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EX 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is made as of the 31st day of March, 1999, by and between
IDEX CORPORATION, a Delaware corporation having its executive offices at 000
Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 ("Company") and XXXXXX X.
XXXXX, an individual residing at 0000 X. Xxxxxxxx Xxxx, Xxxx Xxxxxx, Xxxxxxxx
60045(the "Consultant").
INTRODUCTORY STATEMENT.
Prior to April 1, 1999, the Consultant is serving as Chairman and Chief
Executive Officer of the Company. Effective as of April 1, 1999 Consultant will
no longer serve as Chief Executive Officer of the Company. Consultant has
acquired during his employment valuable knowledge regarding the business,
management and operations of the Company, including skills related to major
transactions engaged in by the Company, and the Company desires to have
Consultant provide consulting services subsequent to his retirement from
employment with the Company. Company has agreed to engage the Consultant to
provide certain services to the Company, and the Consultant has agreed to be so
engaged by Company, upon the terms and conditions set forth in this Agreement.
Therefore, in consideration of the mutual covenants and agreements contained in
this Agreement, Company and the Consultant agree as follows:
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1. ENGAGEMENT; TERM.
Subject to the terms and conditions set forth in this Agreement, Company
hereby agrees to engage the Consultant, and the Consultant hereby accepts such
engagement, for the period beginning on April 1, 1999, and continuing for a
period ending on March 31, 2001. Company and Consultant do hereby acknowledge
that the relationship between Company and Consultant shall be that of an
independent contractor and that Consultant shall not be treated as an employee
for any purpose.
2. DUTIES.
The Consultant shall provide consulting services to Company concerning the
operations and business of the Company as may be reasonably requested from time
to time by the Company's Chief Executive Officer or Board of Directors. The
Consultant's work schedule and location to perform such duties shall be
established by mutual agreement of the parties, provided, however, that
Consultant shall not be required to perform the services exclusively at the
Company's executive offices and he may, at his discretion, perform the services
from any personal residence that he may from time to time maintain. If there
shall be a change of control, as defined in the Employment Agreement by and
between Company and Consultant as in effect on March 31, 1999, then Consultant
shall not be required to perform services under this Agreement
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more frequently than one day per month.
3. COMPENSATION. In consideration of the performance of the consulting
services hereunder, the Consultant shall receive the following:
(a) Company shall pay to the Consultant the sum of $700,000.00 to be paid
in twenty-four (24) monthly payments in the amount of $29,166.67 commencing on
the first day of April, 1999 with the final payment to be made on the first day
of March, 2001. If Consultant becomes disabled or is otherwise unable to perform
the services under this Agreement, all payments as due under this Agreement will
be paid to Consultant or to the guardian of him or his property, if one is
appointed. If Consultant dies prior to receipt of all payments under this
Agreement, the amount remaining to be paid will be paid in a single lump sum
payment, within 30 days of his death, to his spouse, if surviving, or to his
estate if she does not survive him.
(b) During the term of this Agreement, Company shall provide and make
available to the Consultant reasonable office space and secretarial and other
related support services for the Consultant's use at the Company's principal
offices.
4. REIMBURSEMENT FOR EXPENSES.
The Company shall reimburse the Consultant for expenses (including, without
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limitation, travel, including without limitation, travel from any personal
residence Consultant may maintain to the Company's executive offices in
Northbrook, Illinois, or other agreed upon worksite, and accommodations, at the
level, class and manner provided to him immediately prior to his retirement as
Chief Executive Officer) which the Consultant may from time to time reasonably
incur on behalf of, and at the request of, the Company in the performance of his
responsibilities and duties under this Agreement; provided, however, that the
Consultant shall be required to account to Company for such expenses in the
manner prescribed by Company. In determining expenses reasonably incurred in the
performance of his duties, the Consultant shall be reimbursed consistent with
the Company's policy on reimbursement as it applied to him at the time
immediately prior to the time he retired from employment as Chief Executive
Officer of the Company.
5. POST-CONSULTING RESTRICTIONS.
During the term of this Agreement, Consultant agrees that he will not,
directly or indirectly, individually or on behalf of any other person, (a) sell
or attempt to sell any products or services competitive with the products or
services of any member of the IDEX Companies, as hereafter defined, to any
customer to whom such member of the IDEX Companies sold or attempted to sell
products or services at any time during the previous two (2) years or (b)
suggest, advise or attempt to persuade any such customer to limit or discontinue
its business with any member of the IDEX Companies.
