CONTRACT
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THIS CONTRACT, made and entered into this day of 1994
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by and between ▇▇▇▇▇▇▇ PURINA COMPANY (hereinafter referred to as "COMPANY"),
and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (hereinafter referred to as "CONSULTANT").
WITNESSETH:
WHEREAS, CONSULTANT proposes to provide consultation services to COMPANY;
and
WHEREAS, the COMPANY is desirous of obtaining such services and is
authorized to enter into a contract;
NOW THEREFORE, in consideration of the promises provided for in this Contract,
the parties agree as follows:
ARTICLE I
SCOPE OF WORK
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CONSULTANT shall provide consultation relating to protein and polymer
sales, marketing and operations and, on behalf of the COMPANY, serve as a trade
representative in the protein and polymer technologies industry as requested and
to provide such other services as may be requested by the COMPANY. The Chairman
and Chief Executive Officer, ▇▇▇▇▇▇▇ Purina Company (hereinafter referred to as
"CHIEF EXECUTIVE OFFICER"), has designated ▇▇▇ ▇. ▇▇▇▇▇ to inform CONSULTANT
from time to time of the specific services to be provided.
ARTICLE II
TIME OF PERFORMANCE
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This Contract is for a period from January 15, 1995 through September 30,
1995, but may be renewable by written agreement signed by the parties; provided,
however, that this Contract shall automatically terminate upon the death or
physical incapacity of CONSULTANT, subject to the provisions at Paragraph IV-C
of this Agreement.
ARTICLE III
COMPENSATION
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1. CONSULTANT shall be paid a monthly consultation fee of $23,000.00 for
services performed under Article I, with the first payment to be made on January
31, 1995, and thereafter on the last day of each subsequent month during the
time of performance.
2. CONSULTANT shall be reimbursed for reasonable, preapproved out-of-town
travel expenses actually incurred arising out of CONSULTANT'S performance of
this Agreement. CONSULTANT agrees to submit a report of said expenses to the
COMPANY verifying the dates and subject matter; such expenses shall be billed
"net" and shall be supported by receipts for expenditures over Twenty-Five
Dollars ($25.00) and other appropriate documentation. Payment shall be made to
CONSULTANT within thirty (30) days after receipt of the COMPANY of CONSULTANT'S
written statement.
3. At the COMPANY'S sole discretion, CONSULTANT shall be considered for a
supplemental payment of $17,000.00 per month based on the COMPANY'S assessment
of the value contributed by Consultant during the consulting period. At the
COMPANY'S sole discretion, the supplemental payment shall be made in one or more
lump sum payment(s) payable to EMPLOYEE no later than January 15, 1996.
ARTICLE IV
GENERAL TERMS AND CONDITIONS
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A. The CHIEF EXECUTIVE OFFICER, or his designated representative, shall
have responsibility for administering this Contract.
B. CONSULTANT acknowledges that no agency relationship shall be created
by this Contract and that CONSULTANT shall have no authority to act on behalf of
the COMPANY or to bind the COMPANY to any agreement, contract or cause of
action, except as specifically authorized in writing by the COMPANY. In the
event of any litigation involving COMPANY concerning a non-authorized commitment
or agreement, COMPANY shall have the right to recover from CONSULTANT, COMPANY'S
legal fees and damages in an event of an award of damages against COMPANY.
C. CONSULTANT acknowledges that the services under this Contract are
provided by CONSULTANT as an independent contractor and not an employee of the
COMPANY and that this Contract does not entitle CONSULTANT to any benefits
granted to employees of the COMPANY. If CONSULTANT is prevented by his
sickness, injury or death from performing the work and services under the terms
and conditions of this Contract, Company shall compensate him on a basis for the
work and services performed prior to the occurrence.
D. CONSULTANT shall not be subject to direction by the COMPANY in the
manner of performing work hereunder except insofar as the manner is specified in
this Contract. COMPANY shall have no obligation to withhold income taxes and
FICA taxes and shall not pay CONSULTANT federal unemployment taxes or any other
similar taxes paid for employees of the COMPANY. CONSULTANT understands and
assumes responsibility to pay all required federal, state and local taxes and
file all required tax returns for his business services, covering himself and
his employees.
