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Exhibit
10.5
TECO ENERGY,
INC.
AGREEMENT FOR CONSULTING
SERVICES
THIS CONSULTING
AGREEMENT (the “Consulting Agreement” ),
made and entered into this 11th day of June, 2007 by and between
TECO ENERGY, INC., a Florida corporation, which has its
business address at 702 North Franklin Street, Tampa, Florida
33602, hereinafter referred to as “Company”, and
Sheila M. McDevitt, P.L. hereinafter referred to as
“Consultant”, whose address is 16750 Gulf Boulevard,
#215, N. Redington Beach, Florida 33708.
WITNESSETH:
THAT
WHEREAS, the Company
and the Consultant’s principal have entered into a Voluntary
Retirement Agreement and General Release dated as of June 11,
2007 (the “Agreement” ) and has retired from her
position as Senior Vice President – General Counsel and Chief
Legal Officer effective July 1, 2007.
WHEREAS, the Company
proposes to contract for the Consultant’s services as
described and on an “as required” basis beyond the
services subject to the Retainer Amount to be directed and
administered by the Chief Executive Officer, his successor and/or
his designee, hereinafter referred to collectively as
“Company Representative.”
WHEREAS, the Company
desires to engage the Consultant to perform certain professional
services in accordance with this Consulting Agreement.
WHEREAS, the
Consultant desires to provide such professional services in
accordance with this Consulting Agreement.
NOW, THEREFORE, the
valuable considerations and the mutual benefits which will accrue
to the parties, the parties agree as follows:
1 . PURPOSE.
The purpose of this Consulting Agreement is to set forth the
obligations, responsibilities, terms and conditions applicable to
the parties in the event the Consultant performs Services and other
work for the Company. This Consulting Agreement does not authorize
the Consultant to provide any services or perform any other work
(collectively “Services”) for the Company, but the
terms and conditions of this Consulting Agreement shall be
applicable to any services performed hereunder by the Consultant
when requested by the Company Representative.
2.
SERVICES.
(a) The Consultant shall
perform all of the Services for the Company which is assigned
orally or in writing by the Company Representative; provided that
it shall work a minimum of 60 hours per month. Said Services shall
be generally related to Consultant’s background and
experience and will include, among other things, the completion of
certain legal matters currently under her control and identified
prior to her retirement from the Company, assist in transition
matters related to the new general counsel, continue certain
oversight and development of corporate communications, transition
matters associated with compliance and corporate secretary and such
other legal, strategic or other matters that may be assigned from
time to time. During the term of this
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Consulting Agreement the Consultant
shall not be authorized to act as an agent for the Company and
shall not have the authority to bind the Company unless such
authority is specifically given to the Consultant in connection
with the responsibilities assigned to her pursuant to this
Consulting Agreement.
(b) During the term of this
Consulting Agreement, the Consultant agrees to make herself
available to perform the Services requested by the Company.
Further, Consultant agrees to conduct herself in a manner
consistent with Company policy and to refrain from engaging in any
conduct which holds the Company up to ridicule in the community or
which jeopardizes or adversely affects the business or reputation
of the Company.
3. TERM. This
Consulting Agreement shall commence on July 1, 2007, and
remain in full force and effect for a period of six (6) months
and shall expire automatically at the end of the business day on
December 31, 2007. The Agreement may be extended upon mutual
written agreement through a simple letter agreement changing the
term and any other items that differ from the terms
hereof.
4. RETAINER AND
FEES.
(a) The Company shall pay the
Consultant as a retainer the amount of $12,500.00 per month
(“Retainer Amount”) and direct out-of-pocket expenses
which are reasonable and necessary for the performance of the
Services authorized herein and supported by the appropriate
documentation. This Retainer Amount shall cover all routine
matters, administrative and oversight work related to and the
performance of the assigned Services under this Consulting
Agreement not to exceed sixty (60) hours per month.
(b) The Company shall pay the
Consultant at the rate of $175.00 per hour for all Services
performed in excess of 60 hours per month.
(c) The Company shall not
provide Consultant any pension, insurance, workers’
compensation insurance, medical coverage or similar benefits in
connection with Services performed hereunder, nor shall it be
responsible for the payment of any taxes on behalf of the
Consultant as more fully described in Section 8. hereof.
Consultant shall provide the Company with its tax identification
number which shall be included on each invoice.
5. INVOICING AND
PAYMENTS. Invoices and payments shall be made as
follows:
(a) The Consultant shall
invoice the Company by the fifteenth (15 th ) day following each month for the
retainer amount, including the Services performed for the Retainer
Amount and for any Services in excess of the 60 hours per month at
the hourly rate set out in Section 4 above. Each invoice shall
include all hours actually worked during the previous month in the
manner described in Paragraph 5.(b) hereof. Said invoices shall
also include out-of-pocket expenses as provided in Section 4
above.
(b) All invoices for payment
under this Consulting Agreement shall be in accordance with all
provisions stated herein. The Consultant shall itemize the billing,
indicating the nature of the Services performed, the number of
hours worked, and the applicable monthly rate or hourly
rate.
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6. CONFIDENTIALITY AND
CONFLICT OF INTEREST
(a) The Consultant recognizes
and acknowledges that during the course of its consulting
engagement with the Company covered by this Consulting Agreement,
it has been exposed to, has had access to, and has had disclosed to
him information and material developed specifically by and for the
benefit of the Company and sensitive and/or proprietary
information, operations procedures and information, financial, rate
design, rate base and rate making information and procedures and
specific Company procedures related thereto, business and strategic
plans, existing or potential commercial or other business
arrangements, and to other matters, including without limitation,
trade secrets, trademarks, service marks, trademarked and
copyrighted material, patents, patents pending, financial and data
processing information, data bases, interfaces, and/or source
codes, Company procedures, specifications, commercial information,
technological improvements or other Company or Customer records as
described in Tampa Electric Company Administrative Policies I.8.7
and 1.12, including any information or material, belonging to
others which has been provided to the Company on a confidential
basis, all of which are hereinafter referred to as
“Confidential Information.”
(b) The Consultant agrees to
maintain, in strict confidence, the Confidential Information and
agrees not to disclose to any third party or to use same to benefit
herself or any third party (other than Consultant’s financial
and legal advisors) the Confidential Information or the fact of,
the terms of or the amount of the consideration paid as part of
this Consulting Agreement. The Consultant shall be prohibited from
using, duplicating, reproducing, copying, distributing, disclosing
such Confidential Information regardless of form or purpose,
including without limitation, verbal disclosure, data, documents,
electronic media or any other media form. Any other information of
a confidential or sensitive nature acquired by the Consultant
during the course of her employment and not defined herein as
Confidential Information shall not be disclosed by the Consultant
or used for the benefit of the Consultant or others for a period of
five (5) years from the date of this Consulting Agreement.
Consultant agrees to continue to abide by the non-disclosure and
non-use obligations relating to Company records, information and
property contained in the Company’s Standards of
Integrity.
(c) The restrictions on the
Consultant’s disclosure of Confidential Information set out
herein do not apply to such information which (i) is now, or
which hereafter, through no act or failure to act on the part of
the Consultant, becomes generally known or available to the public;
or (ii) is required to be disclosed by a court of competent
jurisdiction or by an administrative or quasi-judicial body having
jurisdiction over the subject matter after the Consultant has given
the Company reasonable prior notice of such disclosure
requirement.
(d) For the purpose of this
Section the term “Company” shall mean TECO Energy,
Inc., Tampa Electric Company, and their respective subsidiaries and
affiliates.
(e) Consultant represents
that there is no actua
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