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Consultant further agrees that during the term of this Agreement, he will not,
directly or indirectly, individually or on behalf of any other person, (a)
solicit for employment any employee of the IDEX Companies, (b) influence or seek
to influence any employee of the IDEX Companies to leave such employment, (c)
contact any employee of the IDEX Companies to leave such employment or (d)
contact any employee of the IDEX Companies for any purpose which violates or
would violate any of the terms of this Agreement.
For purposes of this Section 5, the term "IDEX Companies" means (i) IDEX
Corporation (ii) each of its affiliates (as defined under the Securities Act of
1933, as amended) determined as of April 1, 1999 and (iii) any other entity
which becomes an affiliate of IDEX Corporation after April 1, 1999 and with
respect to which Consultant provides services such that he obtains information
as to the operations or business of such entity which would be deemed
confidential or proprietary.
Notwithstanding any other provision of this Section 5, Consultant is
expressly permitted to continue to hold all positions as a member of all boards
of directors which he holds as of March 31, 1999, or to become a member of any
other board of directors (provided that the additional board memberships would
not violate the preceding paragraphs of this section 5).
If any provision of this Section 5 is found to be unreasonable by a court
of competent jurisdiction, such court may modify the provision so as to make it
reasonable and
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enforceable. Consultant acknowledges that any breach of this Section 5 could
result in irreparable injury for which there would be no adequate remedy at law.
Therefore, Consultant acknowledges and consents that the IDEX Companies shall
have the right to seek and obtain, in addition to other remedies available under
law, an injunction to enforce the obligations under this Section 5.
6. FAILURE, DELAY OR WAIVER.
No course of action or failure to act by Company or the Consultant shall
constitute a waiver by such party of any right or remedy under this Agreement,
and no waiver by either party of any right or remedy under this Agreement shall
be effective unless made in writing.
7. SEVERABILITY.
Whenever possible, each provision of this Agreement shall be interpreted in
such a manner as to be enforceable under applicable law. However, if any
provision of this Agreement shall be deemed unenforceable under applicable law
by a court having jurisdiction, such provision shall be unenforceable only to
the extent necessary to make it enforceable without invalidating the remainder
thereof or any of the remaining provisions of this Agreement.
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8. NOTICE.
All notices and other communications given pursuant to this Agreement shall
be deemed to have been properly given if hand delivered or mailed, addressed to
the appropriate party at the address of such party as shown at the beginning of
this Agreement, postage prepaid, by certified or registered mail, return receipt
requested. A copy of any notice sent to the Consultant pursuant to this Section
shall also be sent to Xxxxxxx, Xxxx, Xxxxxxx, Xxxxx & Goodyear, LLP, 0000 Xxx X
& X Xxxxx, Xxxxxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxx, Esq. and
Xxxxxxx X. Xxxxxx, Esq., and a copy of any notices sent to the Company shall
also be sent to IDEX Corporation, Attention: President Any party may from time
to time designate by written notice given in accordance with the provisions of
this Section any other address or party to which such notice or communication or
copies thereof shall be sent.
9. MISCELLANEOUS.
This Agreement (a) may not be amended, modified or terminated
orally or by any course of conduct pursued by Company or the Consultant, but may
be amended, modified or terminated only by a written agreement duly executed by
Company and the Consultant, (b) is binding upon and shall inure to the benefit
of Company and the Consultant and each of their respective heirs,
representatives, successors and assignees, and, except for an assignment to an
entity which is wholly owned by Consultant, the Consultant may not assign any of
his obligations
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pursuant to this Agreement without the prior written consent of Company, (c)
constitutes the entire agreement between Company and the Consultant with respect
to the subject matter of this Agreement, and supersedes all oral and written
proposals, representations, understandings and agreements previously made or
existing with respect to such subject matter, (d) except as otherwise provided,
shall be governed by, and interpreted and construed in accordance with, the laws
of the State of Illinois without regard to principles of conflicts of law and
(e) any action to enforce or interpret the terms of this Agreement shall take
place within the State of Illinois.
The payments under this Agreement are in addition to, and shall not reduce
or set off, any amounts or benefits to be provided to Consultant with respect to
his prior employment with the Company. The payment of any payment or benefit
under this Agreement will not be reduced by offset against any amount claimed to
be owed by consultant to Company.
In the event the Consultant and the Company shall disagree as to their
respective rights and obligations under this Agreement, and the Consultant is
successful in establishing, privately or otherwise, that his position is
substantially correct, or that the Company's position is substantially incorrect
or unreasonable, or in the event the disagreement is resolved by settlement, the
Company shall pay to Consultant (or directly to Consultant's counsel, as
Consultant may direct) all costs and expenses, including counsel fees and
disbursements, which the Consultant may incur in connection therewith.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
IDEX CORPORATION
By
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Xxxxx X. Xxxxxx, President
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Xxxxxx X. Xxxxx
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