Work for Hire Agreement
Exhibit 10.20
This Work
for Hire Agreement (this “Agreement”) is made effective as of October 20,
2008 by and between the Federal Agricultural Mortgage Corporation (“Xxxxxx
Mac”), 0000 00xx Xxxxxx, X.X., Xxxxxxxxxx, XX 00000, and Xxxxxxx X. Xxxxxxxx,
Xx. (“Sandalls”), 445 Broadway, Apt. 2P, Hastings on Xxxxxx,
XX 00000, in consideration of the mutual promises made
herein.
1. DESCRIPTION OF
SERVICES. Beginning on October 20, 2008, Sandalls agrees
to provide certain financial and management services for Xxxxxx Mac, including
serving as Xxxxxx Mac’s Acting Chief Financial Officer, as Xxxxxx Mac’s Acting
Chief Executive Officer may request (collectively, the
“Services”). The Services include, but are not limited to,
supporting: (a) managing the finance department; (b) serving on
Xxxxxx Mac’s Asset and Liability Committee; (c) reviewing, performing
necessary due diligence with respect to, and certifying as Chief Financial
Officer, Xxxxxx Mac’s periodic financial reports on Form 10-Q and 10-K, as
appropriate; and (d) subject to a determination that the certifications are true
and correct, executing the applicable certifications with respect to those
periodic reports as required by federal securities law. These
services will be performed in coordination with Xxxxxx Mac’s officers and other
employees.
2. PAYMENT FOR
SERVICES. In consideration for the provision of the Services,
Xxxxxx Mac will pay Sandalls at a per diem rate equaling $372,030 per
annum. Payment for these services will be made on a bi-weekly basis.
3. EXPENSES. Xxxxxx
Mac will reimburse Sandalls for any reasonable and necessary expenses actually
incurred in carrying out the Services described under paragraph 1 of this
Agreement, including, without limitation, expenses for travel, including
airfares, meals and lodging, including in the Washington DC
area. Reimbursement will be made to Sandalls after presentation to
Xxxxxx Mac of an itemized accounting and documentation of such expenses, and
otherwise in compliance with Xxxxxx Mac’s policies with regard to expense
reimbursements. Sandalls shall obtain the consent of Xxxxxxx X.
Xxxxxx, the Acting President and Chief Executive Officer of Xxxxxx Mac, prior to
incurring any expenses of an extraordinary or unusual nature. No
expense reimbursement shall be paid later than the last day of the calendar year
following the calendar year in which the related expense was incurred, except to
the extent that the right to reimbursement does not provide for a “deferral of
compensation” within the meaning of Section 409A of the US Internal Revenue
Code and the regulations and guidance promulgated thereunder. No
amount reimbursed during any calendar year shall affect the amounts eligible for
reimbursement in any other calendar year.
4. TERM/TERMINATION. This
Agreement shall commence on the date of this Agreement and shall automatically
terminate on March 31, 2009, unless earlier terminated for any reason by either
party hereto upon 5 days’ prior written notice. Upon such
termination, Sandalls shall be entitled to payment for services provided and
expenses incurred up to such date.
5. RELATIONSHIP OF
PARTIES. It is agreed that Sandalls will provide the Services
as an independent contractor and not as an employee of Xxxxxx Mac, and will not
hold himself out as anything other than an independent contractor of Xxxxxx
Mac. Nothing contained in this Agreement shall be construed to create
an employer-employee or principal-agent relationship or joint venture between
Sandalls and Xxxxxx Mac, and neither party shall have the right, power or
authority to obligate or bind the other in any manner whatsoever. The
consideration set forth in Section 2 above shall be the sole payment due for
services rendered. Xxxxxx Mac will not provide Sandalls with any
fringe benefits, including health insurance benefits, paid vacation, or any
other similar employee benefits typically provided to Xxxxxx Mac
employees. It is understood that Xxxxxx Mac will not withhold any
amounts for payment of taxes from the compensation of Sandalls and that Sandalls
shall be solely responsible to pay all applicable taxes on amounts paid to
Sandalls under this Agreement.
6. WORK PRODUCT
OWNERSHIP. Any copyrightable works, ideas, discoveries,
inventions, patents, products, or other information (collectively, the “Work
Product”) developed in whole or in part by Sandalls in connection with the
Services shall be the exclusive property of Xxxxxx Mac. Upon
completion of the project, Sandalls agrees to turn over to Xxxxxx Mac all
documents related to this project, as they are considered highly
confidential. Upon request, Sandalls shall sign all documents
necessary to confirm or perfect the exclusive ownership by Xxxxxx Mac of the
Work Product.
7. INDEMNIFICATION. Xxxxxx
Mac agrees to indemnify and hold harmless Sandalls from and against any and all
losses, claims, expenses (including reasonable legal fees and expenses), damages
and liabilities (collectively, “Losses”) that arise out of Sandalls’s
performance of his obligations under this Agreement; provided, however,
that this indemnity agreement shall not apply to any Losses that proximately
result from Sandalls’s gross negligence, willful misconduct or material breach
of this Agreement.
8. DIRECTORS AND OFFICERS
INSURANCE. Xxxxxx Mac agrees to include Sandalls as a named
insured, as Acting Chief Financial Officer, under Xxxxxx Mac’s Directors and
Officers Insurance Coverage.
