Exhibit 10
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CONSULTANCY AGREEMENT
This Agreement is entered into as of the Second day of February 1998, by and
between Xxxxxxxx Corporation (the "Company"), an Iowa corporation, and E.T.
Xxxxxxxx III ("Xxxxxxxx").
WHEREAS, Xxxxxxxx is currently employed by the Company and serves as its
Chairman of the Executive Committee of the Board of Directors; and
WHEREAS, the Company and Xxxxxxxx desire to enter into an agreement to provide
for Meredith's continued employment and the provision of Meredith's services as
a consultant following the termination of his employment with the Company.
NOW, THEREFORE, IT IS HEREBY AGREED by and between the Company and Xxxxxxxx as
follows:
1. EMPLOYMENT. The Company hereby agrees to employ Xxxxxxxx through March 1,
1998 ("termination date").
2. BOARD AND COMMITTEE SERVICE. Subject to the authority of the Compensation/
Nominating Committee of its Board of Directors, the Company agrees to nominate
Xxxxxxxx for reelection as a director of the Company at the Annual Meeting of
Stockholders in 1998 and 2001. Subject to election by the stockholders of the
Company and the Company's director retirement policy, Xxxxxxxx shall serve as a
non-employee director. Subject to the annual election by the Company's Board
of Directors and the provisions of the Company's Bylaws, Xxxxxxxx shall serve
as the Chairman of the Executive Committee of the Company's Board of Directors
for a period of time coterminous with his service as a director.
3. ENGAGEMENT AS CONSULTANT. The Company hereby agrees to retain Xxxxxxxx as
a consultant following the termination date. Xxxxxxxx hereby accepts such
consultancy and agrees that during the period he is so retained he will render
such consulting services to the Company from time to time as the Chief
Executive Officer or the Board of Directors of the Company may reasonably
request, including but not limited to consulting services related to the
Company's aviation operations.
4. CONSIDERATION. In consideration for the consultancy services provided by
Xxxxxxxx, Company shall provide Xxxxxxxx the perquisites that existed during
his employment, including same or equivalent club memberships, reimbursements,
company automobile in accordance with Company policy, office space and support
services, use of the Company aircraft on Company business and use of Company
pilots, use of Company accommodations on Company business, tax and financial
planning from KPMG Peat Marwick and legal services from XxXxxxxxx, Will &
Xxxxx. Xxxxxxxx will be reimbursed for all legitimate business expenses
incurred in connection with the provision of consulting services to the
Company.
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5. HEALTH COVERAGE AFTER TERMINATION OF EMPLOYMENT.
(a) As additional consideration for the consultancy services to be
provided by Xxxxxxxx, the Company agrees to provide at no cost to Xxxxxxxx and
his spouse (other than any applicable income taxes) the following benefits: (i)
Medicare Supplement coverage for Xxxxxxxx that is the same coverage as provided
for other retirees of the Company; (ii) Xxxxxxxx will receive the same dental
and prescription drug coverage as is provided to Company employees; and (iii)
participation by Xxxxxxxx in the Company's officer medical reimbursement
program.
(b) If the consultancy under this Agreement is terminated by either
party, Xxxxxxxx will be eligible to continue the Medicare Supplement coverage
at the cost applicable to a retiree from employment with the Company with the
same number of years of continuous active service as an employee as Xxxxxxxx.
6. TERMINATION. Meredith's consultancy may be terminated by either party at
any time upon 90 days advance written notice.
7. NON-COMPETITION. Xxxxxxxx agrees that during the period of his employment
by the Company and during the period that he is a consultant to the Company and
for a period of two (2) years following the termination of his consultancy, he
shall not consult with, accept employment with, become or invest in, or in any
way aid or abet any proprietorship, partnership, corporation or other business
entity that is a competitor of the Company in the United States of America,
except with the prior written consent of the Company.
8. INDEPENDENT CONTRACTOR. The parties agree that while acting as a
consultant, Xxxxxxxx shall at all times be an independent contractor and that
nothing herein shall be construed to cause Xxxxxxxx to be an employee of the
Company.
9. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of the Company. Xxxxxxxx xxx
not assign this Agreement, in whole or in part.
10. GOVERNING LAW. This Agreement and the validity of its provisions shall be
construed according to the laws of the State of Iowa.
11. ENTIRE AGREEMENT. This Agreement contains all the understandings and
representations between the parties with respect to the subject of this
Agreement.
12. AMENDMENT OR MODIFICATION; WAIVER. No provision of this Agreement may be
amended or modified unless such amendment or modification is agreed to in
writing. No provision to be performed by a party may be waived by the other
except by in writing. No waiver by either party shall be deemed a waiver of a
similar or dissimilar provision.
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13. HEADING. Headings of the sections of this Agreement are intended solely
for convenience and no provision of this Agreement is to be construed by
reference to the title of any section.
IN WITNESS WHEREOF, pursuant to authorization of its Board of Directors, the
Company has caused this Agreement to be signed and Xxxxxxxx has set his hand.
XXXXXXXX CORPORATION E.T. XXXXXXXX III
/s/ Xxxxxxx X. Xxxx /s/ E. T. Xxxxxxxx III
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Xxxxxxx X. Xxxx
Chairman and Chief Executive Officer
