January 14, 1997
Xx. Xxxxx XxXxxxxxx
Xxxx-XxXxx Corporation
Oklahoma City, Oklahoma 73102
Dear Xx. XxXxxxxxx:
Xxxx-XxXxx Corporation (the "Company") has requested, and you have
agreed, to provide consulting services in Oklahoma City following your
retirement as chairman of the company. This letter sets forth our agreement
regarding such services and shall become effective February 1, 1997. Our
agreement shall continue for two years and may be extended, at the option of the
Company, for one additional year.
During the term of this agreement, you will perform such consulting
duties on such matters as are determined by the Chief Executive officer of the
Company (the "CEO"). You will render such services for the CEO at such time or
times as may be mutually convenient to you and the CEO.
The Company will pay you for your services at an annual rate of
$300,000.00 payable in equal monthly installments. You will also be reimbursed
for the expenses you incur performing your duties hereunder, in accordance with
applicable Company policy. During the term of this agreement, the Company, at
its sole cost, shall also provide you with life insurance coverage at least
equal to the coverage currently provided under the Company's group life
insurance plan. The Company will also provide you with such support services as
are reasonably necessary for you to perform such duties.
In the event of a Change of Control of the Company (as defined in that
certain Change of Control Agreement dated December 31, 1992 between you and the
Company), all amounts which are to be paid to you hereunder shall be accelerated
and shall be due and payable upon the date of such Change of Control. The other
terms and provisions of this agreement shall remain in full force unless
otherwise agreed to by you and the Company.
During the term of this agreement, you shall not (without the Company's
prior written consent) become an officer of, director of, consultant to, serve
in any other capacity with, or have any ownership interest in, any business,
whether or not incorporated, which competes in any material respect with any
business of the Company (or its subsidiaries, successors and assigns); provided,
however, nothing herein shall preclude your ownership or acquisition of
securities of any publicly traded company. Also, (without the Company's prior
written consent) you will not disclose or make accessible to any other person or
entity (other than as required by law) any confidential information of the
Company and its subsidiaries.
If the terms set forth above are acceptable, please evidence your
agreement by signing and dating the attached copy of this letter and returning
it to my attention.
Sincerely,
XXXX-XxXXX CORPORATION
By: (Xxxx X. Xxxxxxx)
Xxxx X. Xxxxxxx
Accepted and agreed
(Xxxxx X. XxXxxxxxx)
Xxxxx X. XxXxxxxxx
January 17, 1997
Date