9. CONFIDENTIALITY. Xxxxxx Mac and Sandalls
both recognize that Sandalls has access to and will acquire, and may assist in
developing, confidential and proprietary information relating to the business
and operations of Xxxxxx Mac as a result of the provision of the Services to
Xxxxxx Mac. Sandalls hereby covenants and agrees that he will retain
all “Confidential Information” (as defined below) in trust for the sole benefit
of Xxxxxx Mac and its successors and assigns. Sandalls hereby
covenants further that, in addition to his general responsibility not to
disclose certain information of or relating to Xxxxxx Mac, he will not, at any
time during or after the term of this Agreement, without the prior written
consent of Xxxxxx Mac, directly or indirectly communicate or divulge any such
Confidential Information to any person, firm, corporation or other business
organization, or use any such Confidential Information for his own account or
for the account of any other person, except as required in connection with the
performance of the Services. The term “Confidential Information”
shall mean any trade secret, data, client list, legal opinion or other
confidential or proprietary information related to the business and activities
of Xxxxxx Mac. Notwithstanding the foregoing, Confidential
Information shall not include any information that is or is made by Xxxxxx Mac a
part of the public domain or generally available to the public (unless such
availability occurs as a result of any breach by Sandalls of this provision), or
is available to Sandalls on a non-confidential basis from a source (other than
Xxxxxx Mac) that is not bound by a confidentiality agreement and does not breach
his fiduciary responsibilities. The terms of this provision shall
survive the termination of this Agreement and the termination of the Services
hereunder.
10. XXXXXXX
XXXXXXX. Notwithstanding Sandalls’s status as an independent
contractor, Sandalls shall be subject to Xxxxxx Mac’s Statement of Policy on
Xxxxxxx Xxxxxxx, a copy of which Sandalls has received and reviewed.
11. CONTRACTOR’S REPRESENTATIONS AND
WARRANTIES. Sandalls represents and warrants to Xxxxxx Mac
that:
a. No third
party has exclusive rights to his services and that this Agreement in no way
compromises the rights of any third party or creates a conflict of interest for
Sandalls or Xxxxxx Mac. Sandalls further represents and warrants that
in performing this Agreement, he will not create any conflict of interest that
may be detrimental to the interests of Xxxxxx Mac.
b. For purposes
of avoiding potential conflicts of interest, Sandalls will disclose to Xxxxxx
Mac all other employment or independent contractor relationships in which he
becomes involved during the term of this Agreement.
c. Sandalls will
not disclose to Xxxxxx Mac any confidential or proprietary information obtained
from third parties prior to Sandalls’s entering into this Agreement with Xxxxxx
Mac.
d. In performing
the Services, Sandalls will comply with all applicable Xxxxxx Mac policies and
procedures, including but not limited to Xxxxxx Mac’s Code of Business Conduct
and Ethics, and will adhere to Xxxxxx Mac’s ethical and professional
standards. Sandalls will diligently and conscientiously perform his
work under this Agreement.
12. GOVERNING LAW. This Agreement
will be governed by, and interpreted and enforced in accordance with, the laws
of the District of Columbia.
13. ENTIRE
AGREEMENT. This Agreement sets forth the entire understanding
of the parties concerning the subject matter hereof and replaces and supersedes
all other agreements or understandings, whether written or oral. No
amendment, modification or waiver of this Agreement shall be binding unless in
writing and signed by or on behalf of the parties hereto.
14. MODIFICATION. This
agreement may be amended only by a writing signed by both Sandalls and Xxxxxx
Mac.
15. SEVERABILITY. If
any term, condition, or provision of this Agreement or the application thereof
to any party or circumstances will, at any time or to any extent be invalid or
unenforceable, the remainder of this Agreement, or the application of such term,
condition or provision to parties or circumstances other than those to which it
is held invalid or unenforceable, will not be affected thereby, and each term,
condition and provision of this Agreement will be valid and enforceable to the
fullest extent permitted by law.
16. WAIVER. The waiver
by any party of a breach of any provision of this Agreement will not operate as
a waiver of any other breach of any provision of this Agreement by any party.
17. ARBITRATION. Any controversy, claim
or dispute arising out of or relating to this Agreement or the breach thereof
shall be settled by arbitration in accordance with the then existing Commercial
Arbitration Rule of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The parties irrevocably consent to the
jurisdiction of the federal court located in the District of Columbia for this
purpose. Each such arbitration proceeding shall be located in the
District of Columbia.
18. NOTICES. Any notice
given under this Agreement will be sufficient if in writing and
either: (a) mailed postage prepaid by registered or certified mail,
return receipt requested; or (b) delivered by hand, to the addresses specified
on the first page of this Agreement (or to such other addresses as may from time
to time be designated by notice from the recipient party to the
other). Any such notice will be effective upon actual receipt or
refusal thereof.
Party
contracting the Services:
|
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
Name: Xxxxxxx
X. Xxxxxx
Title: Acting
President and Chief Executive Officer
Party
providing the Services:
/s/
Xxxxxxx X. Xxxxxxxx, Xx.
Xxxxxxx
X. Xxxxxxxx, Xx.
