EXHIBIT 10.R
CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated as of the 11th day of August, 1995 (this
"Agreement"), by and among Louisiana-Pacific Corporation, a Delaware
corporation (the "Company"), and Xxxxx Xxxxxx (the "Consultant").
W I T N E S E T H:
WHEREAS, the Company desires the Consultant to render consulting services
to it; and
WHEREAS, the Consultant is willing to provide such consulting services to
the Company.
NOW, THEREFORE, in consideration of the premises, and on the terms and
conditions herein contained, the parties hereto agree as follows:
1. Engagement. The Company hereby engages the Consultant to provide
consulting services to the Company pursuant to the terms and conditions of
this Agreement and the Consultant hereby agrees to provide such services for
the Company.
2. Term.
(a) Unless sooner terminated pursuant to paragraph (b) or (c) of this
Section 2, this Agreement shall remain in full force and effect for the period
commencing on August 1, 1995, and
ending on December 31, 1997.
(b) The Company may terminate this Agreement only upon
gross negligence or willful misconduct by Consultant in performing services
under this Agreement.
(c) Upon the termination of this Agreement upon written notice pursuant
to this Section 2, neither the Company nor the Consultant shall have any
liability or obligation to the other, except for (i) the obligation of the
Company to pay the Consultant any due and payable consulting fee pursuant to
Section 5 for hi.s consulting services rendered for the Company prior to the
termination of this Agreement, (ii) the obligation of the Company to reimburse
expenses incurred by the Consultant pursuant to Section 6 and (iii) the
confidentiality obligation of the Consultant pursuant to Section 7, all of
which shall survive such termination.
3. Consulting Services.
(a) The Consultant shall provide consulting services to the Company as
requested thereby. Consultant shall not be required to devote more than 84
hours per month providing actual consulting services under this Agreement,
(b) As requested, Consultant shall provide the Company with quarterly
statements setting forth in reasonable detail the consulting services that the
Consultant provided to the Company hereunder during the prior quarter.
4. Nature of Relationship. The Consultant shall perform his
consulting services hereunder in the capacity of an independent contractor and
not as an employee or agent of the Company. Any provision to the contrary in
this Agreement notwithstanding, the Consultant shall have no power or
authority to execute or otherwise enter into any agreement on behalf of, or in
any way to bind, the Company. The Consultant shall not be considered as being
employed by the Company for any purpose, including without limitation, with
respect to employee benefits generally applicable to the Company's employees.
The Company shall carry no workers' compensation insurance or health or
accident insurance for the Consultant. The Company shall pay no amounts on
account of the Consultant for purposes of Social Security, unemployment
insurance or federal or state withholding taxes, and the Company shall not
provide any other contributions or benefits for the Consultant which might be
expected in the context of an employer-employee relationship.
5. Compensation. The Company shall pay the Consultant a consulting
retainer fee of $33,333.00 per month, payable on the first day of each month
beginning on August 1, 1995, and continuing thereafter until December 31,
1995, and thereafter at $11,111.00 per month until this Agreement shall be
terminated pursuant to Section 2; provided, however, that if a payment date
falls on a Saturday, Sunday or a day on which the Company's offices in
Portland, Oregon are closed, the consulting fee shall be paid on the next
succeeding business day of the Company. In the event of Consultant's death or
disability prior to December 31, 1997, all remaining consulting payments shall
be paid on a monthly basis to Consultant's estate or administrator.
6. Expenses. During the term of this Agreement, the Company shall be
responsible for Consultant's reasonable expenses incurred in performing his
consulting services hereunder, including expenses for travel, telephone, mail
and similar items.
7. Confidentiality and Non-Disclosure. The Consultant acknowledges
that during the course of performing his consulting services hereunder, he may
be exposed to and given confidential investment, financial, operational,
marketing and other information about the Company and certain of its
operations. The Consultant hereby agrees that he will not in any way, form or
manner disclose any such confidential information to any entity or person for
any reason, except that the Consultant may disclose any such information to
his associates, agents and representatives as necessary in order for the
Consultant to render the consulting services described herein. Any provision
of this Agreement to the contrary notwithstanding, the foregoing
confidentiality obligation shall not apply to:
(a) Information which is or becomes public information other than due
to the Consultant's breach of his duty of confidentiality hereunder;
(b) Information which has been or is obtained by the Consultant from
other persons or entities which to the best knowledge of the Consultant are
not thereby violating any duty of confidentiality to the Company; or
(c) Information required to be disclosed by the Consultant under
applicable law if the Consultant determines in-good faith that the Consultant
is required to disclose such information and the Consultant gives prior
written notice to the Company of such requirement prior to disclosing such
information.
8. Noncompetition.
(a) During the term of this Agreement, the Consultant shall not, within
any jurisdiction in which the Company or any of its affiliates is duly
qualified to do business, or within any marketing area, which shall in no
event be larger than a state, in which the Company or any of its affiliates is
doing a substantial amount of business, directly or indirectly own, manage,
operate, control, be employed by or participate in the ownership, management,
operation or control of, or be connected in any manner with, any business of
the type and character engaged in and competitive with that conducted by the
Company. The decision of the Company's Board of Directors as to what
constitutes a competing business shall be final and binding upon the
Consultant. For these purposes, the Consultant's ownership of securities of a
public company not in excess of one percent (it) of any class of such
securities shall not be considered to be competition with the Company.
