EXHIBIT V
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this
15th day of February 2002 by and between VSE Corporation, located at 0000
Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 ("VSE"), and Xxxxx X. Xxxx
located at 000 Xxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (the
"CONSULTANT").
1. The CONSULTANT agrees to be available to provide technical and
management consulting services on certain work on an as requested basis by
an authorized VSE representative for a period of one year (twelve months)
from April 16, 2002 through April 15, 2003, or for such longer period not
to exceed a total of 18 months as shall be mutually agreed in writing by
the parties. In such capacity, the CONSULTANT will assist VSE primarily
to develop marine engineering marketing and business opportunities.
2. For the purposes of this AGREEMENT, Xxxxxx X. Xxxxxx and Xxxxxxx
X. Xxxxxxx are designated as the authorized VSE representatives. They
will provide direction under the AGREEMENT verbally or in writing. The
level of effort provided in the above areas by the CONSULTANT shall be
determined between the CONSULTANT and VSE prior to service.
3. Xxxxx X. Xxxxx is designated as the VSE representative for
financial and administrative matters.
4. In the event that VSE desires to extend the services of the
CONSULTANT to other areas in which VSE has expertise and which are not in
competition with services rendered to other customers by the CONSULTANT,
the CONSULTANT will represent VSE in such areas if so requested.
5. The CONSULTANT will not knowingly provide services for any
organization which is in competition with VSE in those areas covered by
this AGREEMENT.
6. The CONSULTANT will not for a period of two years from
termination of this AGREEMENT refer any VSE employees to any other company
for employment without VSE's advanced written approval or make use of or
divulge to any VSE competitor any VSE customer lists, trade secrets or any
other confidential material obtained while serving as a CONSULTANT to VSE.
7. In connection with this AGREEMENT, VSE will only be responsible
for reasonable and necessary expenses incurred by the CONSULTANT in
execution of previously agreed upon efforts. Such expenses shall be
limited to the following:
a. Travel (in accordance with Federal Travel Regulations; the
CONSULTANT shall make his own arrangements).
b. Parking fees.
c. Long distance telephone calls.
8. For all services provided by the CONSULTANT under this
Agreement, VSE agrees to pay a monthly fee of $14,170.00 per month for the
term of twelve months, or such lesser pro rata amount in the event the
term is extended by mutual agreement of the parties up to 18 months, not
to exceed $170,040.00 for the entire term of this AGREEMENT.
Occasionally, VSE may require services other than those described in
paragraph one of this AGREEMENT. Any additional services (see Section 4
of this AGREEMENT) would be separately contracted for on a separate fee
basis mutually agreed upon by the parties when needed.
9. The CONSULTANT shall provide a Taxpayer Identification Number or
a completed Internal Revenue Service Form W-9 within five days after
execution of this AGREEMENT.
10. The CONSULTANT'S invoice shall contain the following
information:
a. Reference to: AGREEMENT dated 15 February 2002
b. Invoice period, e.g., 16 April through 15 May 2002
c. Current and cumulative hours or days worked
d. Current and cumulative costs
e. Certification:
"I certify that all hours or days and costs shown herein are
in satisfaction of work/tasks assigned by VSE Corporation."
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
With each invoice submitted, the CONSULTANT shall provide a separate
statement of the nature and scope of services provided, the time and costs
associated with each activity, and any recommendations or conclusions
made. Copies of receipts for expenses incurred by CONSULTANT are to be
included with each invoice. The CONSULTANT will submit the invoices to
the following address: 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000-0000, Attention: Xxxxxx X. Xxxxxx, Chief Executive Officer.
11. The CONSULTANT agrees to abide by all applicable Federal,
state, and local laws and regulations, including those of all applicable
agencies and instrumentalities of the United States. The CONSULTANT
certifies that he understands and will comply with all pertinent VSE
policies and FAR requirements pertaining to conflict of interest and
ethical conduct, and procurement integrity.
12. The CONSULTANT shall provide the services exclusively as an
independent contractor to VSE. The CONSULTANT agrees that the CONSULTANT
has the right to control the means and manner by which the services are
performed. The CONSULTANT shall not be considered an employee of VSE for
any purposes, including without limitation employment, wage and hour, wage
payment, tax, workers' compensation and unemployment compensation laws,
and the CONSULTANT agrees never to assert that the performance of the
services creates an employment relationship with Company. The CONSULTANT
shall not be paid any wages, salary or other compensation by VSE except
for the fees described in Section 8 above, and the CONSULTANT shall not
participate in or be covered by any employee benefit plans or programs
offered by VSE, nor shall the CONSULTANT accrue or be entitled to any
other employee benefits from VSE. The CONSULTANT shall be exclusively
responsible for the payment of all income taxes and social security and
medicare contributions required by law. Neither party shall be or hold
itself out as the employee, agent, officer, director, or representative of
the other. The CONSULTANT shall have no authority to bind VSE or
represent that the CONSULTANT has the power to do so except to the extent
expressly set forth herein or as authorized in writing, from time to time,
by the designated authorized representative of VSE.
13. This AGREEMENT may be terminated by either party with or
without cause with fifteen (15) days written notice to the other party
that termination is desired. In the event of such termination, VSE shall
pay the CONSULTANT the then remaining unpaid balance of the fee described
in Section 8 in a lump sum payment within ten (10) days of the date of
termination.
In the absence of a termination notice, this AGREEMENT shall expire
on 15 April 2003, unless extended in writing as provided by paragraph 1
above.
CONSULTANT VSE CORPORATION
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxx X. Xxxx Xxxxxx X. Xxxxxx
Chairman and CEO
Date: February 15, 2002 February 15, 2002
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