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Exhibit 10(t)
Agreement between the Company and Xxxxx X. Xxxxx
dated as of August 31, 1996
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August 31, 1996
Xx. Xxxxx X. Xxxxx
Xxxxxxxxxxxxx 000
0000 Xxxx 00
Xxxx Xxxxx:
This letter will set forth the consulting arrangement between you and X.
Xxxxxxxx GmbH (hereinafter "Schulman").
You and Schulman have agreed as follows:
1. CONSULTING
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For the one (1) year period beginning September 1, 1996, and ending August
31, 1997 (the "Consulting Period"), you will serve as a special consultant for
Xxxxxxxx and will consult with Xxxxxxxx on such matters as Xxxxxxxx may request
from time to time. In particular, you will assist Xxxxxxxx in maintaining good
relations and contacts with suppliers and customers.
In performing your consulting duties, you will make yourself available on a
reasonable basis during such times and at such places in Western Europe as
Xxxxxxxx may request from time to time, and Xxxxxxxx will provide you with such
reasonable access to the records of, and other information relative to, its
operations as you in the proper discharge of your consulting duties may
require. However, you will not be required to relocate your home or office from
Cologne.
2. COMPENSATION
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In consideration of the consulting services provided by you, Xxxxxxxx will
pay you a fee (the "Consulting Fee") in an amount equal to the equivalent of
USD 50,000 (based on the September 1, 1996 exchange rate) for the Consulting
Period. Monthly, at the beginning of each month, you will submit invoices to
Xxxxxxxx for one-twelfth (1/12th) of the Consulting Fee plus expense
reimbursement in respect of expenses incurred by you during the preceding month
as provided in paragraph 4 (Reimbursement of Expenses), below. Such invoices,
in addition, will include a separate charge for any applicable value-added tax.
All amounts due will be paid to you within fifteen (15) days after the date
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of invoice or as you and Xxxxxxxx otherwise mutually shall agree.
The exchange rate of USD to German marks on September 1, 1996, will be used
to fix the compensation in German marks. No fluctuations in exchange rates
after September 1, 1996, will affect the amounts payable hereunder.
In addition to the Consulting Fee, during the Consulting Period Xxxxxxxx
will continue to pay or reimburse you for reasonable expenses related to your
automobile, such as gasoline and maintenance.
Schulman also will provide you with office space in Xxxxxxxx'x Xxxxxxx
facility and with reasonable clerical assistance.
3. DEATH OR DISABILITY: SICKNESS
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In the event of your death or disability prior to the end of the Consulting
Period, this Agreement will terminate. As used in this paragraph, the term
disability means a mental or physical infirmity which prevents you from
performing your duties under this Agreement for a period in excess of ninety
(90) consecutive days in any twelve (12) month period.
4. REIMBURSEMENT OF EXPENSES
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Schulman also will reimburse you for reasonable and properly documented
out-of-pocket expenses incurred by you and approved by Xxxxxxxx'x General
Manager in performing services for Schulman hereunder.
5. NON-COMPETE AND NON-DISPARAGEMENT
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During the Consulting Period, you will not, either directly or indirectly,
engage in, or assist others in engaging in, any business which competes with
the current business of Schulman, X. Xxxxxxxx, Inc. (the "Parent") or any
subsidiary or affiliate of Schulman or the Parent (Schulman, the Parent and
such entities being herein referred to collectively as the "Companies" and
individually as a "Company"). In addition, you will not assist or induce any
employee of the Companies to terminate his or her employment.
Furthermore, Xxxxxxxx, for itself and the Parent on the one hand, and you on
the other hand, agree that, after the date hereof, each will not defame or
disparage the other or make any derogatory remarks to any persons concerning
the financial or business capabilities of the other, nor will you defame,
disparage or make any derogatory remarks about any shareholder, director,
officer or agent of Xxxxxxxx or the Parent.
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6. TRADE SECRETS
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You confirm and agree that all of the trade secrets, as that term is
understood in business parlance, of the Companies, including, but not limited
to, business plans, customer lists, financial or computer data, marketing
methods, formulae, and production methods, are, and shall remain, the exclusive
property of the Companies and shall not be used by you except in connection
with the performance of your consulting duties for Xxxxxxxx.
7. REMEDIES
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You agree that in the event that you violate the provisions of paragraphs 5
(Non-Compete and Non-Disparagement) or 6 (Trade Secrets), above, the Companies
may suffer damages which are not compensable by the payment of money alone.
Therefore, you agree that if you violate any of the provisions of such
paragraphs 5 or 6, any of the Companies will be entitled to immediate
injunctive relief, in addition to any other rights and remedies they may have.
8. SEVERABLE PROVISIONS
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The provisions of this Agreement are severable, and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions and a partially unenforceable provision, to
the extent enforceable in any jurisdiction nevertheless will be binding and
enforceable. In the event that any provision of this Agreement is deemed
unenforceable, Xxxxxxxx and you agree that a court of competent jurisdiction
will have jurisdiction to reform such provision to the extent necessary to
cause it to be enforceable to the maximum extent permitted by law, and will
abide by what said court determines.
9. INDEPENDENT CONTRACTOR ONLY
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You are being retained by Xxxxxxxx only for the purposes and to the extent
set forth in this Agreement, and your relationship with Xxxxxxxx is that of an
independent contractor. You will be solely responsible for all taxes
(including, without limitation, social security taxes as imposed on a
self-employed individual) and other governmental obligations arising out of
your performance of services and the payments to be made to you hereunder. You
will indemnify and hold Xxxxxxxx harmless from and against any liability to pay
any such taxes or obligations.
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10. MISCELLANEOUS
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This Agreement is binding upon and inures to the benefit of the parties and
their respective heirs, personal representatives, successors and assigns and
supersedes all prior agreements and understandings between the parties
concerning the subject matter hereof and may not be modified or terminated
orally. No modification, termination or attempted waiver of this Agreement
shall be valid unless in writing and signed by a party against whom the same is
sought to be enforced. This Agreement shall be governed by and construed in
accordance with the laws of Germany.
If this Agreement sets forth correctly our understanding, please sign the
enclosed counterpart and return it to the undersigned.
Sincerely yours,
X. XXXXXXXX GMBH
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxx /s/ Xxxx Xxxxxxxx
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Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx Xxxx Xxxxxxxx
AGREED TO AND ACCEPTED:
/s/ Xxxxx X. Xxxxx Dated as of: August 31, 1996
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XXXXX X. XXXXX
