Exhibit 10 (m)
CONSULTING AGREEMENT
This Agreement (this "Agreement") is entered into as
of November 21, 1996, by and between Xxxxx & Minor, Inc., a
Virginia corporation ("Company") and Xxxxxx X. Xxxxxxxx,
III, an individual, having his principal residence at Green
Bank Farm, Montpelier, Virginia ("Consultant").
The parties hereto agree as follows:
1. Engagement. Company hereby engages Consultant and
Consultant hereby agrees to hold himself available to
render, and to render at the request of Company, independent
consulting services for Company and its affiliates, to the
best of his ability, upon the terms and conditions
hereinafter set forth.
2. Term. The term of this Agreement shall begin on
January 1, 1997 and shall terminate on April 30, 1999;
provided, however, that in the event of death, disability,
or other incapacity resulting in the inability of Consultant
to perform the duties set forth herein, this Agreement may
be terminated and all compensation due hereunder shall cease
as of the date of death, disability or other incapacity.
3. Compensation. As compensation for all services
rendered by Consultant under this Agreement, Company shall
pay consultant the following sums:
(a) During the term of this Agreement Company
shall pay to Consultant each month, the sum of Seven
Thousand Nine Hundred Twenty-Six and 33/100ths Dollars
($7,926.33) per month, which shall be paid on the 15th
day of each calendar month.
All such compensation shall be payable without
deduction, including no deduction for federal income,
social security, or state income tax.
4. Duties. Consultant shall hold himself available to
render, and shall render at the request of Company from time
to time, consulting services for the Company, including,
without limitation, advice and assistance on the following:
(a) the development of a new Company office
building;
(b) marketing or investment opportunities in
the international market;
(c) acquisition opportunities for which, if
successful, Company will pay to Consultant a finders
fee to be negotiated;
(d) strategic planning and other services for
the Strategic Planning Committee and
Board of Directors.
(e) such other projects as may be mutually
agreed upon by the Consultant and the
Company.
Consultant shall render such services conscientiously
and shall devote his best efforts and abilities thereto, at such
times during the term hereof, and in such manner, as Company and
Consultant shall mutually agree, it being acknowledged that
Consultant's services shall be non-exclusive and performed at such
places and at such times as are reasonably convenient to Consultant.
Consultant shall observe all policies and directives promulgated
from time to time by Company's Board of Directors or Officers.
5. Expenses.
(a) In conformity with the Company's travel
policy, as it may be amended from time to time,
Consultant shall be reimbursed by Company for
reasonable business expenses which are deductible by
Company for U.S. Federal income tax purposes and which
were incurred by consultant during the performance of
his services hereunder; provided, any such
reimbursement in excess of $100.00 in any month,
shall require Company's prior written approval.
Company's obligation to reimburse Consultant pursuant
to this subparagraph shall be subject to the
presentation to Company by Consultant of an itemized
account of such expenditures, together with supporting
vouchers, in accordance with Company's policies as in
effect from time to time.
(b) Company shall also reimburse Consultant
for the cost of COBRA premiums for medical insurance
covering Consultant during the term hereof.
6. Independent Contractor. It is expressly agreed that
Consultant is acting as an independent contractor in
performing his services hereunder. Company shall carry no
Workmen's Compensation insurance or any health or accident
insurance to cover Consultant. Company shall not pay any
contributions to Social Security, unemployment insurance,
federal or state withholding taxes, nor provide any other
contributions or benefits which might be expected in an
employer-employee relationship.
7. Disclosure of Information. Consultant shall not
disclose or appropriate to his own use, or to the use of any
third party, at any time during or subsequent to the term of
this Agreement, any secret or confidential information of
Company or any of Company's affiliates or subsidiaries of
which Consultant has been or hereafter becomes informed,
whether or not developed by Consultant, including, but not
limited to, information pertaining to customer lists,
services, methods, processes, prices, profits, contract
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terms or operation procedures, except as required in
connection with Consultant's performance of this Agreement,
or as required by a governmental authority. Company shall
have the right to obtain injunctive relief, without bond,
for violation of the terms of this paragraph and the terms
of this paragraph shall survive the term of this Agreement.
8. Non-competition. Without the prior written consent of
the Company, Consultant agrees that he will not during the
term of this Agreement engage in, or work or consult for,
any business that is in competition with the business of the
Company. For the purposes of this paragraph, "the business
of the Company" shall mean the distribution of health care
supplies and services to providers.
9. Assignment. This Agreement is a personal one, being
entered into in reliance upon and in consideration of the
singular personal skill and qualifications of Consultant.
Consultant shall therefore not voluntarily or by operation
of law assign or otherwise transfer the obligations incurred
on his part pursuant to the terms of this Agreement without
the prior written consent of Company. Any attempted
assignment or transfer by Consultant of his obligation
without such consent shall be wholly void.
10. Modification of Agreement. This Agreement may be
modified by the parties hereto only by a written
supplemental agreement executed by both parties.
11. Notice. Any notice required or permitted to be given
hereunder shall be sufficient if in writing, and if sent by
registered or certified mail, postage prepaid, addressed as
follows:
If Company:
Xxxxx & Minor, Inc.
0000 Xxx Xxxx
Xxxx Xxxxx, Xxxxxxxx 00000
Attention: X. Xxxxxx Minor, III
If to Consultant:
Xxxxxx X. Xxxxxxxx, III
Green Bank Farm
Montpelier, Virginia 23192
or to such other address as the parties hereto may
specify, in writing, from time to time.
12. Waiver of Breach. The waiver by either party of any
breach of any provision of this Agreement shall not operate
or be construed as a waiver of any subsequent breach.
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13. Titles. The titles of the Sections herein are for
convenience of reference only and are not to be considered
in construing this Agreement.
14. Governing Law. This Agreement has been executed and
delivered in the State of Virginia, and its interpretation,
validity and performance shall be construed and enforced in
accordance with the laws of such State.
15. Entire Agreement. This agreement contains the entire
contract of the parties with respect to the subject matter
hereof and supercedes all agreements and understandings
between the parties concerning the subject matter hereof.
Executed as of the date first above written.
Signatures of the parties
Xxxxx & Minor, Inc.
By____________________________
its____________________________ ______________________
Xxxxxx X. Xxxxxxxx, III
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