Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT
(the “Agreement”) is made and entered into this
day of
, 2007, by and between AGCO CORPORATION , a Delaware
corporate (“Company”), and Stephen D. Lupton , a
U.S. resident (“Consultant”).
BACKGROUND :
WHEREAS , Company desires to
retain Consultant to provide certain services to Company, and
Consultant desires to provide such services to Company, all subject
to and in accordance with the terms and conditions contained
herein.
NOW, THEREFORE, FOR AND IN
CONSIDERATION of the premise, the mutual promises, covenants
and agreements contain herein, and other good and valuable
consideration, the receipt and sufficiency of hereby acknowledged,
the parties hereto hereby agree as follows:
1. Services .
Subject to the terms and conditions set forth in this Agreement,
Company hereby retains Consultant to provide to Company certain
consulting services as required by the Chief Executive Officer from
time to time (the “Services”), and Consultant agrees to
render the Services to Company. Consultant shall perform the
Services upon the specific request of, and in accordance with the
directions of, Company in each instance. Company may assign this
Agreement to any wholly owned affiliate it so designates.
2. Obligations of
Consultant . In his performance of the Services hereunder,
Consultant shall at all times comply with and abide by the terms
and conditions set forth in this Agreement and all applicable
policies and procedures of Company. Consultant shall further
perform the Services in accordance with all applicable laws, rules
and regulations and by following and applying the highest
professional guidelines and standards.
3. Compensation .
Subject to the terms and conditions set forth in this Agreement,
and as full and complete compensation for the Services, Company
shall pay to Consultant, and Consultant shall accept, an annual fee
of $200,000.00 each year during the Term. Each annual fee shall be
paid annually in advance January 15 of each year of the
Term.
4. Expense
Reimbursement . The Company shall pay or reimburse
Consultant for all reasonable business expenses incurred or paid by
Consultant in the course of performing his duties hereunder,
including but not limited to reasonable travel expenses for
Consultant and his spouse. As a condition to such payment or
reimbursement, however, Consultant shall maintain and provide to
the Company reasonable documentation and receipts for such
expenses.
5. Independent
Consultant . Both Consultant and Company, in the
performance of this Agreement, will be acting in their own separate
capacities and not as agents, employees, partners, joint venturers
or associates of one another. It is expressly understood and agreed
that Consultant is an independent contractor of Company in all
manners and respects and that
Consultant is not authorized to bind Company to any liability or
obligation or to represent that he has any such authority.
Consultant shall be solely responsible for all of his withholding
taxes, social security taxes, unemployment taxes, and
workers’ compensation insurance premiums.
6. Term and
Termination .
(a) Unless
sooner terminated pursuant to the terms hereof of this Agreement
shall commence as of January 1, 2009, and continue for a
period of three (3) years (the “Term”).
(b) Notwithstanding
anything else contained herein to the contrary, and in addition to
any other rights and remedies available at law, in equity or
hereunder, either party hereto may cancel and terminate this
Agreement if the other party fails to correct or cure any material
breach hereunder within thirty (30) days after it receives
written notice of such breach from the non-breaching party.
7.
Non-Competition . Consultant agrees that during the
Term and for a period of eighteen (18) months from the date of
the termination or expiration of this Agreement, he will not,
directly or indirectly, compete with the Company by providing to
any company that is in a “Competing Business” services
substantially similar to the services currently being provided by
Consultant.
8. Nonsolicitation of
Employees . For a period of two years after the termination
or expiration of this Agreement, Consultant shall not, on his own
behalf or on behalf of any other person, partnership, association,
corporation, or other entity, solicit or in any manner attempt to
influence or induce any employee of the Company or its subsidiaries
or affiliates (known by the Consultant to be such) to leave the
employment of the company or its subsidiaries or affiliates, nor
shall he use or disclose to any person, partnership association,
corporation or other entity any information obtained while an
employee of the Company concerning the names and addresses of the
Company’s employees.
9. Nondisclosure of Trade
Secrets . During the term of this Agreement, Consultant
will have access to and become familiar with various trade secrets
and proprietary and confidential information of the Company, its
subsidiaries and affiliates, including, but not limited to,
processes, computer programs, compilations of information, records,
sale procedures, customer requirements, pricing techniques,
customer lists, methods of doing business and other confidential
information (collectively, referred to as “Trade
Secrets”) which are owned by the Company, its subsidiaries
and/or affiliates and regularly used in the operation of its
business, and as to which the Company, its subsidiaries and/or
affiliates take precautions to prevent dissemination to persons
other than certain directors, officers and employees. Consultant
acknowledges and agrees that the Trade Secrets (1) are secret
and not known in the industry; (2) give the Company or its
subs
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