(b) During the term of this Agreement, the Consultant agrees to refrain
from interfering with the employment relationship between the Company and its
employees by soliciting any of such individuals to participate in independent
business ventures and agrees to refrain from soliciting business from any
client or prospective client of the Company for the Consultant's benefit or
for any entity in which the Consultant has an interest or is employed.
(c) It is the desire and intent of the parties hereto that the
provisions of this Section 8 shall be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. The Consultant hereby agrees that upon his
actual or threatened breach or violation of the commitments and obligations
contained in this Section 8, the Company shall be entitled to seek both
preliminary and permanent injunctive relief, in any action or proceeding
brought in an appropriate court having jurisdiction over the Consultant, to
restrain him from committing any violation of said commitments and
obligations.
9. Non-Assignability. Except as provided in Paragraph 5 above,
neither the Consultant nor the Company shall have any right to anticipate,
alienate, sell, assign, transfer, pledge, encumber or otherwise dispose of any
right, interest, benefit or payment under this Agreement and any attempted
anticipation, alienation, sale, assignment, transfer, pledge, encumbrance or
other disposition of any of such rights, interest, benefits or payments
contrary to the provisions hereof shall be null and void and without effect.
All rights, interests, benefits and payments under this Agreement shall, to
the maximum extent permitted by law, be exempt from the claims of any creditor
or other person prior to the actual receipt thereof by the person entitled to
receive the same hereunder.
10. Entire Agreement. This Agreement constitutes and embodies the full
and complete understanding and agreement of the parties hereto with respect to
the subject matter hereof, supersedes all prior understandings and agreements,
oral or written, and cannot be changed or amended except by the written
agreement of the Consultant and the Company. This Agreement is not intended
to confer upon any person other than the parties hereto, and, solely for
purposes of Section 13, those persons described in Section 13, any rights or
remedies hereunder.
11. Parties Bound. The rights and obligations of the Company under
this Agreement shall inure to the benefit of and shall be binding upon its
successors and assigns.
12. Governing Law. Any dispute arising under this Agreement shall be
governed by the laws of the State of Idaho, and the situs of any action shall
be the Federal or State courts in Coeur d'Alene, Idaho.
13. Limitation of Liability of Consultant. Neither the Consultant nor
his associates, agents or representatives shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Company in
connection with the matters to which this Agreement relates, except a loss
resulting from gross negligence or willful misconduct on the Consultant's part
in the performance of his consulting services hereunder.
14. Notices. All notices, statements, instructions or documents
required to be provided pursuant to this Agreement shall be in writing and
shall be given either personally or by mailing the same in a sealed envelope,
first-class mail, postage prepaid and either certified or registered, return
receipt requested, addressed to, or sent by telegram, telex, telecopy or
similar form of telecommunication (with a copy to follow by mail in the manner
described above):
If to the Company, at:
Louisiana-Pacific Corporation
000 X.X. 0xx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: General Counsel
Telecopy: (000) 000-0000
If to the Consultant, at:
Xx. Xxxxx Xxxxxx
E. 0000 Xxxxxxxxx Xxxxx
Xxxxx x'Xxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
and:
Xx. Xxx XxXxxxxx
Xxxxxxx Xxxx Xxxxxxxx & XxXxxxxx
000 Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Telecopy: (000) 000-0000
Either party hereto may from time to time change its address for
communications under this Section 14 by giving written notice of such changed
address to the other party hereto, which change shall become effective for
purposes of this Section 14 seven (7) days following receipt of such notice.
15. Severability. If any provision of this Agreement (or part thereof)
shall be held to be invalid or unenforceable under applicable law, the
invalidity or unenforceability thereof shall not affect the validity or
enforceability of the remaining provisions hereof and each such other
provision (or the remainder of such provision) shall, to the full extent
consistent with applicable law, continue in full force and effect.
16. Books and Records. The Consultant hereby agrees that all books and
records relating in any manner to the business of the Company, and all other
files, books and records and other materials owned by the Company or used by
it in connection with the conduct of its business, whether prepared by the
Consultant or otherwise coming into the Consultant's possession, shall be the
exclusive property of the Company regardless of which party prepared the
original material, books or records. All such books, records and other
materials shall be returned immediately to the Company upon the termination of
the Consultant's services hereunder.
17. Headings. The headings of the Sections of this Agreement are
intended for convenience of reference only and not to constitute a part hereof
or otherwise to be indicative of the scope or content of the Sections of this
Agreement.
18. Execution of Agreement. This Agreement may be executed in
counterparts.
IN WITNESS WHEREOF, the Company and the Consultant have caused this
Agreement to be executed and entered into as of the date first set forth
above.
LOUISIANA-PACIFIC CORPORATION
By __________________________
Its _________________________
XXXXX XXXXXX - CONSULTANT
/s/ XXXXX XXXXXX
