This Consultant
Agreement (“Agreement”), is entered into on 1
st day of July 2009, between American
Commercial Lines LLC, a Delaware limited-liability company
(“ACL”), and W. Norbert Whitlock
(“Mr. Whitlock”).
WHEREAS,
ACL is an integrated marine transportation services company and
desires to obtain Mr. Whitlock’s commitment to serve as a
consultant providing technical expertise to and representation of
ACL from time to time, as requested by ACL, at the direction of the
Chief Executive Officer of ACL; and
WHEREAS,
the parties desire to establish and outline their respective rights
and obligations in respect to Mr. Whitlock’s
Agreement;
NOW,
THEREFORE, in consideration of the mutual promises, covenants
and conditions set forth herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties, intending to be legally bound, agree as
follows: j!
1. Scope
of Hire and Term. Beginning on July 1, 2009 and ending on
June 30, 2010 (the “Consulting Period”),
Mr. Whitlock agrees to cooperate with ACL in the transition of
his responsibilities while employed with ACL related to the
operations and management of ACL and its affiliates following
Mr. Whitlock’s separation from ACL and to perform such
other special projects and activities, including litigation
assistance (the “Consulting Services”) as may be
requested by the Chief Executive Officer, or a designee, and agreed
to by Mr. Whitlock. In rendering Consulting Services under
this Agreement, Mr. Whitlock agrees to exercise the highest
degree of professionalism and utilize his expertise in providing
Consulting Services hereunder. Mr. Whitlock shall be free to
arrange his own time, pursuits and work schedule and to determine
the specific manner in which such Consulting Services will be
performed, without being required to observe any routine or
requirement as to working hours.
At least thirty
(30) days prior to the end of the Consulting Period, ACL will
notify Mr. Whitlock if it intends to extend the Consulting Period
for an additional annual period ending on June 30, 2011 (the
“Option Consulting Period”). Mr. Whitlock will
notify ACL within ten (10) days of receipt of such notice
whether or not he will accept the Option Consulting
Period.
2.
Compensation and Term. In consideration for the Consulting
Services to be provided by Mr. Whitlock and subject to the
terms of this section, ACL agrees to pay Mr. Whitlock a
minimum of Twenty Five Thousand Dollars ($25,000.00) during the
Consulting Period (“Base Consulting Fee”). ACL will pay
Mr. Whitlock at a rate of Two Hundred Dollars ($200.00) per
hour for each hour of Consulting Services provided to ACL as set
forth herein (“Consulting Fees”). In the event ACL does
not request the Option Consulting Period and ACL has paid an amount
less than the Base Consulting Fee, ACL will pay Mr. Whitlock
the difference between the Base Consulting Fee and the Consulting
Fees paid during the Consulting Period. Such amount will be paid in
one lump sum within thirty (30) days of the end of the Consulting
Period. In the event ACL requests the Option Consulting Period and
Mr. Whitlock declines the Option
Whitlock
Agreement
Execution Copy
Page 1 of 4
Consulting
Period, ACL will have no further obligation to Mr. Whitlock
and Mr. Whitlock will forfeit any remaining amount left under
the Base Consulting Fee. In the event ACL requests the Option
Consulting Period and Mr. Whitlock agrees to the Option
Consulting Period this Agreement will be extended. At the end of
the Option Consulting Period, in the event ACL has paid an amount
less than the Base Consulting Fee during the Consulting Period and
the Option Consulting Period, ACL will pay Mr. Whitlock the
difference between the Base Consulting Fee and the Consulting Fees
paid during the Consulting Period and the Option Consulting Period.
Such amount will be paid in one lump sum within thirty
(30) days of the end of the Option Consulting
Period.
During the term of
this Agreement, ACL shall reimburse Mr. Whitlock for all
out-of-pocket expenses reasonably and necessarily incurred in the
performance of such Consulting Services in accordance with the
travel and business expense reimbursement policies of ACL in effect
from time to time. All travel shall be preapproved in writing. The
parties agree that Mr. Whitlock is not providing service while
traveling to and from ACL or affiliate property. ACL will provide
workspace, basic office supplies and Internet access while
Mr. Whitlock is onsite at ACL or affiliate property.
Mr. Whitlock acknowledges and agrees that, during the term of
this Agreement, he is not eligible as part of his compensation
under this Agreement to participate in any compensation plan,
pension plans, profit-sharing plans, insurance plans or other
employee benefit plans offered from time to time by ACL to its
active employees.
Mr. Whitlock
shall bill ACL for his services. Billing is to be itemized
including hourly time, with a detailed description of services
provided, delivered to attention of the Chief Executive Officer of
ACL. ACL shall promptly make payment or cause payment of the
Consulting Fees to be made to Mr. Whitlock for the Consulting
Services within thirty (30) days after receipt of an invoice
detailing service
|
