint venture, partnership, or association which would
effectively render said parties liable as partners.
5. All data and information obtained by WHH by virtue of the
performance of Services hereunder are deemed confidential and shall remain the
sole and exclusive property of H&P. All such data and information, in whatever
form, shall be delivered to H&P upon its request, or in any event at the
termination of this Agreement. WHH shall not disclose any proprietary or
confidential data or information, or the results of any Services performed
hereunder, to any person, firm, corporation, or other entity without the prior
written consent of H&P, unless compelled to do so pursuant to court order.
6. WHH represents and warrants that his performance of Services
hereunder will not constitute a conflict of interest or
3
4
breach of contract between WHH or any of his agents or employees and any third
party and that, to the best of his knowledge and belief, no information he or
his agents or employees provide H&P hereunder involves any subject matter which
is the proprietary property of any third party.
7. This Agreement shall not prohibit WHH from pursuing such other
business opportunities as may arise during the term hereof which are not in
conflict with this Agreement.
8. This Agreement is deemed personal in nature. WHH shall
neither assign this Agreement, in whole or in part, nor delegate any of the
duties or obligations hereunder without the prior written consent of H&P.
9. Subject to the provisions hereof limiting WHH's rights to
assign or delegate this Agreement and any rights, duties, and obligations
hereunder, this Agreement shall be binding upon and inure to the benefit of
both of the parties hereunder and their assigns and other successors in
interest.
10. This Agreement contains the entire agreement between WHH and
H&P relating to the subject matter hereof.
11. This Agreement shall be governed by the laws of the State of
Oklahoma.
4
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
in duplicate on the date first above written.
"H&P"
HELMERICH & XXXXX, INC.
By: /S/ Xxxx Xxxxxxxxx
--------------------------
Xxxx Xxxxxxxxx
President
"WHH"
/S/ X. X. Xxxxxxxxx, III
-----------------------------
XXXXXX X. XXXXXXXXX, III
STATE OF OKLAHOMA )
) SS.
COUNTY OF TULSA )
Before me, the undersigned, a Notary Public in and for said County
and State, personally appeared Xxxx Xxxxxxxxx, to me known to be the identical
person who subscribed his name to the foregoing Consulting Services Agreement
as President of Helmerich & Xxxxx, Inc., and he acknowledged to me that he
executed the same as his f free and voluntary act and deed and as the free and
voluntary act and deed of said corporation for the uses and purposes therein
set forth.
Subscribed and sworn to before me this 30th day of March, 1990.
/S/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------
Notary Public
My commission expires:
January 20, 1993
---------------------
5
6
STATE OF OKLAHOMA )
) SS.
COUNTY OF TULSA )
Before me, the undersigned, a Notary Public in and for said County
and State, personally appeared Xxxxxx X. Xxxxxxxxx, III, to me known to be the
identical person who subscribed his name to the foregoing Consulting Services
Agreement, and he acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
Subscribed and sworn to before me this 30th day of March, 1990.
/S/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------
Notary Public
My commission expires:
January 20, 1993
---------------------
6
7
Exhibit 10.3
(Part 2/2)
AMENDMENT TO CONSULTING SERVICES AGREEMENT
THIS AMENDMENT TO CONSULTING SERVICES AGREEMENT ("Amendment") is made
and entered into this 26th day of December, 1990, and effective as of January
1, 1991, by and between Helmerich & Xxxxx, Inc., ("H&P") and Xxxxxx X.
Xxxxxxxxx, III, ("WHH").
Paragraph 3 of the Consulting Services Agreement dated December 30,
1990, is hereby deleted, with the following to be substituted therefor:
"3. This Agreement shall be effective as of January 1, 1991,
and shall be automatically renewed for subsequent one-year terms
unless H&P or WHH shall terminate the same upon thirty (30) days'
prior written notice."
Except as amended hereby, all the terms, conditions, and provisions
of the Consulting Services Agreement shall remain valid and binding.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
in duplicate on the date first written above.
"H&P"
HELMERICH & XXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Vice President
"WHH"
/s/ Xxxxxx X. Xxxxxxxxx, III
------------------------------
XXXXXX X. XXXXXXXXX, III
