EXHIBIT 10
CONSULTING AGREEMENT
___________________________
This consulting agreement (hereinafter referred to as
"Agreement") is entered into as of the 1st day of May, 2000, by
and between Xxxxxx X. Xxxxxxxxxxxxx (hereinafter referred to as
"Consultant") and The Timken Company (hereinafter referred to as
"Company"), a corporation organized and existing under the laws
of the State of Ohio.
WHEREAS, Consultant has been employed for many years as an
officer of the Company and has acquired extensive experience and
developed important relationships which the Company wishes to
utilize by retaining Consultant to perform certain services as
described herein; and
WHEREAS, Consultant will resign as an officer and retire as an
employee on April 30, 2000, under the Company's retirement
program.
NOW, THEREFORE, in consideration of the mutual promises and
covenants, it is hereby agreed by and between the parties as
follows:
1. In consideration of Consultant's services as hereinafter
described, the Company agrees to pay Consultant a retainer at the
rate of $50,000 per year to be paid quarterly on the last day of
each calendar quarter beginning June 30, 2000. The amount of the
first payment shall reflect that this agreement was in effect for
only two months of the quarter.
2. The services to be performed by Consultant shall consist of
the following: (1) provide counsel and advice to the Company on
various matters from time to time as requested by the Chairman
and CEO, the President and Chief Operating Officer or the Senior
Vice President - Technology of the Company; (2) provide advice
regarding the Company's use of technology and intellectual
property and the Company's strategy relating thereto, including
the Company's ongoing "technology stream" work; (3) continue his
relationships with universities, customers and others in the
bearing and steel industries and assist in developing
relationships between those entities and the Senior Vice
President - Technology or other appropriate officers of the
Company; and (4) provide similar services to support the
interests of the Company from time to time as requested by the
Chairman and CEO, the President and Chief Operating Officer or
the Senior Vice President - Technology of the Company.
3. It is anticipated that Consultant will devote the equivalent
of approximately 1-2 days per month to the performance of the
services described above. The days on which Consultant will
perform services under this Agreement, and the number of hours
devoted to the performance of such services on any given day,
will be determined by Consultant in his sole discretion.
4. The Company will reimburse Consultant for all reasonable and
necessary expenses incurred in the performance of the services
described in this Agreement.
5. Consultant agrees that he shall treat confidentially any
material, non-public information, trade secrets, or proprietary
data of the Company that he obtains during the course of
performing his services under this Agreement.
6. Consultant agrees that, during the term of this Agreement
and for three years after the termination of this Agreement, he
shall not provide services to any third party that is a direct
competitor of the Company. Subject to the foregoing, Consultant
may provide consulting or other services to other parties during
the term of this Agreement and at anytime thereafter.
7. It is agreed that Consultant shall render his services as an
independent contractor and that no relationship of employer-
employee shall result from the execution of this Agreement or
from the performance of any services hereunder. Consultant shall
have no authority to initial or sign contracts or otherwise to
take any action that would create any legally-binding obligation
on the part of the Company or any of its subsidiaries or
affiliates, and shall at all times avoid any action or statement
that would in any way represent himself or hold himself out as an
agent or employee of the Company or any of its subsidiaries or
affiliates.
8. Consultant shall have the right to determine when, where,
how and in what manner he will perform the services under this
Agreement. It is understood that as an independent contractor,
Consultant is not under the direction or control of the Company
when rendering the services requested of him under this Agreement
and is expected to exercise independent judgment when providing
services under this Agreement. Moreover, Consultant shall not be
entitled to any Company benefits as a result of performing
services under this Agreement, and the Company shall not pay or
withhold any federal, state, or local income tax or payroll tax
of any kind on behalf of the Consultant.
9. This Agreement shall be for a term of one year, terminating
on April 30, 2001, provided, however, that either party may
cancel and terminate this Agreement at any time by giving a
thirty-day written notice to the other party of its the desire to
do so. Moreover, this Agreement will terminate immediately if
Consultant dies, becomes permanently disabled, or breaches any
material term of this Agreement. If this Agreement is terminated
prior to April 30, 2001, the quarterly payment to which
Consultant would otherwise be entitled will be pro-rated based on
the number of days the Agreement was in effect during the quarter
in which the Agreement was terminated. The provisions of
Paragraphs 5 and 6 hereof shall continue in full force and effect
notwithstanding the termination of this Agreement.
10. This Agreement constitutes the entire agreement between the
parties relative to the services referred to herein and
supersedes all previous negotiations and understandings, oral or
written, relative to such services. Notwithstanding the
foregoing, nothing contained herein shall affect or adversely
impact any compensation or benefits to which Consultant is
entitled as a result of his employment by the Company prior to
April 30, 2000, and his retirement on said date.
11. This Agreement shall be construed, interpreted and applied,
and the legal relationship created herein shall be determined, in
accordance with the laws of the State of Ohio.
In witness whereof, the parties have executed this Agreement as
of the date first above written.
THE TIMKEN COMPANY
By: ________________________________
________________________________
(Title)
________________________________
Xxxxxx X. Xxxxxxxxxxxxx