E. CONSULTANT shall indemnify and hold harmless the COMPANY, its
directors, officers, agents and employees from any and all suits made or brought
for injury to persons or property caused by the negligence of CONSULTANT, in the
performance of services under this Contract.
F. CONSULTANT shall furnish certificates acceptable to the COMPANY that
CONSULTANT has in effect the following insurance:
Automobile Liability Insurance with combined single limits
of $500,000.00 or $500,000.00/$1,000,000.00 bodily injury
limits and $500,000.00 property damage limits.
G. COMPANY may terminate this Contract in whole or in part if CONSULT ANT
fails to perform any material term or condition of this Contract. It is agreed
and understood between the parties that CONSULTANT is merely advising and
performing services for the COMPANY and the COMPANY shall be solely responsible
for deciding whether or not to follow the advice of CONSULTANT.
H. All reports, documents, visual aids, other data and information
obtained or prepared in the performance of this Contract shall be and remain the
sole property of the COMP ANY. CONSULTANT may seek permission to make use of
any of the above for work other than that under this Contract by submitting a
written request to the CHIEF EXECUTIVE OFFICER setting forth what is to be used
and the purpose for which it is to he used. The CHIEF EXECUTIVE OFFICER shall
have sole discretion either to grant or to deny a request.
I. CONSULTANT agrees during the term of this Contact and thereafter that
he will not disclose to any one unassociated with the COMPANY any trade secrets
or confidential information obtained by him while serving as a consultant to the
COMPANY and CONSULTANT agrees that upon ceasing to serve as a consultant to the
COMPANY, CONSULTANT will return to the COMPANY all originals and copies
(including those in electronic storage) of any and all documents containing
trade secrets, confidential, or proprietary information of the COMPANY.
J. During the performance of this Contract, CONSULTANT agrees not to
discriminate because of age, race, religion, creed, color, national origin,
handicap or veteran's status. This Contract is subject to the provisions of
Executive Order 11246 as amended, and other applicable Federal Regulations and
Orders, under the Equal Employment Opportunity Act which is incorporated by
reference.
K. Any notice authorized or required by this Contract to be served on
CONSULTANT may he served by ordinary mail and addressed to CONSULTANT at a
residential address to be designated by CONSULTANT. Any notice authorized or
required by this Contract to be served on COMPANY shall be served by ordinary
mail to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇▇▇▇ Purina
Company, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
L. This Contract shall be subject to and construed under the laws of the
State of Missouri.
M. This Contract is the entire contract between the parties respecting
the subject matter thereof, and its terms may not be waived, changed or added to
except in writing, signed by CONSULTANT and COMPANY. This Contract is for the
personal services of CONSULTANT and is not assignable by either party without
the prior written consent of the other. If any provision of this Contract
conflicts with the law under which it is to be construed or if any such
provision is held invalid in any court, such provision shall be deleted from the
Contract and the Contract shall be construed to give effect to the remaining
provisions hereof.
N. The parties hereto agree that in the event any lawsuit shall be
instituted and concluded by or on behalf of one party against the other
involving any interpretation of this Agreement, the prevailing party shall be
entitled to recover or be reimbursed for all attorney's fees, court costs and
expenses reasonably incurred in connection therewith.
IN WITNESS WHEREOF, the parties have signed this Contract the day of
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1994.
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WITNESS:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Date: Date:
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▇▇▇▇▇▇▇ PURINA COMPANY
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
▇▇▇▇▇▇▇ Purina Company
Date:
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Attachment
- 4 -
Waiver of Corporate Insurance Requirements
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Person Requesting Waiver: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Facility: Corporate Headquarters
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Consultant: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Services to be Rendered:
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CONSULTANT shall provide consultation relating to protein and polymer sales,
marketing and operations and, on behalf of the COMPANY, serve as a trade
representative in the protein and polymer technologies industry as requested and
to provide such other services as may be requested by the COMPANY.
