Exhibit 10.1
CONSULTING AGREEMENT
This
Agreement is made and entered into this 16th day of
May 2008, by and between Goodrich Corporation
(“Goodrich”) and John J. Grisik
(“Consultant”), as follows:
In
consideration of and subject to the provisions of this Agreement,
Consultant will provide, during the Consulting Term (as defined
herein), the Services (as defined herein) in accordance with the
following terms and conditions:
| 1. |
|
Services .
Consultant shall render consulting services, as required by the
Chief Executive Officer of Goodrich, or his designees, (i) to
develop and refine the Goodrich Strategic Plan and (ii) to
assist with any other projects or initiatives (the
“Services”). Consultant shall be reasonably available
to Goodrich averaging four (4) days per month during the
Consulting Term (as defined herein). Consultant shall also be
reasonably available to travel on business for Goodrich. In
rendering the Services, Consultant shall comply with all Goodrich
policies and procedures.
|
| 2. |
|
Consulting Term
. This Agreement shall become effective on June 1, 2008
and shall continue through November 30, 2008 (the
“Consulting Term”). This Agreement shall not be renewed
by its own terms, and any further rendition of services by
Consultant beyond November 30, 2008 shall require the execution of
a new consulting agreement.
|
| |
| 3. |
|
Compensation
.
|
| |
a. |
|
Consulting Fee
. Consultant shall receive Eleven Thousand and no/100
Dollars ($11,000.00) per month (the “Consulting Fee”)
for the Services provided under this Agreement.
|
| |
| |
b. |
|
Reimbursable
Expenses . Goodrich shall reimburse Consultant for
approved and reimbursable expenses incurred by Consultant in
providing the Services, which shall include expenses for the actual
cost of transportation (including first class air travel),
subsistence and related incidental expenses. Travel arrangements
shall be coordinated through Carlson Wagonlit. Such expenses must
be approved in advance in connection with the Services, and of the
kind and nature normally reimbursed by Goodrich, in accordance with
Goodrich standard policies and procedures.
|
| |
| |
c. |
|
Invoice .
Consultant shall provide an invoice for all amounts due under this
Agreement at the end of each month in which Services are provided.
Such invoice shall include a specific description of Services
provided. Such invoices shall be sent to Goodrich Corporation, 2730
West Tyvola Road, Charlotte, NC 28217; Attention: Jennifer
Pollino.
|
| 4. |
|
Taxes; Independent
Contractor . Consultant shall render the Services
hereunder as an independent contractor and not as an employee,
agent, partner, or joint venturer of Goodrich or any of its
subsidiaries, divisions, affiliates or related entities. Consultant
is not authorized to, nor shall he make any attempt to, make any
commitments, agreements or binding obligations for or on behalf of
Goodrich unless previously authorized by the Chief Executive
Officer or his designees. Consultant shall receive, as total and
sole compensation for the Services, the amounts set for in
Paragraph 3. Consultant shall be responsible for payment of
all taxes and other charges of whatever nature on the compensation.
Consultant will prepare and file all necessary and appropriate tax
forms, returns and other tax and regulatory filings to reflect
Consultant’s independent contractor status. The compensation
paid to Consultant shall constitute full payment and satisfaction
for all services of every kind and connection with the Services. As
an independent contractor, Consultant shall not be eligible by
reason of this Agreement to participate in any benefit, insurance,
compensation, bonus, vacation, severance, health and welfare or
retirement program offered at any time by Goodrich to Goodrich
employees. This Agreement shall not, however, affect any rights or
benefits Consultant has or is entitled to by virtue of his prior
status as an employee of Goodrich or other agreements entered into
by Consultant and Goodrich prior to the effective date of this
Agreement.
|
| 5. |
|
Confidential
Information/Work Product . In the course of
providing Services, Consultant will be furnished with certain data
and information that is confidential or proprietary to Goodrich,
affiliates of Goodrich and/or third parties. As a condition to the
commencement and continuance of this Agreement, Consultant shall
keep such data and information strictly confidential in accordance
with the following terms:
|
| |
a. |
|
Confidential
Information . Consultant agrees that all information
furnished or disclosed to Consultant by Goodrich or which is
otherwise obtained from Goodrich and/or its subsidiaries,
divisions, affiliates or related entities (whether written, oral or
by visual inspection) together with all Work Product (as defined
herein) in connection with the performance of Services (the
“Confidential Information”) shall be received,
maintained and protected in confidence by Consultant and shall not
be disclosed to any other person or entity or used by Consultant in
any way or for any other person or entity, except as is
specifically agreed to in advance in writing by Goodrich. All
Confidential Information shall be used solely for the purposes of
providing the Services. Consultant’s confidentiality
obligations with respect to Confidential Information shall continue
indefinitely and shall surv
|
|
