EXHIBIT 10.1
CONSULTING AGREEMENT
___________________________
This consulting agreement (hereinafter referred to as
"Agreement") is entered into as of the 27th day of June, 2000, by
and between Xxxx X. Xxxxxxxx (hereinafter referred to as
"Consultant") and The Timken Company (hereinafter referred to as
"Company"), a corporation organized and existing under the laws
of the State of Ohio.
WHEREAS, Consultant has been employed for many years as an
officer of the Company and has acquired extensive experience and
developed important relationships which the Company wishes to
utilize by retaining Consultant to perform certain services as
described herein; and
WHEREAS, Consultant will resign as an officer and retire as an
employee on June 30, 2000, under the Company's retirement
program.
NOW, THEREFORE, in consideration of the mutual promises and
covenants, it is hereby agreed by and between the parties as
follows:
1. In consideration of Consultant's services as hereinafter
described, the Company agrees to pay Consultant a retainer at the
rate of $15,000 per quarter to be paid on the last day of each
calendar quarter beginning September 30, 2000.
2. The services to be performed by Consultant shall consist of
the following: Provide counsel and advice regarding the Company's
business strategies and corporate development efforts and provide
similar services to support the interests of the Company from
time to time as requested by the Chairman and CEO, the President
and Chief Operating Officer or the Senior Vice
President - Corporate Development (or any Senior Vice President
with responsibility for corporate strategy and/or corporate
development) of the Company.
3. It is anticipated that Consultant will devote the equivalent
of approximately 4 days per month to the performance of the
services described above. The days on which Consultant will
perform services under this Agreement, and the number of hours
devoted to the performance of such services on any given day,
will be determined by Consultant in his sole discretion.
4. The Company will provide computer access, facilities access
and secretarial assistance for the Consultant as reasonably
required to assist him in performing the services described in
this Agreement. Consultant is not required to make use of such
access or secretarial assistance and may perform the services
requested under this Agreement at any location of his choice,
whether inside or outside of Ohio.
5. The Company will reimburse Consultant for all reasonable and
necessary expenses incurred in the performance of the services
described in this Agreement.
6. Consultant agrees that he shall treat confidentially any
material, non-public information, trade secrets, or proprietary
data of the Company that he obtains during the course of
performing his services under this Agreement. Consultant
understands that during the term of this Agreement he will remain
subject to the Company's "Statement of Policy Regarding Trading
in Stock and Prohibiting the Improper Use or Disclosure of
Material, Non-Public Information," which has been provided to
Consultant.
7. Consultant agrees that, during the term of this Agreement
and for three years after the termination of this Agreement, he
shall not provide services to any third party that is a direct
competitor of the Company. Subject to the foregoing, Consultant
may provide consulting or other services to other parties during
the term of this Agreement and at anytime thereafter.
8. It is agreed that Consultant shall render his services as an
independent contractor and that no relationship of employer-
employee shall result from the execution of this Agreement or
from the performance of any services hereunder. Consultant shall
have no authority to initial or sign contracts or otherwise to
take any action that would create any legally-binding obligation
on the part of the Company or any of its subsidiaries or
affiliates, and shall at all times avoid any action or statement
that would in any way represent himself or hold himself out as an
agent or employee of the Company or any of its subsidiaries or
affiliates.
9. Consultant shall have the right to determine when, where,
how and in what manner he will perform the services under this
Agreement. It is understood that as an independent contractor,
Consultant is not under the direction or control of the Company
when rendering the services requested of him under this Agreement
and is expected to exercise independent judgment when providing
services under this Agreement. Moreover, Consultant shall not be
entitled to any Company benefits as a result of performing
services under this Agreement, and the Company shall not pay or
withhold any federal, state, or local income tax or payroll tax
of any kind on behalf of the Consultant.
10. This Agreement shall terminate on December 31, 2001,
provided, however, either party may cancel and terminate this
Agreement at any time by giving a thirty-day written notice to
the other party of its the desire to do so. Moreover, this
Agreement will terminate immediately if Consultant dies, becomes
permanently disabled, or breaches any material term of this
Agreement. If this Agreement is terminated prior to December 31,
2001, the quarterly payment to which Consultant would otherwise
be entitled will be pro-rated based on the number of days the
Agreement was in effect during the calendar quarter in which the
Agreement was terminated. The provisions of Paragraphs 6 and 7
hereof shall continue in full force and effect notwithstanding
the termination of this Agreement.
11. This Agreement constitutes the entire agreement between the
parties relative to the services referred to herein and
supersedes all previous negotiations and understandings, oral or
written, relative to such services. Notwithstanding the
foregoing, nothing contained herein shall affect or adversely
impact any compensation or benefits to which Consultant is
entitled as a result of his employment by the Company prior to
June 30, 2000, and his retirement on said date.
12. This Agreement shall be construed, interpreted and applied,
and the legal relationship created herein shall be determined, in
accordance with the laws of the State of Ohio.
In witness whereof, the parties have executed this Agreement as
of the date first above written.
THE TIMKEN COMPANY
By:
________________________________
Xxxxx X. Xxxxxxxx
President and Chief Operating Officer
________________________________
Xxxx X. Xxxxxxxx
