EXHIBIT 10.17
CONSULTING AGREEMENT
___________________________
This consulting agreement (hereinafter referred to as "Agreement") is
entered into as of the 1st day of January, 2001, by and between Xxxxxx
X. Xxxx, Xx., (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 was 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 resigned as an officer and retired as an employee on
December 31, 1997, 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 for Consultant's services as hereinafter described,
the Company agrees to pay Consultant $100,000.00 per year payable in
quarterly payments of $25,000.00 to be paid on the last day of each
calendar quarter beginning March 31, 2001.
2. The services to be performed by Consultant shall consist of
the following:
(1) Provide counsel and advice to the Company on various matters from
time to time as requested by the Chairman and CEO and either of the
Chief Operating Officers of the Company; (2) continue his relation-
ships with customers and others in the bearing and steel industry and
make calls on and entertain such persons on behalf of the Company;
(3) continue mentoring program with senior executives; and (4) work
with the President and COO of the Company to enhance contacts in Europe.
3. It is anticipated that Consultant will devote the equivalent of approx-
imately four 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 an office and secretarial services for the
Consultant to assist him in performing the services described in this
Agreement. Consultant is not required to make use of such office 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. Consultant shall be entitled to the use of Company aircraft in
connection with performing services under this Agreement, provided,
however, that commercial aviation will be used when practical and
that scheduling for Corporate Officers shall take precedence to
the extent practical. Consultant shall be entitled to use first
class air travel.
6. The Company will reimburse Consultant for all reasonable and necessary
expenses incurred in the performance of the services described in
this Agreement.
7. 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.
8. 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.
9. 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.
10. 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.
11. This Agreement shall be for a term of two years terminating on December
31, 2002, provided, however, that either party may cancel and terminate
this Agreement at any time by giving a sixty-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, 2002, the quarterly payment to which
Consultant would otherwise be entitled to receive 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 8 and 9 hereof shall continue in full force and effect
notwithstanding the termination of this Agreement.
12. 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 December 31, 1997, and his retirement on said date.
13. 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: /s/ X. X. Xxxxxx, Xx.
____________________________________
Chairman and Chief Executive Officer
____________________________________
(Title)
/s/ Xxxxxx X. Xxxx, Xx.
____________________________________
Xxxxxx X. Xxxx, Xx.
