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EXHIBIT 10(j)
CONSULTING AGREEMENT BETWEEN LACLEDE STEEL COMPANY
AND ARGUS MANAGEMENT CORPORATION AND XXXXXX X. XXXX, XX. FOR
THE SERVICES OF XXXXXX X. XXXX, XX.
This Consulting Agreement is made as of November 23, 1998 by
and between LACLEDE STEEL COMPANY, a Delaware corporation (the "Company") ARGUS
MANAGEMENT CORPORATION, a Massachusetts corporation (the "Consultant"), and with
respect to Paragraphs 6,7,8,9, 10, 11 and 12 XXXXXX X. XXXX, XX., a resident of
Massachusetts ("Brew").
WHEREAS, the Consultant previously contracted with the Company
to provide consulting services by supplying Brew to serve as President and Chief
Executive Officer of the Company at the rate of Three Hundred Dollars ($300) per
hour plus expenses incurred:
WHEREAS, the Consultant and the Company now wish to modify
such agreement by changing compensation to the Consultant to a weekly rate of
Twelve Thousand Dollars ($12,000) plus expenses incurred:
WHEREAS, Consultant is willing to continue to provide Brew's
services to the Company on the terms and conditions hereinafter set forth:
WHEREAS, Brew is willing to act as the Company's President and
Chief Executive Officer and to be bound by the provisions of Paragraphs
6,7,8,9,10,11 and 12 hereof:
NOW, THEREFORE, in consideration of the mutual terms and
conditions hereof, the Company, the Consultant and to extent set forth herein
Brew hereby agree as follows:
1. Scope of Work. The Company hereby hires Consultant and the
Consultant in connection with such employment hereby agrees provide Brew to act
as the President and Chief Executive Officer of the Company, and if requested by
the Company, as an officer and director of the Company's subsidiaries, upon the
terms and conditions of this Agreement.
2. Services.
a. The Consultant, acting through Brew, shall carry
out those duties traditionally performed by the president and
chief executive officer of a public steel manufacturing and
fabricating company. These duties shall include, without
limitation, principal responsibility for the operation of the
Company's businesses. Brew shall report to the Board of
Directors. Consultant, both acting through Brew and otherwise,
shall act as a fiduciary and in good faith, deal fairly with
the Company, avoid self dealing, and keep all Company matters
strictly confidential.
b. Should the Company enter into a statutory
reorganization during
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the term of this Agreement the Consultant, acting through
Brew, shall manage the reorganization process in a manner to
protect the Company and its assets and to reorganize the
Company expeditiously.
c. This Agreement requires the Consultant to
make Brew available to the Company and is the nature of a
personal services contract for Brew's services for the benefit
of the Company.
3. Term. This Agreement shall be for a period of one (1) year,
provided, that either party may terminate this Agreement with or without cause
by giving four (4) weeks prior written notice to the other parties at the
addresses and in the manner set forth in Paragraph 11 hereof. In addition, this
Agreement shall terminate immediately upon the Consultant's inability to provide
Brew to perform the services set forth in Paragraph 2 hereof. This Agreement may
be renewed for any number of successive one (1) year terms.
4. Fee. As payment for services rendered under this Agreement,
the Consultant shall receive a weekly fee of Twelve Thousand Dollars ($12,000)
commencing November 23, 1998, payable weekly during the term of this Agreement.
Consultant is responsible for all tax payments related thereto. Consultant shall
be responsible for all payments to Brew; provided that Brew acknowledges and
represents that for the purposes of this Agreement that such payments are
adequate consideration to Brew to support Brew's contractual obligations
hereunder.
5. Reimbursement of Expenses. Subject to such rules and
procedures as from time to time are specified by the Company, the Company shall
reimburse the Consultant for Brew's weekly travel expenses to and from Brew's
home in Boston, Massachusetts to St. Louis, Missouri for Brew's reasonable
housing expenses while in St. Louis, Missouri and Brew's use of an automobile.
6. Confidentiality/Trade Secrets. Consultant and Brew
acknowledge that their position with the Company is one of the highest trust and
confidence by reason of their access to and contact with the trade secrets and
confidential and proprietary business information of the Company. Both during
the term of this Agreement and thereafter, the Consultant and Brew separately
covenant and agree as follows:
a. each shall use its and his best efforts and
exercise utmost diligence to protect and safeguard the trade
secrets and confidential and proprietary information of the
Company including but not limited to the identity of its
customers and suppliers, its arrangements with customers and
suppliers, and its technical and financial data, records,
compilations of information, processes, recipes and
specifications relating to its customers, suppliers, products
and services;
b. neither shall disclose any of such trade secrets
and confidential and proprietary information, except as may be
required in the course of performing
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services for the Company under this Agreement or by law; and
c. neither shall use, directly or indirectly, for its
or his own benefit or for the benefit of another, any of such
trade secrets and confidential and proprietary information.
All files, records, documents, drawings, specifications,
memoranda, notes, or other documents relating to the business of the Company,
whether prepared by the Consultant, Brew or otherwise coming into its or his
possession, shall be the exclusive property of the Company and shall be
delivered to the Company and not retained by the Consultant or Brew upon
termination of this Agreement for any reason whatsoever or any other time upon
request of the Company.
