CONSULTING AGREEMENT
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THIS AGREEMENT, made as of the 1st day of June, 2005, by and between
Kellwood Company, a Delaware corporation (hereinafter called the "Company"), and
Xxx X. Xxxxx (hereinafter called "Consultant"),
WITNESSETH:
WHEREAS, Consultant has heretofore been the Chairman, President and Chief
Executive Officer of the Company; and
WHEREAS, The Company desires to assure the continuation of Consultant's
services to the Company in a consultant capacity, to obtain the benefit of his
17 years of experience in the Company as an executive officer.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereby agree as follows:
1. Duties. The Company hereby engages Consultant, and Consultant hereby
agrees to serve the Company in an advisory and consultative capacity concerning
the business and operations of the Company. Consultant's primary interaction
with the Company shall be through the office of the Chief Executive Officer.
Consultant's primary duties are outlined below:
A. Mergers and Acquisitions
1) Assist in the development and execution of the M&A strategy.
o Identification of targets consistent with strategy.
o Share competitive intelligence.
o In person or telephonic participation in regularly scheduled
acquisition activities update meetings.
2) Participate in high level due diligence.
o Meet with the principals of target company.
o Assist in negotiation of deals.
B. Financial
o Advise on balance sheet issues:
Restructurings, Debt Offerings, Stock Offerings, Stock
Buybacks, Dividend Policy, etc.
o Review and advise on materials to be used with the
investment community.
o Review and advise on proposals from investment bankers.
C. Operating Issues
o Advise on possible division/subsidiary restructurings.
o Advise/mentor division presidents on special situations,
such as positioning a "tuck-in" acquisition within a
division.
D. Mentoring
o Serve as executive coach to new CEO.
Consultant shall be available to devote his time and efforts in advisory and
consultative capacities to the Company by such methods and at such times and
places as mutually agreed upon.
2. Offices. Consultant shall be provided an office at the Company's
headquarters both in St. Louis and New York, with customary secretarial help,
computer, blackberry and telephone services and support, and a leased auto,
comparable to his current auto, including insurance.
3. Term. The term of this Agreement shall be a period of three years
beginning on February 1, 2006, except that:
(a) The Company may terminate this Agreement at any time for cause,
upon written notice to Consultant, in which event this Agreement shall
terminate except for the provisions of Section 5 hereof, which shall
survive such termination. For purposes hereof, "cause" shall mean either
fraud, dishonesty or conduct materially injurious to the Company by
Consultant in connection with his activities with the Company, or violation
by Consultant of the terms of this Agreement.
(b) This Agreement shall automatically terminate upon the death or
permanent and total disability of Consultant.
(c) Consultant may terminate this Agreement at any time upon written
notice to the Company, in which event this Agreement shall terminate except
for the provisions of Section 5 hereof, which shall survive such
termination.
4. Compensation. For his services hereunder, the Company shall pay to
Consultant the amount of Six Hundred Thousand Dollars ($600,000) for the first
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year of this Agreement, Five Hundred Thousand Dollars ($500,000) for the second
year, and Four Hundred Thousand Dollars ($400,000) for the third year; payable
in equal monthly installments beginning February 28, 2006, and payable at the
end of each month thereafter.
5. Covenant Not to Compete. In consideration of the premises and provisions
contained herein, Consultant hereby agrees that he will not, except in
connection with his services to the Company hereunder, engage in any business
engaged in by the Company during the term of this Agreement, and for one (1)
year thereafter, anywhere in the world. This covenant shall survive the
termination of this Agreement pursuant to Section 4 hereof and shall continue
until, and shall terminate and be of no further force and effect upon, the
expiration of one (1) year after termination hereof, unless such competing
activities are previously approved in writing by the Compensation Committee of
the Company.
6. Construction. This Agreement shall be governed by the laws of the State
of Missouri.
7. Assignment. This Agreement is based upon the personal services of
Consultant, and the rights and obligations of Consultant hereunder shall not be
assignable. The rights and obligations of the Company under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of
the Company.
8. Non-Disclosure. In view of the foregoing, Consultant agrees that he will
not, during the term of this Agreement or after its termination, directly or
indirectly, divulge, publish, disclose or otherwise reveal any trade secrets or
other information about the Company, its business, products, methods, suppliers
or customers acquired by him or disclosed to him during his employment with the
Company or his association with the Company under this Agreement, to any person,
firm, corporation, association or other entity for any reason or purpose
whatsoever without the prior written consent of the Company so long as such
information shall not have been generally disseminated to the public.
9. Independent Contractor. In rendering the services contemplated by this
Agreement, Consultant is acting as an independent contractor and not an employee
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or agent of the Company and has no authority to and shall not in any way attempt
to obligate or create any liability on behalf of the Company.
10. Notices. Any notice, request or other communication to be given by any
party hereunder shall be sufficient if in writing and hand delivered to the
Secretary of the Company or to the Consultant or faxed thereto and effective
upon receipt thereof.
11. Waiver. Items, sections or parts of this Agreement can be subsequently
waived only by a signed written agreement between duly authorized personnel of
the two parties.
12. Entire Agreement. This instrument supersedes all prior understandings
and agreements of the parties and contains the entire agreement of the parties
and may not be changed except by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification or extension is
sought.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above written.
CONSULTANT: THE COMPANY:
/s/ Xxx X. Xxxxx /s/ Xxxxxx X. Page
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Xxx X. Xxxxx Xxxxxx X. Page
Chair of the Compensation
Committee of the Company.
Attest: __________________
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