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Exhibit 10.2 CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (
"Agreement" ) is entered into as of February 1st,
2009 between HORIZON LINES, INC. ( "Horizon" ) and
JOHN W. HANDY, an individual resident of the State of North
Carolina ( "Consultant" ).
Horizon and its affiliates are in the
business of providing transportation and logistics services in the
US non-contiguous domestic trades, and various activities
incidental or related thereto (collectively, the "Business").
Consultant has knowledge and expertise in Government Affairs ,
transportation logistics, and dealings with US governmental
customers related to the Business which are of value to Horizon..
IT IS, THEREFORE, AGREED:
1. Horizon hereby engages
Consultant to provide periodic consulting, advice, and assistance
to Horizon and its affiliates with regard to the Business and as
requested by Horizon. Consultant shall perform his services from
any mutually agreed location, and Consultant understands that
reasonable travel and temporary assignments will be required in the
performance of his services.
2. For the services to be
provided by Consultant hereunder, Horizon shall pay Consultant the
following: i) base compensation of
US$10,000 per calendar quarter with first payment due on April 1st,
2009. ii) reimbursement for
reasonable out-of-pocket travel and related expenses incurred by
Consultant directly in performing his services hereunder (upon
Consultant’s submission of detailed verification).
3. This Agreement, and
Consultant’s consultancy hereunder, shall have a term
commencing as of April 1st , 2009 and continuing until
December 31, 2010; provided, however, that this Agreement and
Consultant’s consultancy may be continued for a term to be
mutually agreed upon by the parties upon at least thirty
(30) days written notice to Consultant prior to the end of the
initial term specified in the immediately foregoing clause. This
Agreement shall terminate and become null and void upon the death
or permanent disability of Consultant.
4. Consultant is an independent
contractor with respect to Horizon and this Agreement.
Consultant’s consultancy to Horizon under this Agreement
shall not render Consultant an employee, partner, agent of, or
joint venturer with Horizon for any purpose. Nothing contained in
this Agreement shall be construed or applied to create a
partnership, agency, employment, or joint venture relationship;
provided that Horizon may, from time to time in specific,
identified circumstances, direct Consultant ,in writing, to act as
Horizon’s agent with regard to the Business. Horizon shall
not be responsible to any party for acts, obligations, or defaults
of Consultant nor, except as expressly set forth
in the previous sentence, shall Consultant have any right or
authority, express or implied, to act on behalf of, or to commit,
obligate, or bind Horizon in any manner whatsoever.
5. Consultant will not, directly
or indirectly, in connection with this Agreement and/or
Consultant’s services hereunder, offer, pay, promise to pay,
or authorize the giving of money or anything of value to any
government official, union official, any officer or employee of any
public international organization, to any political party or
official thereof or to any candidate for political office; or to
any other person, while knowing or being aware of a high
probability that all or a portion of such money or thing of value
will be offered, given, or promised, directly or indirectly, to any
government official, union official, any officer or employee of any
public international organization, to any political party or
official thereof, or to any candidate for political office, for the
purpose of:
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influencing any act or decision of such official, officer,
employee, political party, party official, or candidate in his or
its official capacity; or
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inducing such official, officer, employee, political party, or
candidate to use his or its influence with the government or
instrumentality thereof (including but not limited to a government
oil company) or organization to affect or influence any act or
decision of such government or instrumentality or organization, or
to
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