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CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "AGREEMENT") is made and entered into by
and between F. XXXXXXX XXXXXXXXX ("CONSULTANT"), and OMI CORP., a corporation
organized and existing under the laws of the State of Delaware and having its
principal place of business at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("OMI").
W I T N E S S E T H
WHEREAS, CONSULTANT was employed by OMI for nearly 30 years; and
WHEREAS, OMI is willing to retain CONSULTANT as an independent consultant
to provide certain labor relations services to OMI upon the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, it is agreed as follows:
1. OMI hereby engages CONSULTANT, and CONSULTANT hereby agrees to serve,
as a consultant to OMI to provide such labor relations services as OMI may
request of CONSULTANT, provided, however, that CONSULTANT may not be required to
perform services at OMI's offices more than 60 days per year. As used in this
AGREEMENT, "labor relations services" shall mean, but not be limited to,
consultation and advice on wages, hours and terms and conditions of employment,
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negotiation of union contracts and agreements, meetings with union officials,
business agents, port agents, personnel and members and administration of the
grievance procedures.
2. The term of this AGREEMENT shall commence as of January 1, 1998 and
shall expire on December 31, 2000 unless otherwise terminated prior to the
expiration of its term pursuant to Paragraph 11 of this AGREEMENT. However, OMI
may call upon CONSULTANT to perform labor relations services prior to such
commencement date and CONSULTANT will perform such services at no additional
charge to OMI. Upon the expiration of the term of this AGREEMENT, this AGREEMENT
may be renewed only upon the written consent and agreement of both parties.
3. During the term of this AGREEMENT, OMI agrees to pay CONSULTANT as
compensation for his services the sum of $92,500 per annum, payable in equal
monthly installments. OMI agrees that it will continue to make the payments due
hereunder in the event CONSULTANT dies or becomes disabled.
4. In addition, OMI shall reimburse CONSULTANT for all reasonable and
necessary travel (except commutation to and from OMI's office), entertainment,
telephone and postage expenses incurred on behalf of OMI, provided, however, (i)
such expenses are incurred in accordance with OMI's expense policy and (ii)
CONSULTANT submits such receipts and other documentation as may be required by
OMI. In the event that this AGREEMENT is terminated pursuant to Paragraph 11
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hereof, OMI shall reimburse CONSULTANT for all reasonable and necessary expenses
incurred by him up to the date of termination as specified in this Paragraph.
5. This AGREEMENT does not constitute an employment contract, end OMI
shall have no obligation to provide CONSULTANT with medical insurance, life,
accident, health, disability or xxxxxxx'x compensation insurance or other
employee benefits of any kind. OMI will provide CONSULTANT with general business
support at OMI's office location, including office and support space, furniture,
telephone, secretarial, word processing and photocopying services and such other
support services as the parties may agree upon to enable CONSULTANT to complete
the agreed upon assignments pursuant to this AGREEMENT.
6. OMI shall not be responsible for any payroll related taxes and Federal,
state or local deductions. CONSULTANT certifies that he is an independent
contractor and, as such, will prepare and file all tax information, forms and
returns with the appropriate Federal, state and local government agencies or
authorities as required by law.
7. (a) CONSULTANT represents and warrants that he is not under any
obligation, contractual or otherwise, to any person or entity which would
prohibit or impede him from performing the services and that he is free to enter
into and perform the terms of this AGREEMENT. CONSULTANT hereby represents and
warrants that he has full power to perform his obligations hereunder, and that
this AGREEMENT constitutes a legal, valid and binding obligation of CONSULTANT,
enforceable against CONSULTANT in accordance with his terms, except as
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enforcement may be limited by bankruptcy, insolvency moratorium or other laws
affecting the enforcement of creditors' rights generally.
(b) OMI represents and warrants that it is not under any obligation,
contractual or otherwise, to any person or entity which would prohibit or impede
CONSULTANT from performing the services contemplated under this AGREEMENT. OMI
hereby represents and warrants that it has full power, authority and capacity to
execute and deliver this AGREEMENT and perform its obligations hereunder, and
that this AGREEMENT constitutes a legal, valid and binding obligation of OMI,
enforceable against OMI in accordance with his terms, except as enforcement may
be limited by bankruptcy, insolvency moratorium or other laws affecting the
enforcement of creditors' rights generally.
8. (a) OMI agrees to indemnify and hold harmless CONSULTANT from and
against any losses, claims, damages or liabilities (including the costs,
expenses and legal fees) related to or arising out of activities performed or
services furnished by CONSULTANT pursuant to this AGREEMENT other than any loss,
claim, damage or liability (or action or proceeding in respect thereof)
determined by a final judgment of a court of competent jurisdiction to have been
caused, in whole or in part, by the willful misconduct, bad faith or gross
negligence of CONSULTANT.
