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Consulting Agreement Dated May 26, 2005

Consulting Services Agreement

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Governing Law: Florida     Date: 5/26/2005
Industry: Construction Services     Sector: Capital Goods

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      THIS CONSULTING AGREEMENT , dated as of May 26, 2005 (the “ Agreement ”), between Dycom Industries, Inc., a Florida corporation, which includes any and all of its subsidiaries or affiliates (collectively, the “ Company ”) and Michael K. Miller (the “ Executive ”).

      WHEREAS , the Executive is currently employed by the Company;

      WHEREAS , the Company and the Executive have agreed that the Executive will become a consultant to the Company, effective as of July 11, 2005;

      WHEREAS , the parties intend that this Agreement shall set forth the terms regarding the Executive’s consulting services to the Company; and

      NOW, THEREFORE , in consideration of the covenants and agreements hereinafter set forth in this Agreement, the parties hereto hereby agree as follows:

     1.  Consulting Engagement .

     (a)  General . The Executive and the Company agree that as of July 10, 2005 (the “ Effective Date ”) the Company will engage the Executive as a consultant, and the Executive hereby accepts such engagement with the Company, for the period set forth in Section 1(b) of this Agreement in accordance with the terms and conditions hereof. The Company and the Executive agree that, effective as of the Effective Date, the Executive shall cease to be an employee of the Company and will have no offices, positions and capacities with the Company.

     (b)  Consulting Period . The period during which the Executive shall be engaged as a consultant by the Company (the “ Consulting Period ”) shall commence on the Effective Date and end on March 11, 2006.

     (c)  Consulting Services . The Executive shall provide consulting services to the Company on a non-exclusive basis. During the Consulting Period, the Executive agrees to make himself available to the Company at such times (taking reasonable account of the Executive’s other time commitments) and places and in such manner as shall be reasonably determined by the Chief Executive Officer of the Company. Notwithstanding the foregoing, in the event the Executive obtains full time employment during the Consulting Period, the Executive will only be required to make himself available the Company by telephone at such times (taking into account the Executive’s other time commitments, including, without limitation, his duties to any subsequent employer) as shall be mutually determined by the Chief Executive Officer of the Company and the Executive.

     (d)  Consulting Fees . In consideration for the consulting services provided pursuant to this Agreement, the Company shall pay the Executive an aggregate of $161,500, in substantially equal installments for the period beginning on the Effective Date and ending on March 11, 2006.



Such payments shall be made as soon as practicable following the end of the month to which the payment relates, but not later than fifteen (15) days following the end of such month.

     (e)  COBRA Continuation Benefits . As of the Effective Date, the Executive shall be eligible to continue participation under the Company’s group health insurance plan to the extent permitted under Section 4980B(f) of the Internal Revenue Code of 1986, as amended (“ COBRA ”). The Company shall reimburse the Executive for his COBRA premiums to the extent of the Company’s contribution to the group health insurance plan premiums for then current employees of the Company, until the earlier of (x) the date the Executive becomes eligible for group health insurance coverage as the result of his accepting employment with a subsequent employer or (y) June 11, 2006. The Executive agrees to give the Company notice within 10 business days following the date he becomes eligible for group health insurance coverage with a subsequent employer.

     2.  Termination of Prior Agreements and Understandings . Except as expressly provided herein, as of the Effective Date, any written or oral agreements or understandings between the Executive and the Company are void and of no further force and effect and this Agreement shall supersede all prior agreements or understandings between the Executive and the Company.

     3.  No Other Benefits . As of the Effective Date, the Executive shall not be eligible to participate in any benefit plan or program for employees of the Company, including without limitation any incentive, bonus or similar compensation plan or arrangement. Without limiting the generality of the preceding sentence, the Executive acknowledges and agrees that in consideration of the payments and benefits to be provided under this Agreement, the Executive shall not be entitled to any other severance or similar benefits under any plan, program, policy or arrangement, whether formal or informal, written or unwritten, of the Company, or to any other bonus or incentive payment for the fiscal year ending July 30, 2005 or any other period.

     4.  Return of Property . The Executive represents and warrants that on or prior to the Effective Date he will return all property made available to him in connection with his service to the Company to Richard Dunn, including, without limitation, credit cards, any and all records, manuals, reports, papers and documents kept or made by the Executive in connection with his employment as an officer or employee of the Company, all computer hardware or software, cellular phones, files, memoranda, correspondence, vendor and customer lists, financial data, keys and security access cards; provided , however , that, subject to the Executive’s compliance with Section 6(a), he may retain his laptop computer.

     5.  Covenants . (a) Confidential Information . The Executive shall not now, or at any time, directly or indirectly, disclose to any person, entity or other organization or appropriate for his own use or the use of others any confidential information, except as otherwise required by applicable law and in accordance with this Section 5. For purposes of this Agreement, “confidential information” means information concerning the business or financial affairs of the Company which has not been disclosed publicly by the Company. Confidential information may include, without limitation, client lists of the Company, its respective trade secrets and technological know-how, confidential information about (or provided by) any customer or supplier, or prospective or former customer or supplier, information concerning the



business or financial affairs of the Company, including books and records, commitments, procedures, plans and prospectus, strategies, or current or prospective transactions or business, and any other “inside information”. In the event the Executive believes he is, or has reason to believe he will be, required by any applicable law, discovery request and/or legal process to disclose any confidential information (as herein defined) the Executive shall provide the Company’s General Counsel with written notice as soon as practicable and, if possible, given the date of his receipt of such discovery request and/or legal process, such notice shall be provided no less than 5 business days prior to any such disclosure.

     (b)  Non-Solicitation. As a separate and independent covenant, the Executive agrees with the Company that, during the 12-month period following the Effective Date, he will not in any way, directly or indirectly (i) call upon, solicit, advise or otherwise do, or attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of the Company or (ii) solicit, induce, hire, attempt to hire, interfere with or attempt to interfere with, any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of the Company.

     (c)  Remedies. (i) The Executive agrees that the breach by him of any of the covenants in this Section 5 is likely to result in immediate and irreparable harm, directly or indirectly, to the Company. The Executive, therefore, consent and agree that if he violates any of such covenants, the Company shall be entitled, among and in addition to any other rights or remedies available under this Agreement or at law or in equity, to temporary and permanent injunctive relief, without bond or other security, to prevent the Executive from committing or continuing a breach of such covenants. Such injunctive relief in any court shall be available to the Company, in lieu of, or prior to or pending determination in, any arbitration proceeding.

     (ii) In addition, if the Executive breaches any of his obligations under this Section 5, in addition to any other remedies available to the Company under this Agreement or at law or in equity, the Company may, upon written notice to him, cease to make any payments or provide any benefits that may otherwise be due to the Executive under this Agreement.

      (d) Enforcement. It is the desire, intent and agreement of the Executive and the Company that the restrictions placed on him by this Section 5 be enforced to the fullest extent permissible under the law and public policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and to the extent that any portion of this Section 6 shall be adjudicated to be unenforceable, such portion shall be deemed amended to delete therefrom or to reform the portion thus adjudicated to be invalid or unenforceable, such deletion or reformation to apply only with respect to the operation of s

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