EXHIBIT 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of this 28th of December 2000,
by and between Weyco Group, Inc. (the "Company"), and Xxxxxx X. Xxxxxxxxx, Xx.,
an individual ("Consultant").
W I T N E S S E T H :
WHEREAS, the Company is engaged in the business of manufacturing and
distributing shoes (the "Business") and Consultant is the retired Chief
Executive Officer of the Company; and
WHEREAS, the Company desires to retain Consultant in a consulting capacity
in connection with the Company's acquisition and sales of products and
materials, and
WHEREAS, the Company and Consultant desire to reduce their agreement
concerning the terms and conditions of such consulting services to written form;
NOW, THEREFORE, in consideration of the premises, the parties hereby agree
as follows:
1. Consulting Services. Consultant will at such times and places as
reasonably requested by the Company and agreed to by Consultant act as a
consultant and advisor to the Company in connection with the Company's
acquisition and sales of products and materials. Specifically, it is anticipated
that Consultant's duties will be infrequent and will consist of accompanying and
advising employees of the Company on buying and marketing trips and on general
business matters as necessary.
2. Consulting Fee and Expenses.
(a) In consideration of the services to be performed by Consultant
pursuant to Section 1 hereof and Consultant's compliance with the other
provisions of this Agreement, the Company will pay Consultant a consulting fee
of $1,200.00 per month payable on the first of the month.
(b) The Company will reimburse Consultant for his out-of-pocket
expenses reasonably incurred in connection with the performance of Consultant's
duties hereunder including travel, room and board expenses, subject to the
submission of documentation substantiating such expenses and other compliance
with the Company's written policy, if any, regarding expense reimbursement.
3. Term. This Agreement shall remain in effect until terminated by either
party upon 30 days advance notice, or by the death or permanent disability of
Consultant.
4. Services for Others. Consultant is free to perform services for any
other entity or business during the term of this agreement; provided, however,
that neither during or after this agreement may Consultant utilize Confidential
Information as described in Section 5 hereof in the performance of services for
other parties.
5. Unauthorized Disclosure. Consultant will not disclose to any person or
entity, other than employees of the Company or other persons to whom disclosure
is reasonably necessary or appropriate in connection with the performance by
Consultant of his duties hereunder, any Confidential Information of the Company
obtained by Consultant. As used herein, the term "Confidential Information"
refers to all information and materials belonging to, used by or in the
possession of the Company relating to its business strategies, products,
pricing, customers, technology, programs, costs, employee compensation,
marketing plans, developmental plans, computer programs, computer systems,
inventions, developments, formulae, processes, designs, drawings and trade
secrets of every kind and character. "Confidential Information" also includes
confidential information belonging to other companies and disclosed to
Consultant by the Company. Nothing in this Agreement shall be construed to limit
or negate the common law of torts or trade secrets where such common law
provides the Company with broader protection than the protection provided by
this Agreement.
6. Independent Contractor. Consultant shall at all times be an independent
contractor. Neither party will assert that an employment relationship exists or
take any action inconsistent with the independent contractor status of
Consultant. Consultant shall have no authority to bind the Company to any
agreement, except to the extent such authority is expressly conferred upon him
by the Company in writing (exclusive of this Agreement) and Consultant will not
take any action inconsistent with the provisions of this Section.
7. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect or impair the validity or enforceability of any
other provision and this Agreement shall be construed as if such invalid or
unenforceable provision were not contained herein.
8. Notices. All notices under this Agreement shall be in writing and a
notice shall be considered to be given and received in all respects on the day
it is personally delivered or deposited in the United States mail, first class,
postage prepaid, addressed as follows or to such other address as may be
designated by one party to the other by notice duly given:
If to the Company:
Weyco Group, Inc.
000 X. Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxxxxx
If to Consultant:
Xx. Xxxxxx X. Xxxxxxxxx, Xx.
(Xx. Xxxxxxxxx'x address)
9. Waiver. A waiver by a party of any breach by the other party of any
provision of this Agreement shall not be deemed to be a waiver by such first
party of any subsequent breach.
10. Assignment. This Agreement may not be assigned by the Company without
the written consent of Consultant, except that if the Company shall merge or
consolidate with or into, or transfer substantially all of the Business or the
assets thereof to another corporation or other form of business or other entity,
this Agreement may be assigned to such a successor and it shall be binding upon
and inure to its benefit. Consultant may not assign, pledge or encumber this
Agreement or any interest herein.
11. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, the Company's successors and permitted assigns
and Consultant's heirs and legal representatives.
12. Amendment. This Agreement may be amended only by a written instrument
executed by the parties hereto or their respective successors, assigns, heirs or
legal representatives, as applicable.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Wisconsin. All suits
concerning this Agreement shall be commenced in and heard by courts having their
forum within the State of Wisconsin and the parties hereby submit to the
jurisdiction of such courts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
WEYCO GROUP, INC.
By /s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
Its CFO
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Attest: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxxx, Xx.
/s/ Xxxxxx X. Xxxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxxx, Xx.
