EXHIBIT 10.1
CONSULTING AGREEMENT
The J. M. SMUCKER COMPANY, an Ohio
corporation with its principal place of business at Strawberry
Lane, Orrville, Ohio 44667 (“ JMS ”), and Robert
E. Ellis, 2210 Wadsworth Road, Orrville, Ohio 44667, (“
Consultant ”), hereby agree as follows:
1. Recitals
. Consultant has substantial experience and knowledge
relating to JMS’s business, and specifically, its human
resource function and corporate training programs, as well as
business integration matters generally. Due to the
Consultant’s experience, JMS desires to engage him on a
consulting basis to provide advice in these areas. Consultant is
agreeable to providing those services, and it is the purpose of
this Agreement to set forth the terms and conditions upon which
those services will be rendered.
2. Retention and
Description of Services . JMS retains Consultant to
furnish JMS with Consultant’s unique expertise, advice,
consulting and personal services in connection with special
projects relating to the Consultant’s area of expertise or
general business integration matters, in each case, consistent with
the terms of this Agreement (“ Consulting Services
”). The Consultant will provide Consulting Services to JMS on
an as needed basis during the Term. The actual Consulting Services
to be provided by Consultant will be as designated by: (i) the
Chairman or President of JMS or (ii) any other person
designated by the Board of Directors. Consultant shall perform all
Consulting Services on behalf of JMS in a timely, diligent and
professional manner in accordance with the highest commercial
industry standards.
3. Term of Agreement
. This Agreement commences as of January 1, 2008 and
will terminate on December 31, 2008 (the “ Term
”).
4. Place of
Performance . It is understood and agreed by JMS and
Consultant that the nature of the services to be rendered under
this Agreement by Consultant may necessitate a reasonable amount of
travel by him and attendance by him at meetings with JMS personnel
and others that may be located at various locations in the United
States.
5. Compensation
. On or before January 1, 2008, JMS will pay Consultant
a lump sum fee of One Hundred Thousand and no/100 Dollars
($100,000) for his services under this Agreement.
6. Reimbursement of
Expenses . JMS will reimburse Consultant for all
reasonable and necessary out-of-pocket expenses incurred by
Consultant in connection with the rendition of services under this
Agreement with regard to specific, preapproved activities,
including, but not limited to, expenses of travel (other than the
cost of travel between Consultant’s home and office, if any).
Reimbursement of expenses hereunder shall be on a basis consistent
with JMS’s standard corporate expense and travel policies,
including, but not limited to, the required use of JMS’s
designated travel agency for all travel. Consultant understands
that expenses to be
reimbursed by JMS under this Agreement will not include costs and
expenses that would be considered normally incident to the conduct
by Consultant of his business. Any and all reimbursement of
expenses hereunder will be made solely on the basis of itemized
statements submitted by Consultant to JMS’s Corporate
Controller, including actual bills, receipts, or other evidence of
expenditures, in accordance with JMS’s corporate
policies.
7. Consultant an
Independent Contractor . Consultant will furnish
services hereunder as an independent contractor and not as an
employee or agent of JMS or of any company affiliated with JMS.
Consultant shall have no power or authority to act on behalf of,
represent, or bind JMS or any company affiliated with JMS in any
manner. Consultant is not entitled to any medical coverage, life
insurance, participation in any benefit plan, or any other benefits
generally accorded to employees of JMS or its affiliates.
8. No Conflicting
Activities. Consultant covenants that during the term of
this Agreement, he will not, either directly or indirectly, himself
or through any affiliate, carry on, or be engaged in, concerned
with, or interested in, in any manner whatsoever, the development
or marketing of fruit spreads, peanut butter, baking mixes,
toppings, beverages, or other products produced or distributed by
JMS anywhere in the United States or Canada (except for an equity
share investment in a public company whose shares are listed on a
stock exchange or in an over-the-counter market where such share
investment does not in the aggregate exceed five percent of the
issued equity shares of such company), or represent, manufacture
for, or distribute such products for any person who does so
manufacture or market. Consultant agrees that any breach of this
cov
