Exhibit 10a
CONSULTING
AGREEMENT
THIS CONSULTING
AGREEMENT ("Agreement") made this 5th day
of January, 2009 by and between Hugh Zentmyer ("Consultant") and
ILLINOIS TOOL WORKS INC., a Delaware corporation
("ITW").
WITNESSETH:
WHEREAS,
Consultant is a
valued former employee of ITW; and WHEREAS, ITW desires to
utilize the special skills and knowledge
of Consultant
subsequent to his voluntary retirement; and
WHEREAS,
Consultant is
willing to provide such services to ITW, provided that he receives
compensation for same.
NOW,
THEREFORE, for and in consideration of the
mutual covenants, promises and agreements herein contained, the
parties agree as follows:
1.
Recitals Each and every one of the
above and foregoing recitals are hereby incorporated into and made
a part hereof as though set forth herein.
2. Engagement
of Consultant ITW agrees to engage
Consultant as an independent consultant and advisor to it,
commencing on the date hereof, with respect to the matters
described in paragraph 3 hereof, and Consultant hereby accepts such
assignment and agrees to perform the special duties hereinafter set
forth.
3.
Duties During the term of this
Agreement, or any extension thereof, Consultant shall serve as
consultant to the Chief Executive Officer. During such term,
Consultant agrees to make himself reasonably available for periodic
consultation with senior executives of ITW and to handle certain
special projects as assigned by ITW. During such term, Consultant
shall not hold any full-time employment and shall not otherwise
engage in consulting or other services that would be reasonably
expected to interfere with the performance of his duties hereunder.
During such term, Consultant shall report to and receive
assignments from ITW's Chief Executive Officer or his
designate.
4.
Term The Agreement shall be
effective for a term of one (1) year unless sooner terminated in
accordance with Section 12 of this Agreement. Upon expiration of
the initial term, the parties shall have the option to extend the
Agreement on a month-to-month basis.
5.
Compensation Subject to the terms of
Section 12 hereof, ITW shall pay Consultant the sum of Twelve
Thousand Dollars ($12,000.00)per month, on the last day of such
month, as compensation for Consultant's services under this
Agreement. In addition, upon the presentation of expense
statements, receipts, vouchers or other evidence of expenses in
form and substance satisfactory to ITW, ITW shall reimburse
Consultant for all reasonable travel on behalf of ITW, telephone,
courier and other business expenses reasonably incurred by
Consultant in the ordinary course of Consultant's services
performed hereunder. Consultant acknowledges and agrees that the
reimbursement of any material expenses incurred outside the
ordinary course shall be subject to prior written authorization of
an appropriate officer of ITW, and that any such reimbursable
travel expenses shall be limited to costs that are consistent with
the style and mode of transportation and other accommodations in
accordance with ITW's travel reimbursement policy.
6.
Independent Contractor It is intended by the parties
hereto that Consultant shall at all times be an independent
contractor hereunder and the supervision and review of his duties
hereunder shall be, in all material respects, consistent with such
intention. This Agreement does not constitute "reemployment" of
Consultant as defined in Section 4,06 of the ITW Retirement
Accumulation Plan. Consultant shall have no authority to assume or
create any obligation, make any representation, promise, bind or
commit ITW in any way except as otherwise provided for herein and
Consultant agrees to indemnify, defend and hold ITW harmless from
and against any liability, cost or expense it may incur as a result
of Consultant's breach of this provision. Consultant shall not be
an agent of ITW for service of process and shall not be given
authority to represent ITW in any capacity, absent written consent
of ITW to the contrary. As consultant and independent contractor,
Consultant will not be eligible for ITW employee benefits, except,
however, as to those benefits in which Consultant has a vested
interest by virtue of his former employment with ITW. ITW will not
be responsible for making FICA payments on behalf of Consultant, or
withholding any monies otherwise due to Consultant for the payment
of income taxes. Notwithstanding the foregoing, if at any time or
times hereafter, ITW reasonably deems that withholding of taxes or
other governmental charges imposed by law are required to be made
under applicable law from the compensation provided for herein, ITW
may, without prior notice, withhold such amounts from the
compensation to be paid hereunder.
7.
Assignment of Patents Consultant hereby assigns to
ITW his entire right, title and interest in any invention or idea,
patentable or not, hereafter made or conceived solely or jointly by
Consultant:
(a)
During the term of
this Agreement and any subsequent employment of Consultant by ITW
and for six (6) months thereafter; and
(b) Which
relates in any manner to the actual or anticipated business of ITW,
its subsidiaries or affiliates, or relates to its actual or
anticipated research and development, or is suggested by or results
from any task assigned to Consultant or work performed by
Consultant for or on behalf of ITW.
Consultant shall
promptly disclose to ITW any invention or idea contemplated by this
paragraph, and upon request, will execute a specific assignment of
title to ITW, and do anything else reasonably necessary to enable
ITW, at its expense, to secure a patent therefore in the United
States and in foreign countries.
8. Expenses
Relating to Patents ITW shall pay the patent
preparation and prosecution expenses for those inventions of
Consultant it wishes to protect with patents. In the event that a
question should arise as to whether or not an application should be
filed on an invention, ITW shall be the sole judge as to whether or
not a patent application should be filed or a public disclosure
made.
9.
Confidential Information Consultant agrees that (except
as may be required by his duties to ITW) he shall not, at any time
or times during the initial term or any extension thereof, and for
five (5) years thereafter, directly or indirectly, (a) use for the
benefit of anyone or any entity or (b) disclose to any third party
or to the public, any confidential or proprietary information or
trade secrets of ITW, which shall include,
but not be limited
to, any technical or non-technical data, formulae, patterns,
compilations, programs, devices, methods, techniques, drawings,
designs, processes, procedures, improvements, models or manuals of
ITW or which
