EXHIBIT 10.10
[DOVER DIVERSIFIED, INC. LOGO]
X.X. XXX 0000 Xxxxxxxx, Xxxxxxxxx 00000-0000 Telephone (000) 000-0000
0000 X. Xxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxxx, Xxxxxxxxx 00000 Fax (000)000-0000
December 8, 2004
Re: Consulting Agreement
Dear Xxxxx:
This letter sets forth the terms of our consulting agreement with you
("CONSULTANT"). We are pleased that Dover Diversified, Inc. (the "COMPANY") will
have the opportunity to avail itself of your experience and advice during 2005.
1. Consulting Term. The term of Consultant's retention shall begin
January 1, 2005 and end December 31, 2005.
2. Consultant Duties. From time to time at the Company's request, upon
reasonable notice, Consultant shall render business and strategic advice and
services for the Company and its affiliates. Consultant shall honor reasonable
requests by the Company for his services and shall devote reasonable time and
his best efforts, skill, and attention to the diligent performance of his
consulting duties. In rendering such services, Consultant shall be free to
arrange his own time, pursuits, and consulting schedule and to determine the
specific manner in which his services will be performed, but he will use his
best efforts to accommodate the scheduling requirements and the work of the
Company. Consultant is expected to attend board meetings of those companies on
whose board he serves. In addition, Consultant is expected to attend strategic
planning meetings of the Company and its affiliates. For the purpose of
providing consulting services to the Company, Consultant will be permitted
reasonable use of the Company's office space, telephone and secretarial support,
but Consultant is not required to use any such resources.
3. Independent Contractor. Consultant shall be an independent
contractor and shall not have the power to bind the Company for any purpose
whatsoever unless specifically authorized to do so by the Company's chief
executive officer. Additionally, Consultant acknowledges his separate
responsibility for all federal and state income taxes, Federal Insurance
Contribution Act taxes, and any other taxes, if applicable, and agrees to
indemnify and hold the Company harmless from any claim against it or liability
relating to such taxes.
4. Consulting Fee. The Company shall pay Consultant a consulting fee at
the rate of $645,000 for 2005, which shall be paid monthly on dates that the
Company normally pays its executives. Upon the presentation of appropriate
invoices, the Company shall reimburse Consultant for his reasonable
out-of-pocket expenses incurred in travel necessary for him to perform his
consulting duties. These expenses include, but are not limited to, reasonable
airfare, lodging, meals, and other traveling expenses.
5. COBRA and Other Benefits. For the term of his consulting under this
Agreement, the Company shall pay directly, or reimburse Consultant for, (i) the
cost for Consultant to maintain his health and welfare benefits under the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), (ii) the cost
of tax and financial planning services equal to those provided to Consultant as
an employee in 2004, (iii) a car allowance and expenses comparable to that
provided to him in 2004, and
(iv) the premium for the life insurance as provided to him in 2004. Consultant
shall not be entitled to any other fees or benefits for this consulting work.
6. Return of Property. Promptly following the conclusion of
Consultant's services, Consultant shall return to the Company all Company
property including, but not limited to, all documents and any copies thereof and
keys.
7. Non-Disclosure of Confidential or Proprietary Information.
Consultant's performance of his duties described in paragraph 2 above will
result in his exposure and access to confidential and proprietary information,
including but not limited to business plans and strategies and financial
information, of the Company, its operating subsidiaries and other affiliates,
which information is of great value to the Company. Consultant understands and
agrees that the disclosure of such information by him would be irreparably
injurious and detrimental to the Company. Consultant shall maintain the
confidentiality of all such confidential or proprietary information.
8. Assignment. Consultant acknowledges that the services to be rendered
by him are unique and personal. Accordingly, Consultant may not assign any of
his rights or delegate any of his duties or obligations under this Agreement. In
the event that Consultant is unable to fulfill his obligations under this
agreement because of death, disability or other reasons, this agreement shall be
automatically terminated and the Company shall have no further obligations to
Consultant or his heirs, beneficiaries or estate.
9. Notices. All notices and other communications required or permitted
under this Agreement shall be deemed to have been duly given and made if in
writing and if served either by personal delivery to the party for whom intended
or by being deposited, postage prepaid, certified or registered mail, return
receipt requested, in the United States mail bearing the address shown below for
such party or such other address as such party may designate in writing
hereafter to the other party:
(a) If to Consultant: Xxxxx X. Xxxxxx
X.X. Xxx 00
Xxxxxxx, XX 00000
(b) If to the Company: Dover Diversified, Inc.
0000 X. Xxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Chief Financial Office
If this agreement meets with your approval, please sign below and return it to
me.
Agreed:
Xxxxx X. Xxxxxx DOVER DIVERSIFIED, INC.
/s/ Xxxxx X. Xxxxxx /s/ W.A. Xxxxx
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Dated: 12-9-04
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