THIS
CONSULTING AGREEMENT (the “Agreement”) is made and
entered into this ______ day of _________, ______, by and between
AGCO CORPORATION , a Delaware corporate
(“Company”), and Norman L. Boyd , a U.S.
resident (“Consultant”).
WHEREAS ,
Company desires to retain Consultant to provide certain services to
Company, and Consultant desires to provide such services to
Company, all subject to and in accordance with the terms and
conditions contained herein.
NOW,
THEREFORE, FOR AND IN CONSIDERATION of the premise, the mutual
promises, covenants and agreements contain herein, and other good
and valuable consideration, the receipt and sufficiency of hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
Services . Subject to the terms and conditions set
forth in this Agreement, Company hereby retains Consultant to
provide to Company certain consulting services as required by the
Chief Executive Officer from time to time (the
“Services”), and Consultant agrees to render the
Services to Company. Consultant shall perform the Services upon the
specific request of, and in accordance with the directions of,
Company in each instance. Company may assign this Agreement to any
wholly owned affiliate it so designates.
2.
Obligations of Consultant . In his performance of the
Services hereunder, Consultant shall at all times comply with and
abide by the terms and conditions set forth in this Agreement and
all applicable policies and procedures of Company. Consultant shall
further perform the Services in accordance with all applicable
laws, rules and regulations and by following and applying the
highest professional guidelines and standards.
3.
Compensation . Subject to the terms and conditions
set forth in this Agreement, and as full and complete compensation
for the Services, Company shall pay to Consultant, and Consultant
shall accept, an annual fee of $200,000.00 each year during the
Term. Each annual fee shall be paid annually in advance
January 15 of each year of the Term.
4.
Expense Reimbursement . The Company shall pay or
reimburse Consultant for all reasonable business expenses incurred
or paid by Consultant in the course of performing his duties
hereunder, including but not limited to reasonable travel expenses
for Consultant and his spouse. As a condition to such payment or
reimbursement, however, Consultant shall maintain and provide to
the Company reasonable documentation and receipts for such
expenses.
5.
Independent Consultant . Both Consultant and Company,
in the performance of this Agreement, will be acting in their own
separate capacities and not as agents, employees, partners, joint
venturers or associates of one another. It is expressly understood
and agreed that Consultant is an independent contractor of Company
in all manners and respects and that
Consultant is
not authorized to bind Company to any liability or obligation or to
represent that he has any such authority. Consultant shall be
solely responsible for all of his withholding taxes, social
security taxes, unemployment taxes, and workers’ compensation
insurance premiums.
6.
Term and Termination .
(a) Unless
sooner terminated pursuant to the terms hereof of this Agreement
shall commence as of January 1, 2010, and continue for a
period of three (3) years (the “Term”).
(b) Notwithstanding
anything else contained herein to the contrary, and in addition to
any other rights and remedies available at law, in equity or
hereunder, either party hereto may cancel and terminate this
Agreement if the other party fails to correct or cure any material
breach hereunder within thirty (30) days after it receives
written notice of such breach from the non-breaching
party.
7.
Non-Competition . Consultant agrees that during the
Term and for a period of eighteen (18) months from the date of
the termination or expiration of this Agreement, he will not,
directly or indirectly, compete with the Company by providing to
any company that is in a “Competing Business” services
substantially similar to the services currently being provided by
Consultant.
8.
Nonsolicitation of Employees . For a period of two
years after the termination or expiration of this Agreement,
Consultant shall not, on his own behalf or on behalf of any other
person, partnership, association, corporation, or other entity,
solicit or in any manner attempt to influence or induce any
employee of the Company or its subsidiaries or affiliates (known by
the Consultant to be such) to leave the employment of the company
or its subsidiaries or affiliates, nor shall he use or disclose to
any person, partnership association, corporation or other entity
any information obtained while an employee of the Company
concerning the names and addresses of the Company’s
employees.
9.
Nondisclosure of Trade Secrets . During the term of
this Agreement, Consultant will have access to and become familiar
with various trade secrets and proprietary and confidential
information of the Company, its subsidiaries and affiliates,
including, but not limited to, processes, computer programs,
compilations of information, records, sale procedures, customer
requirements, pricing techniques, customer lists, methods of doing
business and other confidential information (collectively, referred
to as “Trade Secrets”) which are owned by the Company,
its subsidiaries and/or affiliates and regularly used in the
operation of its business, and as to which the Company, its
subsidiaries and/or affiliates take precautions to prevent
dissemination to persons other than certain directors, officers and
employees. Consultant acknowledges and agrees that the Trade
Secrets (1) are secret and not known in the industry;
(2) give the Company or its subsidiaries or affiliates an
advantage over
|
