Xxxxx Equipment
Company
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
000-000-0000 tel
815-38l-6046 fax
December 13.2000
Xx. Xxxxxx X. Xxxxx
Xx Xxxxx Consulting Group, Ltd.
X.X. Xxx 0000
Xxxxxx, XX 00000
Re: Consulting Agreement
Dear Ed:
This Letter Agreement sets forth the terms and conditions under which
Xxxxxx X. Xxxxx ("Ed"), through Xx Xxxxx Consulting Group, Ltd. ("Xxxxx
Consulting"), agrees to provide management and consulting services to Xxxxx
Equipment Company, a Delaware corporation, and its subsidiaries and affiliates
("Xxxxx").
Services:
Ed will personally provide such services to Xxxxx as reasonably
requested by Xxxxx. The commencement date for such services shall be November
20, 2000. Ed agrees to provide his services for a minimum of one year and Xxxxx
agrees to retain Ed to perform the services for a minimum of one year. For these
services, Xxxxx Consulting will be paid a fee of $30,000 per month (or the pro
rata share of a partial month), due upon Xxxxx' receipt of the Xxxxx Consulting
invoice. Xxxxx Consulting will be reimbursed for Ed's reasonable out-of-pocket
costs, due upon Xxxxx' receipt of the Xxxxx Consulting invoice. Ed will report
directly to the Board of Directors of Xxxxx.
Management Position & Directorship:
Ed will be appointed to the Board of Directors and will be elected
Chairman of the Board of both Xxxxx and WEC Company. He will hold such positions
until the Agreement is terminated or the parties otherwise agree.
Xxxxxx X. Xxxxx
December 13, 2000
Page 2 of 3
Indemnification:
Xxxxx agrees to indemnify Xxxxx Consulting and hold Xxxxx Consulting,
its principals, officers and employees, harmless from all costs, expenses,
damages, claims, and legal fees which may be incurred by, asserted against Ed or
Xxxxx Consulting on account of any matters arising out of Ed's performance
provided that Ed acted in good faith and in a manner he reasonably believed to
be in the best interests of Xxxxx.
Confidentiality:
Ed and Xxxxx Consulting agree to hold in confidence and not use,
publish, disclose or utilize in any manner, except as required for the
performance of the services or by law, any trade secret, confidential
proprietary information of Xxxxx. Such information shall not include information
which is or becomes available to the public other than as a result of a
disclosure by Ed or Xxxxx Consulting or is or becomes available to either on a
non-confidential basis from a source other than Xxxxx.
Independent Contractors:
All parties agree that Ed and Xxxxx Consulting are independent
contractors for tax, insurance, workers' compensation, and all other purposes
and are not employees of Xxxxx.
Termination:
This Agreement may be terminated without cause by either party upon
A20 days' advance written notice given to the other party on or after July 20,
2001. In the event that Ed becomes unable to personally provide the services,
this Agreement shall terminate 120 days after the date on which Ed becomes
unable to provide the services.
Very truly yours,
Xxxxx Equipment Company
Xxxx X. Xxxx
Vice President & Secretary
[The next page is the signature page]
Xxxxxx X. Xxxxx
December 13, 2000
Page 3 of 3
Agreed:
Xx Xxxxx Consulting Group, Ltd.
By: /s/ Xxxxxx X. Xxxxx, President
-------------------------------------
Xxxxxx X. Xxxxx
