CONSULTING AGREEMENT
Exhibit 10.1
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into this day of ,
2007, by and between AGCO CORPORATION, a Delaware corporate (“Company”), and Xxxxxxx X.
Xxxxxx, a U.S. resident (“Consultant”).
Consultant is not authorized to bind Company to any liability or obligation or to represent
that he has any such authority. Consultant shall be solely responsible for all of his withholding
taxes, social security taxes, unemployment taxes, and workers’ compensation insurance premiums.
(a) Unless sooner terminated pursuant to the terms hereof of this Agreement shall commence as
of January 1, 2009, and continue for a period of three (3) years (the “Term”).
(b) Notwithstanding anything else contained herein to the contrary, and in addition to any
other rights and remedies available at law, in equity or hereunder, either party hereto may cancel
and terminate this Agreement if the other party fails to correct or cure any material breach
hereunder within thirty (30) days after it receives written notice of such breach from the
non-breaching party.
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Secrets, directly or indirectly, either during the term of this Agreement or at any time
thereafter, except as required in the course of his employment under this Agreement, if required in
connection with a judicial or administrative proceeding, or if the information becomes public
knowledge other than as a result of an unauthorized disclosure by the Consultant. All files,
records, documents, information, data and similar items relating to the business of the Company,
whether prepared by Consultant or otherwise coming into his possession, will remain the exclusive
property of the Company and may not be removed from the premises of the Company under any
circumstances without the prior written consent of the Board (except in the ordinary course of
business during Consultant’s period of active employment under this Agreement), and in any event
must be promptly delivered to the Company upon termination of Consultant’s employment with the
Company. Consultant agrees that upon his receipt of any subpoena, process or other request to
produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal or
person, Consultant shall timely notify and promptly hand deliver a copy of the subpoena, process or
other request to the Board. For this purpose, Consultant irrevocably nominates and appoints the
Company (including any attorney retained by the Company), as his true and lawful attorney-in-fact,
to act in Consultant’s name, place and stead to perform any act that Consultant might perform to
defend and protect against any disclosure of any Trade Secrets.
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exclusively by Company. Consultant hereby unconditionally and irrevocably transfers and
assigns to Company all right, title and interest in or to any Work Product.
(a) All notices provided for or required by this Agreement shall be in writing and shall be
delivered personally to the other party, or mailed by certified or registered mail (return receipt
requested), or delivered by a recognized overnight courier service, as follows:
If to Company: | Attn: General Counsel AGCO Corporation 0000 Xxxxx Xxxxx Xxxxxxx Xxxxxx, XX 00000 U.S.A. |
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If to Consultant: | C. S. D. Xxxxxx The Old Vicarage Cleeve Prior Worcestershire, U.K. WR11 5LQ |
(b) Notices delivered pursuant to Section 12(a) hereof shall be deemed given: at the time
delivered, if personally delivered, three (3) business days after being deposited in the mail, if
mailed; and one (1) business day after timely delivery to the courier, if by overnight courier
service.
(c) Either party hereto may change the address to which notice is to be sent by written notice
to the other party in accordance with the provisions of this Section 12.
(a) This Agreement, including all Exhibits hereto (which are incorporated herein by this
reference), contains the entire agreement and understanding concerning the subject matter hereof
between the parties hereto. No waiver, termination or discharge of this Agreement, or any of the
terms or provisions hereof, shall be binding upon either party hereto unless confirmed in writing.
This Agreement may not be modified or amended, except by a writing executed by both parties hereto.
No waiver by either party hereto of any term or provision of this Agreement or of any default
hereunder shall affect such party’s rights thereafter to enforce such term or provision or to
exercise any right or remedy in the event of any other default, whether or not similar.
(b) The parties acknowledge and agree that this Agreement and the obligations and undertakings
of the parties under this Agreement will be performable in Duluth, Georgia. This Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware. If any action
is brought to enforce or interpret this Agreement, venue for the action will lie in Gwinnett
County, Georgia.
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(c) Consultant may not assign this Agreement, in whole or in part, without the prior written
consent of Company, and any attempted assignment not in accordance herewith shall be null and void
and of no force or effect.
(d) This Agreement shall be binding on and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
(e) The headings contained herein are for the convenience of the parties only and shall not be
interpreted to limit or affect in any way the meaning of the language contained in this Agreement.
(f) This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute the same Agreement. Any signature
page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to
any other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy
or other facsimile transmission of any signature shall be deemed an original and shall bind such
party.
(g) If any provision of this Agreement shall be held void, voidable, invalid or inoperative,
no other provision of this Agreement shall be affected as a result thereof, and accordingly, the
remaining provisions of this Agreement shall remain in full force and effect as though such void,
voidable, invalid or inoperative provision had not been contained herein.
(h) This Agreement shall not be construed more strongly against either party hereto regardless
of which party is responsible for its preparation.
(i) Upon the reasonable request of the other party, each party hereto agrees to take any and
all actions, including, without limitation, the execution of certificates, documents or
instruments, necessary or appropriate to give effect to the terms and conditions set forth in this
Agreement.
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“Company” AGCO CORPORATION |
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By: | ||||
Name: | ||||
Title: | ||||
“Consultant” | ||||
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