Exhibit 10(z)(z)
AGREEMENT FOR CONSULTING SERVICES
This Agreement is made and entered into this 25th day of January, 1999,
between XXXXX X. XXXXXX, XX. (hereinafter referred to as "Consultant"), and
ROANOKE GAS COMPANY (hereinafter referred to as "Company"), pursuant to
authorization by the Company's Board of Directors (hereinafter referred to as
"Board"), to become effective February 1, 1999.
Introductory
Consultant previously has served the Company as its chief executive for
over seven years and the gas industry for approximately thirty-five years. As a
result of this experience, Consultant has acquired familiarity with and
expertise in every phase of the Company's business, including those engaged in
by its various divisions and subsidiaries. Furthermore, as a result of
Consultant's activities in regional and national industry organizations,
Consultant is extremely knowledgeable in the areas of short-, medium- and
long-term industry technological and economic developments and trends. Company
therefore desires to retain for itself the availability of Consultant's
knowledge and experience. It is therefore agreed between Company and Consultant
as follows:
1. TERM: Consultant's term of engagement under this Agreement shall
commence on February 1, 1999, and terminate on January 31, 2000.
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2. POSITION, AUTHORITY, AND DUTIES: It is contemplated that during the
term of this Agreement, Consultant shall have and exercise such authority and
discharge such duties and responsibilities in connection with the business of
the Company as may be assigned to him by the Board or the Company's CEO.
3. TIME TO BE DEVOTED TO COMPANY'S ACTIVITIES: Consultant agrees to
devote such time to Company's business as may be reasonably required to carry
out the duties and responsibilities assigned to him by the Board or the
Company's CEO.
4. PROVISION OF SUPPORT FACILITIES AND SERVICES AND REIMBURSEMENT
OF BUSINESS-RELATED EXPENSES:
Company will furnish Consultant office space and secretarial assistance,
a Company- owned vehicle, and will reimburse Consultant for business-related
expenses associated with the services rendered under this Agreement and
specifically will reimburse Consultant for business-related expenses associated
with his serving as immediate past president on the American Gas Association's
(AGA) Small Company Council. Company will also pay the dues and expenses related
to Consultant's continued participation in local clubs and industry
organizations and activities.
5. COMPENSATION AND LIFE AND HEALTH INSURANCE BENEFITS:
Company will pay the Consultant as compensation for his performance of
specifically assigned duties at an hourly rate of $70.00, payable monthly.
Consultant will receive this
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compensation for specified assigned services in addition to the normal fees for
serving as a member of the Board of Directors. Services performed while acting
as a member of the AGA Small Company Council shall not be considered billable
hours for compensation by the Company.
6. CONFLICT OF INTEREST: During the term of this Agreement, Consultant
will not accept engagements for compensation by any party that is in competition
or could reasonably expect to be in competition with the Company. Consultant
will further be bound by the provision of his NonCompete Agreement as executed
on September 6, 1995 during his employment prior to retirement.
7. CONSULTANT NOT TO BE EMPLOYEE: Notwithstanding any of the provisions
of this Agreement, Consultant has retired as an employed officer of the Company
as of January 31, 1998, and thereupon assumed the status of a retired employee
for the purposes of Company's life and accidental death and dismemberment
insurance, and Company's retirement, group health, disability and other Company
plan.
8. TERMINATION: This Agreement shall terminate upon the earlier to occur
of death of Consultant or the 31st of January, 2000.
This Agreement and all compensation due Consultant shall further
terminate upon the first to occur of the following: (i) the disability of the
Consultant which renders him unable to provide services as contemplated
hereunder; (ii) just cause.
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9. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the
heirs, legatees, executors and administrators of Consultant, and upon the
successors and assigns (including any person or entity that acquires assets of
the Company having a value in excess of fifty percent (50%) of the total value
of Company's assets) of Company.
Executed by direction of the Board of Directors this 25th day of January
1999, to be effective February 1, 2000.
By:s/Xxxxx X. Xxxxxx, Xx. (SEAL)
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Consultant
By:s/Xxxx X. Xxxxxxxxxx, III (SEAL)
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Company
ATTEST:
s/Xxxxx X. Xxxxxxxxxxx
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Secretary
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