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Exhibit 10.14
CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated December 19, 1997, by and between Xxxxx X.
Xxxxxxx ("Xxxxxxx") and Cone Xxxxx Corporation (the "Company").
RECITAL
Xxxxxxx retired from active service as an employee of the Company,
effective March 31, 1992. Because of his familiarity with the business and
affairs of the Company, Xxxxxxx was in a position to provide valuable
consultation and advice to the Company and the Company desired to obtain such
consultation and advice. Accordingly, the Company agreed to retain Xxxxxxx as a
consultant, and Xxxxxxx agreed to provide consulting services, during the period
beginning April 1, 1992, and ending December 31, 1992, pursuant to a Consulting
Agreement dated December 19, 1991. The Company and Xxxxxxx agreed to an
extension of the consulting arrangement through 1993, 1994, 1995, 1996, and 1997
pursuant to Consulting Agreements dated November 19, 1992, December 3, 1993,
November 10, 1994, December 5, 1995, and December 5, 1996, respectively. The
Company and Xxxxxxx have agreed to continue the consulting arrangement during
the period beginning January 1, 1998, and ending December 31, 1998 (the
"Consulting Period").
NOW, THEREFORE, Xxxxxxx and the Company agree as follows:
1. Consulting Services. Subject to the terms and provisions of this
Agreement, the Company hereby engages Xxxxxxx to perform consulting
services during the Consulting Period. Xxxxxxx hereby accepts such
engagement and agrees to render such consulting services pertaining to
the business of the Company as the Chief Executive Officer of Cone
shall request from time to time during the Consulting Period.
2. Fees. During the Consulting Period, the Company shall pay to Xxxxxxx a
consulting fee of $15,000 per calendar quarter (payable on March 31,
1998, June 30, 1998, September 30, 1998, and December 31, 1998) and,
in addition, shall reimburse Xxxxxxx for any travel and entertainment
expenses reasonably incurred by him in connection with rendering
consulting services hereunder upon submission of appropriate
documentation therefore.
3. Independent Contractor. During the Consulting Period, Xxxxxxx shall be
an independent contractor
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Exhibit 10.14 (continued)
and not an employee of the Company. Accordingly, Xxxxxxx shall
determine when, where and how the consulting services required of him
under this Agreement will be performed, shall be responsible for the
payment of all employment, income and other taxes payable by reason of
his receipt of consulting fees under this Agreement, and shall not be
eligible to participate in any pension, profit sharing, health,
disability, life, or other employee benefit plan or program maintained
by the Company.
4. Termination by Death. If Xxxxxxx dies during the Consulting Period,
this Agreement shall thereupon terminate, but the Company shall pay to
Xxxxxxx'x estate all consulting fees and unreimbursed expenses to
which he would otherwise have been entitled under this Agreement
through the end of the Consulting Period.
5. Entire Contract. This Agreement constitutes the entire contract and
agreement of the parties and supersedes and replaces all other prior
agreements and understandings, both written and oral, with respect to
the performance of personal services by Xxxxxxx for the Company during
the Consulting Period.
6. Miscellaneous. This Agreement may not be amended or modified except by
an instrument in writing signed by the party against whom any such
modification or amendment is sought to be enforced. No wavier of any
breach of this Agreement shall operate or be construed as a waiver of
any subsequent breach. This Agreement shall be construed in accordance
with the laws and judicial decisions of the State of North Carolina.
IN WITNESS WHEREOF, Xxxxxxx and the Company have signed this Agreement as
of the day and year first above written.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
CONE XXXXX CORPORATION
By: /s/ J. Xxxxxxx Xxxxxx
--------------------------------------
J. Xxxxxxx Xxxxxx, President & CEO
