This
Agreement made and entered into by and between Dana Limited, having
its principal place of business at 4500 Dorr St., Toledo, OH 43697
(hereinafter “Company”), and Robert Fesenmyer, whose
address is 8913 Orchard Lake Road, Holland, OH 43528, a consultant
(hereinafter “Contractor”).
WHEREAS
,
Contractor has great personal and specialized knowledge about auto
industry trends, sales and marketing trends and approaches,
original equipment manufacturer’s needs and products,
manufacturing trends and product sourcing expertise.
WHEREAS
, the
Company desires, to the extent practicable, to retain and secure
for itself the experience, abilities and services of Contractor in
order to avoid the additional cost and expense associated with
discharging its obligations without the benefit of
Contractor’s knowledge and expertise;
NOW,
THEREFORE , in
consideration of the premises and the mutual agreements herein
contained, it is hereby agreed by and between the parties hereto as
follows:
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1.
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Engagement . The Company hereby engages
Contractor as an independent consultant to perform consulting
activities in connection with various sales and marketing
initiatives, plans and processes as well as other matters within
the Contractor’s knowledge and expertise. As such, Contractor
will perform the consulting duties described in paragraph 3 as may
be reasonably requested by the Company through its Chief Executive
Officer, Chief Administrative Officer, Vice President of Strategy
and Business Development or their designees, from time to time
during the Consulting Term.
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The
Company shall (except for phone discussions of less than thirty
minutes in duration in any one business day) give Contractor
reasonable advance notice of its need for Contractor’s
service under the terms of this Agreement, which notice shall
specify with particularity, the dates and expected duration of the
anticipated need for Contractor’s services. Further, except
in the case of an emergency, the scheduling of Contractor’s
services shall be reasonably adjusted to conform to
Contractor’s availability, as it is recognized that
Contractor will be pursuing new employment because of the
elimination of his position with the Company.
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As
specific consideration to ensure the Contractor’s
availability and in addition to the compensation specified in
Paragraph 4 below, the Company will pay to the Contractor a
retainer fee of Ten Thousand Dollars ($10,000) in January,
2009.
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2.
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Consulting Term
. Contractor will be
retained as a consultant by the Company in the consulting position
described in paragraph 1 hereof for a Consulting Term commencing on
January 1, 2009 and continuing until March 31, 2009 (the
“Consulting Term”), unless sooner terminated by two
weeks advance written notice from one party
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to
the other. This Consulting Term may be renewed by a separate
written agreement by the parties.
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3.
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Duties . Contractor is hereby engaged as a
consultant with respect to various sales and marketing matters and
projects to be reasonably determined by Dana including but not
limited to continuation and completion of matters that had
previously been the subject of Contractor’s effort while
employed by the Company and to provide such consulting services in
connection therewith as may be reasonably requested by the Company.
Unless the needed services require physical presence at a specified
location the Contractor will not be required to provide consulting
services at any particular location. In such case the services may
be provided at home or by telephone or mail, or by any other means
mutually agreeable to both parties. Both parties agree that on the
average Contractor will not render services to the Company for more
than forty (40) hours in any week, during the Consulting Term
as it is recognized that Contractor may pursue other
clients.
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4.
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Compensation . For services rendered by
Contractor during the Consulting Term, the Company shall pay
Contractor an hourly consulting fee of One Hundred Seventy Five
Dollars ($175.00). This shall be the only compensation (other than
the reimbursement of expenses pursuant to paragraph 7) that
Contractor shall be entitled to receive from the Company for his
services under this Agreement.
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5.
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Secrecy . During the course of the
Consulting Term, Contractor may learn, become aware of, or be
engaged in the development of information related to the
Company’s or an affiliate’s business that is
s
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