FRIEDMAN INDUSTRIES
INCORPORATED
JACK FRIEDMAN
This Agreement
(this “Agreement”) is entered into on October 31,
2008, by and between Friedman Industries, Incorporated, a Texas
corporation (the “Company”), and Jack Friedman
(“Consultant”).
WHEREAS,
Consultant is a director of the Company and previously served as
Chairman of the Board and Chief Executive Officer of the Company
from 1972 until his retirement in 2006;
WHEREAS,
Consultant’s knowledge, expertise, experience and skills are
valuable to the Company and the Company wishes to retain Consultant
in order to utilize his knowledge, expertise, experience and
skills, on the terms and conditions set forth below;
NOW, THEREFORE, in
view of the foregoing, the mutual promises and agreements contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and
Consultant, intending legally to be bound, agree as
follows:
1.
Engagement. The Company hereby agrees to engage Consultant,
upon the terms and conditions of this Agreement, and Consultant
hereby accepts such engagement.
2.
Term. Subject to the specific provisions for termination set
forth in Section 7 hereof, the term of this Agreement shall be
for the period beginning on the date hereof and ending on
December 31, 2009, and shall automatically renew thereafter
for additional successive one-year periods unless and until the
Company shall send Consultant written notice of termination on or
prior to the 90 th day preceding the last day of the then
applicable one-year renewal period (the
“Term”).
3. Nature
of Relationship. The Company and Consultant hereby expressly
acknowledge and agree that (a) Consultant is to provide
advisory and consulting services to the Company in the capacity of
an independent contractor and not as an employee of the Company and
the Company is to have no right to control or direct the manner in
which such services are to be performed and (b) Consultant is
not authorized to enter into any contract or agreement on behalf of
the Company or any affiliate of the Company without the prior
written authorization of such party. Consultant agrees to make no
representation to any person or entity inconsistent in any manner
with the provisions of the preceding sentence.
(a)
General . During the Term, Consultant agrees to provide such
advisory or consulting services to the Company as may be requested
by the Board of Directors of the Company (the “Board”),
the Chief Executive Officer of the Company or any Senior Vice
President of the Company from time to time during the Term.
Consultant will comply with all provisions of all applicable laws,
with all corporate documents governing the conduct of the business
and affairs of the Company and with all policies of the
Company.
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(b)
Other Activities . Notwithstanding the provisions of this
Section 4 or any other provisions hereof, it is understood
that during the Term, Consultant may engage in such activities on
such terms and conditions for such other person as Consultant in
his sole discretion shall desire so long as such activities do not
interfere materially with or detract materially from
Consultant’s performance of his duties hereunder.
Notwithstanding the immediately-preceding sentence, during the
Term, Consultant may not engage in any activities for or any other
company that currently or in the future is engaged in any manner in
any business in which the Company or any of its subsidiaries is
then engaged.
5.
Compensation. For all the duties to be performed by
Consultant hereunder, during the Term, Consultant shall receive a
salary at an annual rate of $13,200.00, which monthly amount shall
be $1,100.00. Such salary shall be payable to Consultant in
installments in accordance with the Company
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