1
Exhibit 10.8
CONSULTING AGREEMENT
--------------------
This Agreement made effective as of the close of business on the 26th day of
January, 2001, by and between Corrpro Companies, Inc., ("Corrpro") and Xxxx X.
Xxxxxxx, an individual ("Consultant").
WITNESSETH:
-----------
WHEREAS, Consultant served as Chief Financial Officer of Corrpro and possess
certain expertise in finance, accounting, and other areas relevant to Corrpro's
business;
WHEREAS, pursuant to the employment agreement between Corrpro and Consultant,
Consultant agreed to provide consulting services for a period of six months from
the termination of Consultant's employment;
WHEREAS, Consultant's employment with Corrpro terminated as of the close of
business on January 26, 2001;
WHEREAS, Corrpro and Consultant wish to enter into this agreement, which
together with the terms and conditions contained in the employment agreement
that survive termination of that agreement, set forth the basis on which
Consultant agrees to provide consulting services;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein set forth, the parties hereby agree as follows:
1. CONSULTING SERVICES TO BE PROVIDED.
Consultant agrees to provide the Company and its designated agents,
advisors, and executives with such consultation as the Company may
reasonably require up to a maximum of twenty (20) hours per week. The
Company shall endeavor to schedule such consulting so that Executive's
obligations to assist Company shall not unreasonably interfere with
Executive's business prospects or responsibilities to a new employer.
2. COMPENSATION/EXPENSE REIMBURSEMENT.
The Company shall pay Executive an hourly rate of one hundred fifty
dollars $150.00 per hour and reimburse Executive for all reasonable
expenses and out-of-pocket costs incurred in connection with fulfilling
his obligations under Section 1. These sums are payable monthly upon
the presentation of an invoice detailing the services rendered.
Consultant understands and agrees that Consultant is solely responsible
for the payment and withholding of all taxes, Federal, State or Local.
3. EXISTING STOCK OPTIONS
The stock options previously granted by the Company to Consultant as of
January 26, 2001 shall remain outstanding and continue to vest in
accordance with applicable option agreements until the expiration of
this agreement, including any renewals hereof. Such stock options are
set forth on Exhibit A.
2
4. INDEPENDENT CONTRACTOR STATUS
Consultant's status under this Agreement shall be that of an independent
contractor, and this Agreement does not constitute, nor shall be
construed as constituting, Consultant as employee, agent or legal
representative of Corrpro for any purpose whatsoever. Consultant shall
be responsible for Consultant's own Workers' Compensation coverage and
all other required insurance. Consultant shall not by reason of this
Agreement be entitled to participation in, or receipt of, any benefits
under any Corrpro employee benefit plan or other program. This agreement
shall not limit the rights of Consultant to any benefits with respect to
Consultant's position as a director of the Company.
5. CONFIDENTIAL INFORMATION/COMPETITIVE ACTIVITY/INTELLECTUAL PROPERTY
(a) Consultant's obligations with resect to confidential
information, competitive activity, and intellectual property
will continue to be governed by the applicable provisions of
the Employment Agreement which have survived its termination.
6. TERM/BREACH.
6. This Agreement shall be effective January 26, 2001 and shall
continue in effect until July 26, 2001.
6.2 This Agreement shall automatically renew for successive six
months period unless either party provides written notice to
the other, at least 30 days prior to the next expiration date
of this Agreement, of such party's desire not to renew this
Agreement.
7. NOTICES
Any action, request, designation, approval, opinion, consent or other
communication required hereunder shall be in writing and shall be sent
by Certified Mail or overnight courier with a record of receipt
addressed:
a) If to Corrpro:
Corrpro Companies, Inc.
0000 Xxxxxxxxxx Xx.
Xxxxxx, Xxxx 00000
ATTN: President
b) If to the Consultant:
Xxxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx Xxxxx, Xxxx 00000
or to such other address as each party shall specify in writing.
8. HEADINGS
3
The headings of the paragraphs of this Agreement are for convenience of
reference only and shall have not substantive effect upon the
provisions of this Agreement.
9. ASSIGNMENT.
This Agreement is personal in its nature and neither of the parties
hereto shall, without the written consent of the other, assign or
transfer the Agreement or any rights or obligations hereunder; PROVIDED
THAT, Corrpro may assign to, and this Agreement shall be binding upon
and insure to the benefit of, a successor corporation in the event of a
merger, consolidation or transfer or sale of all or substantially all
of the assets of Corrpro. In the event of any such assignment, the
parties shall remain liable for all of their obligations set forth
herein.
10. CONTROLLING LAW.
This Agreement and the relations between the parties hereto shall be
governed by and construed according to the laws of the State of Ohio.
11. ENTIRE AGREEMENT.
This Agreement constitutes the full and complete understanding and
agreement of the parties respecting the matters within its scope, and
supersedes all prior understandings and agreements and may be modified
only in writing.
12. NO WAIVER.
The waiver by either party hereto of any breach of any provision of this
Agreement shall not be construed as or constituted a continuing waiver
of any other breach or provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and the year first above written.
CORRPRO COMPANIES, INC.
BY: /s/ Xxxxxx X. Xxx
--------------------------------
/s/ Xxxx X. Xxxxxxx
-------------------------------------
Xxxx X. Xxxxxxx
