EXHIBIT 10.17
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CONSULTING AGREEMENT dated as of February 1, 1999, between CONSOL
INC., a Delaware corporation (hereinafter the "Corporation") and B. R.
Xxxxx (hereinafter "Xx. Xxxxx").
Xx. Xxxxx is Chairman of the Board of Directors of the Corporation. He has
been employed by the Corporation under an agreement dated December 9, 1996, as
extended until June 30, 1998 (by a written agreement dated February 26, 1998),
and as extended until January 31, 1999 (by informal agreement). He will retire
as Chairman of the Board effective January 31, 1999. In view of his long
experience with the Corporation and his knowledge of its affairs, the
Corporation desires to have him available to act as a consultant to the
President of the Corporation during the period February 1, 1999, to January 31,
2000, on the terms and conditions hereinafter set forth.
Accordingly, the parties hereto hereby agree as follows:
1. Period of Consultancy. During the period February 1, 1999, to January
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31, 2000, Xx. Xxxxx shall serve the Corporation in the capacity of general
consultant. To that end he shall be available for consultation and advice as and
when the President of the Corporation may reasonably require. Xx. Xxxxx shall
not, however, be required to attend regularly at any
business office of the Corporation or to live at any specified place for any
stated period or periods of time. Insofar as it shall be practicable from a
business point of view, the Corporation shall consider the reasonable
convenience of Xx. Xxxxx in timing its requests, and the failure or inability of
Xx. Xxxxx by reason of illness or cause beyond his control to respond to such
requests shall not be deemed to constitute a default on his part in the
performance of his obligations under this Agreement. Xx. Xxxxx agrees to render
his services in such manner and under such circumstances as shall be in the best
interests of the Corporation and consistent with its general policies. The
services which Xx. Xxxxx shall render to the Corporation under this Agreement
shall be rendered in the capacity of an independent contractor.
2. Compensation. As compensation for his services under this
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Agreement, the Corporation will pay to Xx. Xxxxx $360,000 per year, payable in
equal monthly installments, in the period February 1, 1999, to January 31, 2000;
provided, that, if in any month Xx. Xxxxx shall actually be engaged in work for
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the Corporation for more than six days (whether or not consecutive), the
Corporation will pay to him a consultation fee of $5,000 for each such
additional day (or substantial part thereof) in such month that Xx. Xxxxx shall
actually be engaged in work for the Corporation. In said period the Corporation
will reimburse Xx. Xxxxx for any out-of-pocket disbursements which he shall
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reasonably incur in connection with the performance of his services under this
Agreement.
3. No Competition: Confidentiality. Xx. Xxxxx (a) until January 31,
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2001, will not, without the consent of the Corporation, in any way engage as
principal, agent or employee in any business competitive with that of the
Corporation and (b) will endeavor in all respects to act in accordance with the
interests of the Corporation. Xx. Xxxxx will not at any time, reveal, divulge or
make known, either directly or through another, to any person, firm or
corporation, any confidential information received by him at any time touching
the operations or the financial, business or other affairs of the Corporation or
any of its affiliates or any customer or supplier of any of them; provided, that
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confidential information shall not include any information which (i) is known
generally to the public other than as a result of unauthorized disclosure by Xx.
Xxxxx, (ii) becomes available to Xx. Xxxxx on a non-confidential basis from a
source other than the Corporation or any of its affiliates, or (iii) was
available to Xx. Xxxxx on a non-confidential basis prior to its disclosure to
Xx. Xxxxx or any of its affiliates.
4. Other Post-Retirement Rights. This Agreement shall not be deemed
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to affect in any respect (a) the rights which Xx. Xxxxx shall have under any
Employment Retirement Plan of the Corporation after January 31, 1999, or (b) any
other post-retirement rights that may have been expressly granted to him by
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written contract with the Corporation or by reason of his participation in any
plan of the Corporation for the benefit of its employees. It is understood that
for all purposes (including all purposes of any plan of the Corporation for the
benefit of its employees) Xx. Xxxxx shall not be deemed to be an employee of the
Corporation for any period after January 31, 1999.
5. No Assignment. Any purported assignment of this Agreement by Mr.
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Xxxxx or the Corporation, in whole or in part, without the prior written consent
of the other party shall be void; provided, that upon the sale of all or
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substantially all the assets, business and goodwill of the Corporation to
another corporation, or upon the merger or a consolidation of the Corporation
with another corporation, this Agreement shall inure to the benefit of and be
binding upon both Xx. Xxxxx and the Corporation purchasing the assets, business
and goodwill, or surviving or arising out of such merger or consolidation, as
the case may be.
6. Governing Law. This Agreement shall be governed by and
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interpreted under the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
signed in its corporate name by its President.
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and Xx. Xxxxx has hereunto set his hand, all as of the day and year first above
written.
CONSOL INC.
By: /s/ J. Xxxxx Xxxxxx
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President
/s/ B. R. Xxxxx
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B. R. Xxxxx
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[LETTERHEAD OF RHEINBRAUN APPEARS HERE]
February 1, 1999
Mr. B. R. Xxxxx
CONSOL Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
XXX
Re: BOARD OF DIRECTORS OF CEI AND CI
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Dear Xx. Xxxxx:
We refer to the Consulting Agreement dated this date between you and Consol Inc.
("CI"), a subsidiary of Consol Energy Inc. ("CEI"). The period of consultancy
under that agreement expires on January 31, 2000. You are also a member of the
boards of directors of CEI and CI.
This will confirm the intention of Rheinbraun AG, as the majority stockholder of
CEI, to continue your service as a director of CEI and CI until January 31,
2000, and of your agreement so to serve CEI and CI, subject to the respective
by-laws of CEI and CI. Unless extended to a later date by mutual written
agreement, you shall be deemed to have resigned from both said directorships as
of January 31, 2000.
Very truly yours,
Rheinbraun Aktiengesellschaft
ACCEPTED:
/s/ B. R. Xxxxx
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B. R. Xxxxx
