CONSULTING AND RELEASE
AGREEMENT
THIS CONSULTING
AGREEMENT (“Agreement”) is made and entered into by and
between the undersigned Neenah Enterprises, Inc. and its related
entities (“Company”) and the undersigned, John Andrews,
as an individual (“Consultant” or
“Andrews”).
WHEREAS ,
Andrews will be retiring as the Corporate Vice President of
Manufacturing of the Company on May 1, 2010; and
WHEREAS ,
the Company and Consultant wish to enter into an agreement which
provides for an orderly and amicable ending of the employment
relationship; and
WHEREAS ,
the Company desires thereafter to retain the services of Andrews
for a period of time as a consultant in order to provide
transitional assistance to the Company regarding responsibilities
previously performed by Andrews in his role of Corporate Vice
President and to further provide consultative efforts to the
Company for the purposes of furthering and developing the business;
and
WHEREAS ,
Andrews is desirous of entering into such an
arrangement,
NOW
THEREFORE , in consideration of the mutual covenants and
agreements contained herein, the parties mutually agree as
follows:
1.
PERFORMANCE BY CONSULTANT :
A. AVAILABILITY:
Consultant agrees to provide consultative services to the Company
during the term of this Agreement. The specific schedule of
availability and the compensation arrangements associated with same
are outlined in 2. below (Compensation).
B. REPORTING:
The Consultant shall report directly to the president of the
Company, Robert Ostendorf or his designee.
The Consultant
will be paid $11,126.25 per month during the term of this Agreement
in addition to any supplemental daily fees as defined
below.
In exchange for
this payment of $133,515.00, the Consultant agrees to provide ten
(10) days of consultative onsite services to the Company per
month of this Agreement. If the Consultant is required to spend
more than ten (10) days in any one month in order to provide
consultative services, the Consultant shall be paid for each
supplemental additional day the sum of $1,335.15.
The Company will
additionally reimburse the Consultant for all necessary expenses
associated with the performance of his duties including lodging,
meals and travel if same is required to provide said
services.
The Consultant
agrees to provide the Company with a reasonable itemization
including receipts if requested to substantiate all business
related expenses.
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(a)
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Income Taxes . Consultant shall pay all taxes and
fees (including penalties and interest) imposed by any Federal,
Provincial, State or local government on account of the receipt of
income by Consultant for Services rendered under this Agreement.
Company shall, as required by law, provide Consultant with IRS
Form 1099 (US).
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(b)
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Insurance and
Indemnification . The Company hereby agrees to
ensure and to indemnify and hold harmless the Consultant from any
and all claims and causes of action arising out of the performance
of his duties for the Company as a Consultant to the same extent
that it ensures and indemnifies its officers and
directors.
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The
Consultant shall be provided authorization to continue to use the
Company gas credit card to provide payment for automobile expenses
including fuel.
The
Company further agrees that at option of the Consultant it shall,
upon expiration of the Consulting Agreement, transfer title to the
corporate vehicle that has been assigned to him to utilize during
the term of the Consulting Agreement consistent with the Corporate
policy that applies to transferring such vehicles to
executives.
The term of this
Agreement shall be for one (1) year commencing upon
May 1, 2010 and expiring April 30, 2011.
Consultant shall
perform Services and consultative efforts in compliance with all
applicable laws and regulations and further shall make every
reasonable effort to perform Services hereunder in a prompt,
competent and diligent manner consistent with Company’s
standards.
Consultant agrees
that all information, discoveries, inventions, improvements,
strategies or overall business plan concepts arising from the
services Consultant