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CONSULTING AGREEMENT
This
CONSULTING
AGREEMENT is
made and entered into this 17th day of July, 2008, by and between
Collective Brands, Inc., 3231 SE Sixth Avenue, Topeka, KS 66607, a
Delaware corporation, and its parent, subsidiaries and affiliated
companies (“Collective”), and Jay A. Lentz
(“Consultant”), a resident of Lake Lotawana,
Missouri.
In
consideration of the mutual covenants and promises set forth
herein, the parties agree:
1.
Term
. This
Agreement shall commence on August 3, 2008, and shall terminate on
August 2, 2009 (the “Term”). Notwithstanding the
foregoing, this Agreement may be terminated by either party, at any
time, upon 30 days written notice. Collective shall remain
obligated to pay Consultant for consulting services performed under
this Agreement prior to the effective date of
termination.
2.
Services
. (a)
Consultant agrees that he will, when and as requested by the Chief
Executive Officer of Collective, from time to time during the term
of this Agreement, and at such place or places as Collective may
reasonably request, provide non-employee human resource-related
consulting services to Collective as directed by the Chief
Executive Officer of Collective (the
“Services”).
(b)
Consultant is responsible for securing his own office space,
office equipment, and clerical support services, but visiting
office space and appropriate office equipment will be provided
if Consultant is meeting with individuals at Collective
Brands/Collective Licensing/Stride Rite offices. Consultant
may arrange the time and manner of performance of the
consulting services and will not be expected to maintain a
schedule of duties or assignments except as needed to meet
deadlines established by Collective. Collective shall specify
milestones, meeting and conference schedules, and due date for
deliverables as necessary.
3.
Fee .
(a) Collective agrees to pay Consultant (i) a monthly retainer of
$6,000.00 for Services rendered of up to two days per month for the
first six months of the Agreement; and (ii) a monthly retainer of
$3,000.00 for Services rendered of up to one day per month for the
last six months of the Agreement, payable on the 15
th of
each month. If Consultant has received pre-approval from the Chief
Executive Officer of Collective to perform Services in excess of
the monthly maximum requirements, Collective will pay Consultant at
the daily rate of $3,000 for such Services. Provided, however, the
scope and deliverables for any special projects will be negotiated
by Consultant and the Chief Executive Officer of Collective. These
payments will not be subject to any payroll taxes or deductions,
income withholding taxes, social security taxes, or any other taxes
that are customarily deducted from wages. Consultant will be
provided an IRS Form 1099 reflecting such payments.
(b)
Each payment hereunder shall be considered a separate payment
for purposes of Code Section 409A. It is anticipated that,
effective August 2, 2008, the level of Services performed by
Consultant will not exceed 20% of the average level of
services performed by Consultant for Collective over the
36-month period ending August 2, 2008. Accordingly, Consultant
will experience a separation from service on August 2, 2008,
under the provisions of Section 409A of the Internal Revenue
Code of 1986, as amended.
4.
Invoices
. Consultant
shall furnish Collective with invoices on a monthly basis for any
Services performed in the preceding month in excess of the
retainer. Collective will also reimburse Consultant for all
reasonable and necessary travel related expenses incurred during
the course of providing the Services, including mileage, overnight
travel, lodging, meals, long distance telephone calls, or other
related expenses in accordance with Collective’ reimbursement
policies in effect during the Term of this Agreement. Consultant
shall furnish Collective with an itemized invoice for Services
performed during each month of this Agreement in excess of the
retainer, and for any expenses incurred, which will be paid no
later than 30 days after receipt of the invoice by Collective. Each
invoice will set forth in reasonable detail the Services performed
and days on which such Services were performed and the related
expenses. Collective may, without breach of this Agreement,
withhold payment of any particular invoice item that it disputes
reasonably and in good faith, conditional upon Collective providing
to Consultant, by the due date of the invoice or promptly
thereafter, written notification of the amount in dispute including
sufficient detail to describe the nature and particulars of the
dispute. The parties shall diligently and in good faith attempt to
resolve the dispute.
5.
Relationship Between the Parties
. (a)
Consultant is engaged by Collective only for the purpose and to the
extent set forth in this Agreement and his relationship shall at
all times be a consultant rather than a co-venturer, partner,
agent, or employee of Collective. Consultant is responsible for the
payment of all federal, state and local income/earnings taxes on
all sums paid to him by Collective and understands that Collective
is n
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