THIS CONSULTING
AGREEMENT (“Agreement”) is made and entered into by and
between the undersigned Neenah Enterprises, Inc. and its related
entities (“Company”) and the undersigned, Tim Koller,
as an individual (“Consultant” or
“Koller”).
WHEREAS,
Koller will be retiring as Vice President Construction Sales of the
Company in October of 2008; and
WHEREAS,
the Company desires thereafter to retain the services of Koller for
a period of time as a consultant in order to provide transitional
assistance to the Company regarding responsibilities previously
performed by Koller in his role of Vice President Construction
Sales and to further provide consultative efforts to the Company
for the purposes of furthering and developing the business;
and
WHEREAS,
Koller is desirous of entering into such an arrangement,
NOW
THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties mutually agree as
follows:
1.
PERFORMANCE BY CONSULTANT :
A. AVAILABILITY:
Consultant agrees to provide consultative services to the Company
during the term of this Agreement. The specific schedule of
availability and the compensation arrangements associated with same
are outlined in 2. below (Compensation).
B. REPORTING:
The Consultant shall report directly to the president of the
Company, Robert Ostendorf or his designee.
The Consultant
will be paid $10,000 per month during the term of this Agreement in
addition to any supplemental daily fees as defined
below.
In exchange for
this payment of $120,000, the Consultant agrees to provide ten
(10) days of consultative services to the Company per month of
this Agreement. If the Consultant is required to spend more than
ten (10) days in any one month in order to provide
consultative services, the Consultant shall be paid for each
supplemental additional day the sum of $1,500.
The Company will
additionally reimburse the Consultant for all necessary expenses
associated with the performance of his duties including lodging,
meals and travel if same is required to provide said
services.
The Consultant
agrees to provide the Company with a reasonable itemization
including receipts if requested to substantiate all business
related expenses.
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(a)
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Income Taxes.
Consultant shall pay all
taxes and fees (including penalties and interest) imposed by any
Federal, Provincial, State or local government on account of the
receipt of income by Consultant for Services rendered under this
Agreement. Company shall, as required by law, provide Consultant
with IRS Form 1099 (US).
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(b)
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Insurance and
Indemnification . The Company hereby agrees to
ensure and to indemnify and hold harmless the Consultant from any
and all claims and causes of action arising out of the performance
of his duties for the Company as a Consultant to the same extent
that it ensures and indemnifies its officers and
directors.
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