(b) CONSULTANT agrees to indemnify and hold harmless OMI and OMI's
affiliates, directors, officers, agents and employees from and against any
losses, claims, damages or liabilities (including costs, expenses and legal
fees) which are determined by a final judgment of a court of competent
jurisdiction to have resulted
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solely from wilful misconduct, bad-faith or gross negligence of CONSULTANT.
Notwithstanding the foregoing, CONSULTANT shall indemnify OMI only to the extent
of the aggregate amount of Consulting Fees received by CONSULTANT.
9. CONSULTANT shall not disclose, duplicate, copy, or use for any purpose
other than the performance of this AGREEMENT and shall treat as confidential and
as proprietary to OMI all information which relates to OMI's client information,
systems, trade secrets or business affairs; and which CONSULTANT has obtained
from OMI under this AGREEMENT provided, however, the obligation to treat as
proprietary and confidential shall not apply to information which shall be
publicly available or shall be obtained rightfully from third parties.
10. This AGREEMENT may be terminated at any time for "cause" by either
party. The term "cause" shall mean (i) any material breach by either party or
any provision of this AGREEMENT and (ii) any disloyal or dishonest act or
conduct by either party to the other.
11. Any activities performed by CONSULTANT pursuant to this AGREEMENT will
be done as an independent contractor and CONSULTANT will at no time make any
representation or statement, verbal or in writing, that he is employed by OMI.
Nothing contained herein shall be construed to constitute a principal-agent
relationship between CONSULTANT and OMI, nor shall this AGREEMENT be deemed to
confer upon CONSULTANT any authority, express or implied, to bind OMI or
represent to anyone that it is acting either as a representative of, or in any
other capacity for OMI except as set forth in this AGREEMENT.
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12. This AGREEMENT shall inure to the benefit of OMI's successors and
assigns. This AGREEMENT may not be assigned by CONSULTANT without the prior
written consent of OMI.
13. The validity, interpretation, construction and performance of this
AGREEMENT shall be governed by the laws of the State of New York.
14. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed duly given when delivered, either by
hand, by facsimile or by overnight courier or by certified mail, return receipt
requested as follows:
if to OMI, to:
Xxxxxxx X. London, Esq.
OMI Corp.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
if to CONSULTANT, to:
F. Xxxxxxx Xxxxxxxxx
0 Xxxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000-0000
or to such other address as either party shall have designated by like notice to
the other party hereto.
15. No provision of this AGREEMENT may be modified, altered, waived or
discharged unless such modification, waiver, discharge or alteration is agreed
to in writing and signed by OMI and CONSULTANT. No waiver by either party hereto
of or compliance with any condition or provision of this AGREEMENT to be
performed by such other party shall be deemed a waiver of similar of dissimilar
provisions or
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conditions at the same or at any prior or subsequent time.
16. This AGREEMENT sets forth the entire agreement between the parties
with respect to the matters contained herein. There are no other agreements or
understandings with respect to the subject matter of this AGREEMENT. Any and all
prior discussions, agreements or understandings, whether oral or written, are
merged into and subsumed by this AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT on August
___, 1997.
WITNESS:
/s/ F. Xxxxxxx Xxxxxxxxx
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F. XXXXXXX XXXXXXXXX
WITNESS: OMI CORP.
/s/ [ILLEGIBLE] By: /s/ Xxxxxxxx X. London
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XXXXXXXX X. LONDON
STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
On Sept. 11, 1997 F. XXXXXXX XXXXXXXXX personally came to me known, and
known to me to be the individual described in, and who executed the foregoing
Agreement and duly acknowledged to me that she executed the same.
/s/ Xxxxxx Xxxxxx
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NOTARY PUBLIC
XXXXXX XXXXXX
Notary Public, State of New York
No. 01SE065092
Qualified in Nassau County
Commission Expires September 3, 1998
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On August 12, 0000, XXXXXXX X. XXXXXX, XXX., Senior Vice-President and
General Counsel of OMI Corp., personally came to me known, and known to me to be
the individual described in, and who executed the foregoing Agreement in behalf
of OMI Corp., and duly acknowledged to me that he had authority to and that he
executed the same.
/s/ Xxxxxxx Xxxxxxxxx
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NOTARY PUBLIC
XXXXXXX XXXXXXXXX
Notary Public, State at New York
No. 01HE5076668
Qualified in New York County
Commission Expires April 28, 1999
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