Consulting Agreement – Alcoa
CONSULTING AGREEMENT
THIS AGREEMENT is made effective August 1, 2010 between Alcoa Inc., a
Pennsylvania corporation, including all of its subsidiaries and divisions
(hereinafter called “ALCOA”), and Bernt Reitan, an individual currently residing
at 350 East 79th Street, Apt 36C, New York, New York 10021-9209
(hereinafter called “Consultant”).
WHEREAS, Alcoa desires personal consulting services from Consultant and
Consultant desires to render the performance of such services;
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Consulting Agreement, and intending to be legally bound, the parties agree as
follows:
ARTICLE I – DEFINITIONS
Section 1.1. The term “Consulting Services” means the personal and associated
services of Consultant provided to Alcoa’s Global Primary Products Group in
areas relating to Consultant’s expertise and knowledge of aluminum manufacturing
and fabrication, smelting, bauxite mining, bauxite refining and/or the sale or
distribution of alumina and alumina related products, alumina refining and
smelting technology and smelter and refinery construction. Requests for
Consulting Services shall only be made by John Thuestad or his designee. All
requests for Consulting services shall be subject to allowing for your
reasonable personal plans and commitments. Consultant will consult with John
Thuestad or his designee to develop specific goals, objectives and criteria
relating to the Consulting Services. Consultant shall provide Consulting
Services to Alcoa as an independent contractor. Alcoa disclaims any right to
control the manner of performance of the Consulting Services. It is understood
that Alcoa can except or reject any or all proposals and recommendations of
Consultant.
Section 1.2. Consulting Services shall be performed from your home in Oslo,
Norway. When available, Alcoa will provide office space and support in its
office in Oslo, Norway, or at one of its other offices if necessary. It is
understood that Consultant will, upon Alcoa’s request provide Consulting
Services and if necessary, meet with representatives of Alcoa at any of its
locations mutually agreed upon by Alcoa and Consultant.
ARTICLE II – COMPENSATION
Section 2.1. Effective August 1, 2010 Alcoa shall pay Consultant a fee of
$125,000 for the performance of Consulting Services. Effective August 1, 2011,
the anniversary date of this Agreement, Alcoa shall pay Consultant a fee of
$125,000 for the performance of Consulting Services. It is agreed that
Consultant will not be required to provide more than 25 days of Consulting
Services during any one-year term of this Agreement.
Section 2.2. Consultant shall have the right to be reimbursed for all
reasonable travel, living, telephone and other expenses incurred in the
performance of approved Consulting Services, including domestic air travel costs
(coach class accommodations), international air travel costs (business class
accommodations) and other expenses directly incurred in rendering Consulting
Services to Alcoa. Reimbursable expenses shall include any approved expenses
incurred for communication needs e.g. cell phone. Such expenses shall be
reimbursable to the Consultant under Section 2.3 of this Agreement. Consultant
may not reveal to any party whatsoever without Alcoa’s express written approval
the character of, or compensation for Consulting Services being performed for
Alcoa, except that the parties agree that the Consultant may disclose to
potential future employers his obligation to provide consulting services to
Alcoa.
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Section 2.3. For incurred reimbursable expenses, Consultant shall be paid
within thirty (30) days after receipt by Alcoa of a statement showing itemized
expenses incurred during the preceding calendar month. Consulting Services and
expenses may also be reimbursed in such other manner as agreed upon by Alcoa and
Consultant.
ARTICLE III – CONFIDENTIALITY
Section 3.1. All data and other information of every kind, which is not
generally known or used outside of Alcoa and which gives Alcoa a competitive
advantage over others who do not know or use it, whether expressed in writing or
otherwise, including information of a technical, engineering, operational or
economic nature, learned or obtained by Consultant during the term of this
Agreement or disclosed or revealed to Consultant by Alcoa, in the course of
performing Consulting Services for Alcoa under this Agreement, and which
Consultant knows, or has reason to believe includes factual information which
Alcoa expects to be treated in confidence (all herein called “Information”)
shall be:
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(a) |
received and maintained in strict confidence by Consultant and shall not be |
|
(b) |
used by Consultant only for the performance of Consulting Services for Alcoa. |
Section 3.2. The foregoing obligations of confidentiality, limited use and
non-disclosure shall not apply to the following two exclusions:
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(a) |
Information of a factual nature which is or becomes available in issued |
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(b) |
Information of a factual nature which Consultant hereafter lawfully obtains |
Section 3.3. The obligations imposed by this Article III shall continue in
effect for a period of three (3) year(s) from the date on which the last
Consulting Services are performed by Consultant for Alcoa, and shall survive the
termination of this Agreement by either party.
