Exhibit 10.1
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT
(“ Agreement ”) effective as of the 30
th day of April, 2007, between H&E EQUIPMENT
SERVICES, INC. (“ H&E ”), whose
principal mailing address is 11100 Mead Road, 2 nd
floor, Baton Rouge, Louisiana 70816, and GARY W. BAGLEY
(“ Consultant ”), whose mailing address is 9
Altawood Drive, Salt Lake City, Utah 84092.
RECITALS
:
WHEREAS, H&E is the
successor by statutory merger of H&E Equipment Services L.L.C.,
effective February 3, 2006, and of Head & Engquist
Equipment, L.L.C., and ICM Equipment Company L.L.C., effective
June 17, 2002;
WHEREAS, H&E is engaged in
the business of selling, renting, and servicing manufacturing,
industrial, construction, and mining equipment, and the provision
of related services;
WHEREAS , H&E has
heretofore employed Consultant as a consultant pursuant to a
Consulting and Noncompetition Agreement dated July 31, 2004
(“ Noncompetition Agreement ”), and as an
officer and its Chairman pursuant to an Employment Agreement,
initially dated February 4, 1998, and amended subsequently
with the third and final amendment dated as of June 14, 2002
(“ Employment Agreement ”); and,
WHEREAS, Consultant
acknowledges extinguishment of the Noncompetition Agreement and the
Employment Agreement, and H&E and Consultant now desire to have
Consultant provide his services pursuant to the terms of this
Agreement.
NOW, THEREFORE, in
consideration of the premises and of the mutual agreements
hereinafter set forth, the parties declare and agree as
follows:
W I T N E S S E T
H:
1. Term and Duties .
H&E hereby appoints and engages Consultant, for a period of
five (5) years (the “ Consulting Period ”)
commencing on the date hereof, as a consultant to H&E and its
affiliates and subsidiaries, including but not limited to Great
Northern Equipment, Inc. and H&E Equipment Services
(California), LLC, of all matters directly or indirectly related to
H&E’s business. The Consultant shall be available to
furnish such consulting services hereunder as may be reasonably
requested by the Board of Directors, the CEO and/or the CFO of
H&E
2. Compensation, Etc .
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(a)
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As full and complete compensation for any and
all services which the Consultant may render hereunder, H&E
shall pay Consultant the sum of $167,000.00 per annum, together
with a cost-of-living increase of four percent (4%) compounded
annually. Consultant shall be responsible for all federal and state
taxes and other payments as required by applicable law. The fee
shall be paid in equal portions to Consultant bi-weekly.
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(b)
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H&E will reimburse Consultant for all
reasonable and actual out-of-pocket expenses incurred by him in the
performance of his duties hereunder upon presentation of
appropriate documentation.
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(c)
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Consultant will be provided an office,
appropriate office supplies and equipment, and such support and
secretarial staff as is reasonably needed by Consultant to meet his
obligations under this Agreement. The expenses of the office and
staff will be paid by H&E.
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(d)
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In keeping with past treatment of retiring
senior executive officers of H&E, H&E will, during the
Consulting Period, continue to provide the Consultant and his
spouse with the hospitalization and medical
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