Exhibit 10.5
CONSULTATION
AGREEMENT
THIS AGREEMENT
made as of the 1st day of January,
2007 between MGP INGREDIENTS, INC ., a Kansas corporation
(“Company”) and MICHAEL TRAUTSCHOLD
(“Trautschold”), a resident of Johnson County,
Kansas.
WHEREAS, Company wishes to engage
Trautschold to provide consulting services for it in connection
with the operations of its business; and
NOW, THEREFORE, for and in
consideration of the mutual covenants herein made, Trautschold and
the Company agree as follows:
1.
Consultation Agreement.
(a)
In consideration
for the Company’s agreement to pay him $250 an hour, upon and
subject to the terms of this Agreement, Trautschold agrees that for
a period commencing on the effective date hereof and ending on the
earlier of December 31, 2007 or the date of his death, he will
provide the Company’s President such assistance, advice and
consultation in connection with the Company’s ingredients
business as the Company’s President may request from time to
time after reasonable notice to Trautschold. In such
capacity, Trautschold will use his best efforts, within the bounds
of law and ethics, to preserve the good will of the Company with
its customers, its employees, the ingredients industry and the
general public. Trautschold’s work under this Agreement
may include assisting in litigation involving the Company.
Nothing in this Agreement shall in anyway compel Trautschold to
respond to questions except with an honest truthful
answer.
(b)
It is understood
that if the Company has not utilized Trautschold’s services
for at least 400 hours before December 31, 2007, it will on January
15, 2008 pay him an amount equal to the difference between $100,000
and the amount previously paid for his consulting services under
this Agreement. It is also understood that if the Company requests
in writing, Trautschold will continue to provide consulting
services until December 31, 2012 at the hourly rate set forth
above. However, any such election will not require the Company to
actually utilize Trautschold’s services or to utilize them
for any minimum amount of time after December 31, 2007. Fees
will be based on 1/4 hour increments. Fees will be paid
monthly commencing on February 15, 2007 for services rendered
during the prior month as evidenced by a monthly invoice submitted
by Trautschold. Such invoice will indicate the time spent and
identify the matter worked on and any expenses incurred. If
requested by the Company, Trautschold will supply additional
supporting data.
(c)
It is also
understood that Trautschold’s services under this Agreement
will be rendered primarily in the Kansas City, Missouri/Kansas
City, Kansas metropolitan area but that upon request Trautschold
will travel to such other places outside of the Kansas City,
Missouri/Kansas City, Kansas metropolitan area as the Company may
reasonably request. All reasonable expenses incurred by
Trautschold in connection with any such travel will be reimbursed
by the Company within fifteen (15) days after receipt of the
monthly invoice submitted by Trautschold.
(d)
It is anticipated
that this Agreement may require on the average thirty to
thirty-five (30-35) hours of work monthly, although there will be
some months during which Trautschold may not perform any services
at all, and, on the other hand, some months in which he will be
required to work in excess of thirty to thirty-five hours.
The hours during which Trautschold performs services hereunder on
any given day shall be determined by him, although Trautschold will
use reasonable efforts to respond timely to and to accommodate the
requests of the Company’s President for his
services.
(e)
As a consultant,
Trautschold will be an independent contractor and will not be
considered an employee of the Company for any purpose.
(f)
Trautschold may
perform services for any other person or firm without the
Company’s prior consent pro
|
