CONSULTING AGREEMENT
THIS
AGREEMENT is made and entered into as of the December 5, 2008 by
and between Albany International Corp. (hereinafter referred to as
the “Company”) and Christopher Wilk (hereinafter
referred to as the “Consultant”).
WHEREAS,
the Consultant is a full time employee of the Company whose
employment will be involuntarily terminated as of January 1, 2009
when his position is eliminated; and
WHEREAS,
the Consultant possesses certain knowledge and skills beneficial to
the business of the Company; and
WHEREAS,
the Company wishes to temporarily utilize the knowledge and skills
of the Consultant in the endeavors of its business following the
termination of his position; and
WHEREAS,
the Consultant wishes to continue to work, by providing services to
the Company from time to time as an independent consultant, as set
forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants and promises
set forth in this Agreement, the receipt and sufficiency of which
are hereby acknowledged, the Consultant and the Company agree as
follows:
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1.
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Creation of Independent
Consultant Relationship
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a.
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The Company and the Consultant
mutually agree that effective January 1, 2009 the Consultant will
commence a relationship with the Company to provide services, as
needed, as an independent consultant. The term of this Agreement
shall be for a period of three months, though the parties may
extend this Agreement upon mutual written consent.
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b.
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During the term of this
Agreement, the Consultant shall, as requested by the Company,
provide the services set forth on Schedule “A” hereto.
The parties agree that the Consultant shall spend a minimum of 40
hours per month, and a maximum of 80 hours per month, discharging
the Consultant’s duties hereunder. The Consultant and the
Company shall mutually agree on the time and location when the
Consultant’s duties hereunder are performed. Consultant shall
report to Ralph M. Polumbo, or his designee. In the event the
Company does not require 40 hours of consulting service in any
month, Consultant will nevertheless be paid for 40 hours of
service.
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c.
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It is agreed that the parties
will discharge their duties using their best efforts.
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d.
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In consideration for the
Consultant’s performance of the Consultant’s duties
under this Agreement, the Company will pay the Consultant at the
rate of $100.00 per hour. Payments shall be made to the Consultant
by the 15 th of each month for the service provided in
the preceding month, commencing February 15, 2009 based upon
records submitted by the Consultant and approved by the Company.
The Consultant represents he has a Social Security number, or
Federal Taxpayer
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Identification number, and will
be solely responsible for any taxes due as a result of the
foregoing payments.
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e.
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The Consultant hereby further
represents that he has independently investigated and satisfied
himself of the income tax and Social Security implications of this
Agreement.
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f.
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All actual and reasonable
expenses incurred by the Consultant in the direct performance of
his duties hereunder will be reimbursed by the Company, upon
presentation of the appropriate documentation, to the extent
consistent with the Company’s travel and expense policy
applicable to the Company’s own employees.
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g.
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The Company and the Consultant
agree that the Consultant is an independent contractor, and is not
an employee of the Company. The Consultant shall not be entitled to
pension, 401(K), health insurance or any other benefits to which
employees of the Company are entitled, whether by contract, policy
or applicable law, except nothing herein shall divest or diminish
the benefits which the Consultant may have already accrued prior to
his resignation.
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2.
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Performance
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The Consultant understands and
agrees that the Company’s obligation to perform under this
Agreement is conditioned upon the Consultant’s performance of
his agreements with, and covenants to the Company, as set forth in
this Agreement. In the event the Consult
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