Exhibit 10.2
CONSULTING CONTRACT
THIS CONSULTING
CONTRACT (“Contract”) is made and entered into as of
this 4th day of April, 2007, by and between EMERSON ELECTRIC CO., a
Missouri corporation (“Emerson”), and W. Wayne Withers
(“Consultant”). For purposes of this Contract, the term
“Emerson Entities” means, collectively, Emerson and its
business and operating units and its direct and indirect
subsidiaries and affiliates, as the same may exist now or in the
future, including those corporations or other legal entities in
which Emerson has a direct or indirect ownership or investment
interest of 20% or more.
W I T N E S S E T
H;
WHEREAS,
Consultant was previously employed by Emerson, and
WHEREAS,
Consultant will retire from employment with Emerson at the end of
the day, November 30, 2007, and
WHEREAS, Emerson
desires to retain the services of Consultant, and Consultant
desires to render such services, all upon the terms set forth
herein.
NOW THEREFORE, in
consideration of the premises and mutual covenants and agreements
set forth herein, Emerson and Consultant agree to the
following:
1.
Consulting Term . Consultant is hereby retained by Emerson
as Consultant and independent contractor to provide consulting
services for a period of two (2) years commencing December 1, 2007
and ending November 30, 2009, unless this Contract is (a) sooner
terminated by Emerson in accordance with Section 5 hereof or (b)
extended for one or more term(s) by mutual agreement. For purposes
of this Contract, “Term” shall mean the period during
which Consultant is required to provide consulting services to
Emerson or the other Emerson Entities.
2.
Consulting Services . Consultant agrees that, during the
Term, he will faithfully render consulting and legal advisory
services as directed by the Senior Vice President, Secretary and
General Counsel of Emerson or any other work assignments related to
the conduct of the business of any Emerson Entities as may from
time to time be requested of Consultant by officers of Emerson.
Consultant hereby agrees that he will make himself available to
provide such consulting and legal
1
advisory services
to the Emerson Entities in accordance with the following
schedule:
(a) From
December 1, 2007 to May 31, 2008, Consultant will make himself
available to provide consulting and legal advisory services to the
Emerson Entities on a full-time basis.
(b) From
June 1, 2008 to November 30, 2009, Consultant will make himself
available to provide consulting and legal advisory services to the
Emerson Entities on a part-time basis (equivalent to fifty percent
(50%) of full-time basis).
(c) If
the Term of this Contract is extended, Emerson and Consultant shall
determine the scope of the consulting and legal advisory services
to be provided by mutual agreement.
3.
Consulting Fees . In consideration for the consulting
services and subject to the due performance thereof, Emerson will
pay or cause to be paid to Consultant during the Term compensation
as follows:
(a) Two
Hundred Sixty Thousand Dollars ($260,000) from December 1, 2007 to
May 31, 2008, to be paid to Consultant at the rate of Forty Three
Thousand Three Hundred Thirty Three Dollars ($43,333) per month on
the 15th day of each month.
(b) Three
Hundred Ninety Thousand Dollars ($390,000) from June 1, 2008 to
November 30, 2009, to be paid to Consultant at the rate of Twenty
One Thousand Six Hundred Sixty Six Dollars ($21,666) per month on
the 15th day of each month.
4.
Expenses . Consultant shall be reimbursed for all necessary
and ordinary expenses incurred by Consultant which are directly
associated with the services rendered hereunder and which are not
otherwise reimbursed to him, including by way of example but not
limitation reasonable travel, lodging, meals, and business
entertainment. In addition, Emerson agrees to make secretarial
services available to Consultant as reasonably required by
Consultant solely in connection with the consulting services
provided by Consultant under this Contract. Furthermore, during the
Term, Emerson will continue to pay, or reimburse Consultant for,
Consultant’s leased car and related expenses, financial
planning expenses and for the expenses of a club membership and a
dinner club; provided, however, that such payments or
reimbursements will be deferred for six months to the extent
required under
2
Section 409A of
the Internal Revenue Code, as amended.
5.
Termination . Emerson may, by notice in writing, terminate
this Contract effective immediately upon written notice if
Consultant:
|
|
a)
|
commits any breach of the terms or
conditions hereof or of any other agreements or obligations that
Consultant has with Emerson or any of the Emerson
Entities;
|
|
|
b)
|
fails to perform his duties and
obligations as specified herein;
|
|
|
c)
|
commits acts constituting willful
fraud or dishonesty; or
|
|
|
d)
|
commits fraud or dishonesty against
any of the Emerson Entities or willful conduct involving a third
party which may, in Emerson’s sole discretion, impair the
reputation of, or harm, any of the Emerson Entities, or any
directors, officers, employees or agents of any of the
foregoing.
|
6.
Assignment . In the event that Emerson, or any corporation
or other entity resulting from any merger or consolidation referred
to in this paragraph, merges or consolidates into or with any other
entity or entities, or in the event that substantially all of the
assets of Emerson are sold or otherwise transferred to another
entity, the provisions of this Contract shall be binding upon and
inure to the benefit of the entity resulting from such merger or
consolidation or to which such assets are sold or transferred. This
Contract shall not be assignable by Emerson or by any entity
resulting from any such merger or consolidatio
