EXHIBIT 10.17
CONSULTING AGREEMENT
BETWEEN
R. D. CASH
AND
QUESTAR CORPORATION
This CONSULTING AGREEMENT is entered into effective as of May 1, 2002,
between Questar Corporation, a corporation organized and existing under the laws
of the state of Utah, with its principal place of business at 000 Xxxx 000
Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, herein referred to as "the Company," and R.
D. Cash of 0000 00xx Xxxxxx, Xxxxxxx, Xxxxx 00000, herein referred to as
"Xx.Xxxx."
RECITALS
1. Mr. Cash has retired from Questar Corporation and no longer serves as
an employee of the Company, but he does continue to serve as Chairman
of the Company's Board of Directors. He has substantial knowledge of
certain areas of the Company's business and operations.
2. Due to Mr. Cash's knowledge regarding Company business and operations,
the Company has requested that he perform consulting and advisory
services on an irregular, part-time basis. Mr. Cash desires to perform
such services subject to the terms and conditions set forth below.
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
SECTION I - PROPRIETARY INFORMATION
Proprietary Information shall include, but not be limited to, information,
knowledge, documents and data, subject to the exclusions of Section X, that:
(a) pertain to existing operations and future developments of any aspect of the
Company's current or prospective businesses Mr. Cash is aware of from his past
employment or through services rendered pursuant to this Agreement that are
regarded and protected as confidential by the Company, the disclosure of which
to unauthorized persons could have a detrimental consequence to the Company.
SECTION II - SERVICES
Mr. Cash will perform consulting and advisory services for the Company as
requested from time to time by Company representatives. Specifically, Mr. Cash
may be requested to consult on the following subjects: investor relations
activities, charitable contributions, employee benefits, strategic planning, any
exploration and production projects/organization, mergers and acquisition
activity, and succession planning.
SECTION III - PLACE OF WORK
The Company will not provide Mr. Cash with a permanent office or other
place of work. However, the Company will provide best efforts work space from
time to time and access to secretarial and office services for his work on
Company affairs.
SECTION IV - TIME DEVOTED TO WORK
In performing services under this Agreement, Mr. Cash shall establish his
own work schedule. The Company's only interest is in the results of his
performance and his advice. The Company agrees to give reasonable advance notice
of meetings or other travel. Mr. Cash agrees to be generally available by
telephone, electronic mail, or fax and shall give reasonable notice to the
Company in the event of vacations or other events that might interfere with
normal availability and communications.
SECTION V - COMPANY REPRESENTATIVE
Xxxxx X. Xxxxxx is designated as the Company's representative when dealing
with Mr. Cash.
SECTION VI - PAYMENT
The Company will pay Mr. Cash a retainer of $16,666.67 per month, which is
payable on or before the first day of each month. In the event this Agreement is
continued after the first year on a month-to-month basis, Mr. Cash will be paid
this same dollar figure per month unless renegotiated. Mr. Cash will also be
reimbursed for any out-of-pocket expenses he incurs while performing services
under this Agreement. Examples of such expenses are the cost of transportation,
meals, and lodging if Mr. Cash is required to perform services outside the area
of his domicile or if sudden transportation is needed to return to Salt Lake
City. The Company will reimburse reasonable mileage expenses if Mr. Cash is
requested to travel out of town to perform responsibilities pursuant to the
terms of this Agreement.
SECTION VIII - STATUS
This Agreement provides for the performance of services by Mr. Cash as an
independent contractor. Mr. Cash will not be considered an employee of the
Company for any purpose and shall not represent himself as an employee of the
Company to third parties. He will not be eligible to participate in any pension
or welfare benefit programs or incentive compensation programs that are provided
for employees of the Company other than benefits available to him as a retired
employee of the Company. Mr. Cash understands that he is a retired employee for
purposes of exercising stock options granted by the Company. The sole benefits
for which Mr. Cash shall be eligible are benefits available to retirees of
Questar or available to non-employee directors of the Company.
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As long as Mr. Cash provides services pursuant to the terms of this
Agreement, he is considered to be an "insider" under federal securities laws and
shall comply with the requirements of such laws.
SECTION IX - ACKNOWLEDGMENTS
(a) Mr. Cash shall render consulting services on behalf of the Company
that are special, unique, and extraordinary; and
(b) Mr. Cash shall treat all Proprietary Information of the Company on a
confidential basis.
(c) During this Agreement's term, Mr. Cash may have access to and become
familiar with various items of the Company's Proprietary Information.
Mr. Cash acknowledges that such Proprietary Information shall be owned
solely by the Company.
SECTION X - LIMITATIONS ON USE OF PROPRIETARY INFORMATION
During the term of this Agreement and for two years after it terminates,
Mr. Cash shall not use the Proprietary Information for any purpose except to
further the Company's business, nor divulge this information to any person other
than the Company or persons to whom the Company has given its consent, except to
the extent such information:
(a) was independently obtained by Mr. Cash in a manner unrelated to his
employment with the Company;
(b) was in the public domain or enters into the public domain through no
fault of Mr. Cash; or
(c) is compelled to be disclosed by government or legal process.
SECTION XI - INTELLECTUAL AND OTHER PROPERTY
(a) All inventions and other developments or improvements conceived by
Mr. Cash, alone or in conjunction with other persons (including notes,
drawings, memoranda or other documents), during the term of his
engagement that are within the scope of the Company's business
operations or that relate to any of the Company's work or projects are
the exclusive property of the Company, and Mr. Cash agrees to execute
such conveyances or documents required to transfer patents or
copyrights as may be reasonably requested by the Company.
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(b) Upon termination of this Agreement for any reason, Mr. Cash shall
immediately return to the Company all of Company's property, if any,
including cellular telephone, computer hardware, computer software,
software documentation and any replications used by him in rendering
services to the Company or otherwise that are in his possession of
control.
SECTION XII - NON-COMPETE
(a) The Company is entering into this Agreement with Mr. Cash to obtain
financial and competitive advantage. During the term of this Agreement
and for a period of two years following termination of Mr. Cash's
services, Mr. Cash shall not directly or indirectly:
(i) engage in, become employed by, or render services, advice or
assistance to any person or business entity engaged in projects
that do or may directly compete with any projects he has
rendered advice concerning or has become aware of the Company's
interest in by virtue of the services rendered pursuant to this
Agreement.
(ii) retain or use in any way any Proprietary Information or
transmit or reveal any of such information to persons in
competition with the Company;
(iii) solicit any customers of the Company for or on behalf of any
persons in competition with the Company; or
(iv) influence or attempt to influence the Company employees to
terminate their employment to work for any competitor of the
Company.
(b) Subject to subsection (a)(ii) above, Mr. Cash is not prohibited from
soliciting or providing consulting services to any customer of the
Company.
(c) The parties have attempted to limit Mr. Cash's right to compete only
to the extent necessary to protect the Company from unfair
competition. Mr. Cash may request and the Company may grant, at its
sole discretion, waivers to the foregoing restrictions on a
case-by-case basis where the applicability of this Section XII may be
in question. Recognizing that reasonable people may differ in making
this determination, the parties agree that, if the scope of
enforceability of this provision is disputed at any time, a court or
other trier of fact may modify and enforce this provision to the
extent that it believes to be reasonable under the circumstances
existing at that time.
SECTION XII - ASSIGNMENT
This Agreement is personal in nature and is non-assignable.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the 1st day
of May, 2002.
QUESTAR CORPORATION
By: /s/K. O. Rattie
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Xxxxx X. Xxxxxx
President and Chief Executive Officer
By: /s/R.D. Cash
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R. D. Cash
Consultant
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