Corporate Insurance Requirements:
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1.Automobile Liability Insurance with combined single limits of $500,000.00 or
$500,000.00/$1,000,000.00 bodily injury limits and $500,000.00 property
damage limits.
2.Comprehensive General Liability Insurance with combined single limits of
$500,000.00 or $500,000.00/$1,000,000.00 bodily injury limits and $500,000.00
property damage limits, where applicable.
Proposed Coverage:
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Automobile Liability Insurance with combined single limits of $500,000.00
or $500,000.00/$1,000,000.00 bodily injury limits and $500,000.00 property
damage limits.
I have reviewed and approved the above referenced deviation from the Corporate
Insurance Requirements.
▇▇▇▇▇▇▇ PURINA COMPANY
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Date:
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▇▇▇▇▇▇▇ PURINA COMPANY
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman
Chief Executive Officer
December 7, 1994
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Dear ▇▇▇▇:
This acknowledges your plans to retire effective January 1, 1995. It also
serves as the Agreement ("Agreement") between ▇▇▇▇▇▇▇ Purina Company ("Company')
and you regarding the terms and conditions of your termination of employment.
Per our Agreement, you have been allowed to purchase your company car at current
value. The Company agrees to retain you as a consultant pursuant to a separate
contract at the rate of $23,000.00 per month for a nine month period beginning
January 15, 1995. In addition, based on the service you provide your monthly
fee can be increased up to an additional $17,000 per month. In consideration of
these promises by the Company, you agree that you will provide the Company with
reasonable cooperation and assistance to insure an orderly transfer of your
duties and responsibilities in pending matters and to be available for
consultation during the remainder of fiscal year 1994-95.
You understand and agree that you will forfeit all rights not exercisable under
any award of stock options previously awarded to you. For the purposes of your
stock awards, your separation from the Company will be considered involuntary.
In addition, you agree that you will not enter into competition with the Company
or provide services to any competitor of the Company or any of its subsidiaries,
except as may be agreed to in writing by me. For purposes of this Agreement, a
competitor of ▇▇▇▇▇▇▇ Purina Company shall be deemed to be any entity that owns
and/or operates facilities for protein or polymer processing, for the production
of dog and cat food, and other related products, including batteries, bread and
snack cakes, as are manufactured by ▇▇▇▇▇▇▇ Purina Company or any of its
subsidiaries.
By accepting the Company's offer to use you as a consultant, you agree to
release and discharge the Company from any and all claims arising out of your
employment with the Company except those specified below.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
December 7, 1994
Page 2
This release does not affect your right to receive wages and accrued vacation
earned through January 1, 1995 or to receive any amounts that may be due under
any social security, workers' compensation laws or to receive benefits of any
kind payable pursuant to the terms of applicable pension benefit or welfare
plans of the Company. All terms of the Deferred Compensation Plan for Key
Employees and your Deferred Compensation Agreements, including those related to
competition with the Company, will apply.
The promises of the Company and the payments provided for in the consulting
Contract are in addition to benefits which are or may be due you under the terms
of the Company's Retirement Plan for Sales, Administrative and Clerical
Employees, Supplemental Retirement Plan, Equity, Variable Interest and Fixed
Benefit Options in the Deferred Compensation Plan for Key Employees, Savings
Investment Plan, Executive Savings Investment Plan, Executive Life and Health
Plans, retiree benefits under the Comprehensive Health Plan, and any and all
other executive or employee benefit plans or programs through which you may be
legally entitled to benefits as a result of your employment with the Company or
subsequent termination.
In accepting this Agreement, you understand that you have the opportunity to
discuss any aspects of this Agreement with an attorney before signing it. If you
have any questions, you should seek your personal counsel before signing this
agreement.
If the terms of this offer are acceptable to you, you should sip all three
copies of this letter and return two copies to me before the New Year holidays.
Sincerely,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
Agreed & Accepted:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇/
