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RETIREMENT CONSULTING AND NONCOMPETE
AGREEMENT
This
Agreement made and entered into this 29th day of August, 2005 by
and between Donaldson Company, Inc., a Delaware corporation (the
"Company") and William G. Van Dyke ("WVD");
WITNESSETH
THAT:
WHEREAS,
WVD has been employed in the capacities of Chairman, President and
Chief Executive Officer of the Company for many years and retired
as a director, officer and employee effective August 1,
2005;
WHEREAS,
the Board and Company desires to continue to have the right to
consult with WVD and to receive the continuing benefit of a
noncompete agreement and WVD desires to make himself available to
provide consulting services to the Company and is willing to agree
to the noncompetition restriction upon the terms and conditions
herein specified;
NOW,
THEREFORE, the parties hereto hereby agree as follows:
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1.
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Term of the
Agreement. The period
during which WVD shall provide consulting services to the Company
shall commence on September 1, 2005, and terminate on August 31,
2010 or on the earlier death of WVD. The term will consist of five
one-year periods commencing on September 1 st and ending
on August 31 st each year.
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2.
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Consulting
Services. At the request
of the Chief Executive Officer of the Company, WVD shall
investigate, research, consider, explore and consult with and
advise the Company concerning such matters relating to business
strategy, operations and corporate governance and other matters as
the Company shall determine. The Company and WVD contemplate that
the consulting services of WVD will require WVD to make himself
available from time to time for consultation with the Chief
Executive Officer of the Company. WVD shall direct his
communications to the Chief Executive Officer, or such other
officer as the Chief Executive Officer shall designate.
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3.
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Allowance.
The Company agrees to provide to WVD
the following allowance in consideration of his availability for
consulting services, the expe
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