7. Discoveries. Brew covenants and agrees that he will fully
inform the Company of and disclose to the Company all inventions, concepts,
designs, improvements, discoveries and processes ("Discoveries") which he may
have during the term of this Agreement and which pertain or relate to the
business of the Company or to any experimental work, products, services or
processes of the Company in progress or planned for the future, whether
conceived by the Consultant or Brew alone or with others, and whether or not
conceived in conjunction with the use of any Company assets. All such
Discoveries shall be the exclusive property of the Company whether or not patent
or trademark applications are filed thereon. The Consultant and Brew shall
execute all documents and do all things necessary to vest the Company with full
and, exclusive title thereto, and protect the same Discoveries against
infringement by others.
8. Nonsolicitation. The Consultant and Brew agree that during
the term of this Agreement and for a period of one (1) year immediately
following the later of (i) any termination of this Agreement, whether voluntary
or involuntary, or (ii) the date the Company ceases to contract with either the
Consultant or Brew, neither the Consultant nor Brew will, either directly or
indirectly, for itself, himself or for any third party solicit, induce, recruit,
or cause another person in the employ of the Company to terminate his/her
employment for the purpose of joining, associating or becoming employed with any
other business or activity. The Company, the Consultant and Brew specifically
acknowledge and agree that the foregoing covenants of the Consultant and Brew
contained in Paragraphs 6, 7 and 8 are reasonable in content and scope and are
given by the Consultant and Brew for adequate consideration.
9. Remedies for Breach of Covenants of the Consultant. The
covenants set forth in Paragraphs 6, 7, and 8, of this Agreement shall continue
to be binding upon the Consultant and Brew, notwithstanding the termination of
this Agreement for any reason whatsoever. Such covenants shall be deemed and
construed as separate agreements independent of any other provisions of this
Agreement and any other agreement between the Company, the Consultant and Brew.
The existence of any claim or cause of action by the Consultant or Brew against
the Company, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Company of any or all of such
covenants. It is expressly agreed that the remedy at law for the breach of any
such covenant is inadequate and injunctive
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relief shall be available to prevent the breach or any threatened breach
thereof.
10. Arbitration of Disputes. With the exception of the
injunctive remedy available to the Company under Paragraph 9 hereof which may be
enforced in the Federal District Court for the Eastern District of Missouri or
the Missouri Circuit Court for the City of St. Louis, any dispute or claim
arising out of or relating to this Agreement shall be settled by a single
arbitrator in the City of St. Louis selected in accordance with the then current
commercial arbitration rules of the American Arbitration Association, and
judgment upon any award rendered therein may be entered in any court having
proper jurisdiction. Each party shall bear its or his full cost of any
arbitration, including the expenses and attorneys' fees incurred by it or him
related thereto and including any actions taken by it to appeal or enforce the
judgment rendered therein, regardless of the outcome of such arbitration.
11. Notices. Any notices to be given hereunder by either
party to the other may be effected either by personal delivery in writing or by
mail, registered or certified, postage prepaid, with return receipt requested.
Mailed notices shall be addressed as follows:
a. If to the Company:
LACLEDE STEEL COMPANY
00xx Xxxxx
Xxx Xxxxxxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Vice President-Finance
b. If to the Consultant:
ARGUS MANAGMENT CORPORATION
000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxxx 00000
c. If to Brew:
XXXXXX X. XXXX, XX.
00 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxxxx 00000
Either party may change its address for notice by giving notice in accordance
with the terms of this Paragraph 11.
12. General Provisions.
a. Independent Contractor. Both Consultant and Brew
are independent contractors with respect to services performed
under this Agreement and neither shall be deemed to be agents
or employees of the Company.
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b. Law Governing. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Missouri.
c. Invalid Provisions. If any provision of this
Agreement is held to be illegal, invalid, or unenforceable,
such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid,
or unenforceable provision had never comprised a part hereof;
and the remaining provisions hereof shall remain in full force
and effect and shall not be affected by the illegal, invalid,
or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid, or
unenforceable provision there shall be added automatically as
a part of this Agreement a provision as similar in terms to
such illegal, invalid, or unenforceable provision as may be
possible and still be legal, valid or enforceable.
d. Entire Agreement. This Agreement sets forth the
entire understanding of the parties and supersedes all prior
agreements or understandings, whether written or oral, with
respect to the subject matter hereof. No terms, conditions,
warranties, other than those contained herein, and no
amendments or modifications hereto shall be binding unless
made in writing and signed by the parties hereto.
e. Binding Effect. This Agreement shall extend to and
be binding upon and inure to the benefit of the parties
hereto, their respective heirs, representatives, successors
and assigns. This Agreement may not be assigned by the
Consultant.
f. Waiver. The waiver by either party hereto of a
breach of any term or provision of this Agreement shall not
operate or be construed as a waiver of a subsequent breach of
the same provision by any party or of the breach of any other
term or provision of this Agreement.
g. Titles. Titles of the paragraphs herein are used
solely for convenience and shall not be used for
interpretation or construing any word, clause, paragraph, or
provision of this Agreement.
h. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original, but which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the Company and the Consultant have
executed this Agreement as of the date and year first above
written.
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THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY
THE PARTIES.
CONSULTANT: COMPANY
ARGUS MANAGEMENT CORPORATION LACLEDE STEEL COMPANY
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Title: President Title: Vice President-Finance
This Agreement is entered into by Xxxxxx X. Xxxx Xx. only with respect to
Paragraphs 6, 7, 8, 9, 10, 11 and 12.
BREW
/s/ Xxxxxx X. Xxxx Xx.
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Xxxxxx X. Xxxx, Xx.
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