ARTICLE IV – TERM
Section 4.1. The initial term of this Agreement shall be effective August 1,
2010 through July 31, 2012, and may be renewed upon such terms and conditions as
may be agree upon by Consultant and Alcoa.
ARTICLE V – MISCELLANEOUS
Section 5.1. Consultant agrees to indemnify and to hold Alcoa harmless
against any and all liability, claims and demands by or on behalf of Consultant
or others (including but not limited to Alcoa employees and other third-parties)
including claims on account of injury or loss to property or life caused solely
by the gross negligence or willful acts or omission solely of
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Consultant, arising out of or in any manner connected with the performance of
the Consulting Services. In the event that it is determined that Consultant
acted in good faith and in a manner believed to be in, or not opposed to the
best interest of Alcoa, Consultant shall not be required to indemnify or hold
Alcoa harmless against any and all liability, claims and demands. If necessary,
the final determination of whether or not Consultant acted in good faith will be
determined by independent legal counsel, or other disinterested person agreed
upon by Alcoa and Consultant. Nothing contained in the Section 6.1 shall
obligate Consultant to save and hold Alcoa harmless from and against any
liability, claims or demands which may arise from the sole negligence of Alcoa.
Alcoa agrees to indemnify and hold Consultant harmless against any and all
liability claims and demands by or on behalf of Alcoa or others (including, but
not limited to Alcoa employees and other third-parties) including claims on
account of injury or loss to property or life, resulting from acts or omissions
solely of Alcoa or others, arising out of or in any manner connected with the
performance of the Consulting Services.
Section 5.2. This Agreement shall inure to the benefit of and be binding upon
Alcoa, its successors and assigns. This agreement may not be assigned by
Consultant without the prior written approval of Alcoa.
Section 5.3. This Agreement sets forth the entire understanding between the
parties as to the subject matter of this Agreement supersedes all other prior
agreements, commitments, representations, writings and discussions between them,
whether written or oral, with respect to the subject matter hereof. It is
expressly understood that no representations, promises, warranties or agreements
have been made by either party except as the same are set forth herein, that
this Agreement does not supersede the terms of your employment as set forth in
the October 30, 2008
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letter from Klaus Kleinfeld and this Agreement will not affect your rights
under any applicable Alcoa compensation or benefit plan. Except as otherwise
expressly provided in this Agreement, this Agreement may not be amended except
in writing and signed by a Consultant and Alcoa.
Section 5.4. No party shall be deemed to have waived any right, power or
privilege under this Agreement or any provision hereof unless such waiver shall
have been duly executed in writing and acknowledged by the party to be charged
with such waiver. The failure of any party to enforce at any time any of the
provisions of this Agreement shall in no way be construed to be a waiver of such
provisions, nor in any way to affect the validity of this Agreement, or the
right of any party to thereafter enforce each and every such provision. No
waiver of any breach of this Agreement shall be held to be a waiver of any other
or subsequent breach of this Agreement.
Section 5.5. Notices
Notices to the parties shall be sent as follows
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To Alcoa: |
John Thuestad |
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Alcoa Inc. 390 Park Avenue, New York, NY. 10022-4608 |
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To Consultant: |
Bernt Reitan 350 E 79 Street NY, NY 10021-9209 |
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Section 5.6. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York.
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WITNESS: |
Alcoa Inc. |
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/s/ Dale C. Perdue |
By |
/s/ John D. Bergen |
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Date |
22 Feb 2010 |
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WITNESS: |
Bernt Reitan |
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/s/ Peter Nicklin |
By |
/s/ Bernt Reitan |
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Date |
22 Feb 2010 |
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