{"id":38702,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-willamette-industries-inc-and-willam.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-willamette-industries-inc-and-willam","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-willamette-industries-inc-and-willam.html","title":{"rendered":"Consulting Agreement &#8211; Willamette Industries Inc., and Willam Swindells"},"content":{"rendered":"<pre>\n                              CONSULTING AGREEMENT\n\n\n         THIS  AGREEMENT is entered into as of the 1st day of October,  1997, by\nand between Willamette Industries,  Inc., an Oregon corporation ('Corporation'),\nand William Swindells ('Swindells').\n\n         WHEREAS,  Swindells  served as an executive  officer of Corporation for\nmany years, is now its Chairman of the Board and has knowledge and experience of\nsignificant value to Corporation; and\n\n         WHEREAS,  the  Corporation  has  previously  entered  into a Consulting\nAgreement with Swindells which will expire September 30, 1997; and\n\n         WHEREAS,  Corporation  wishes to continue to avail itself of Swindells'\nexperience and knowledge by retaining  Swindells to provide consulting  services\nto Corporation with respect to the business of Corporation; and\n\n         WHEREAS, Swindells desires to perform such services;\n\n         NOW,  THEREFORE,  in consideration of the foregoing,  and of the mutual\nagreements herein contained, Swindells and Corporation agree as follows:\n\n         1. Consulting Services.\n\n              (a) Term of Service. Corporation hereby agrees that it will engage\nSwindells,  and  Swindells  agrees  that  he  will  serve,  as a  consultant  to\nCorporation for a period (the 'Term') commencing on October 1,  1997, and ending\non  September 30,  1999,  or  earlier  in the  event of death or  disability  of\nSwindells.  Swindells  will be deemed  disabled only if, on the basis of medical\nevidence  acceptable to the Board of Directors of  Corporation,  Swindells has a\nphysical or mental condition  resulting from  unavoidable  impairment of mind or\nbody which can be  expected  to result in death or to be of  long-continued  and\nindefinite  duration and which,  in the  discretion of the Board of Directors of\nCorporation,  prevents  Swindells  from engaging in any employment or occupation\nfor remuneration or profit.  Following September 30,  1999, the Term will extend\nfor three  consecutive  one-year  periods  unless  terminated by  Corporation or\nSwindells upon notice given not less than 30 days prior to the  commencement  of\nany such  one-year  period;  provided  however that such extended Term shall not\nextend  beyond  the death or  disability  of  Swindells,  or the  retirement  of\nSwindells from the Board of Directors of Corporation.\n\n              (b)  Nature  of  Consulting  Services.  To the  extent  reasonably\nrequested by Corporation,  Swindells  shall consult with and advise  Corporation\nwith respect to  acquisitions  and  strategic  planning,  capital  expenditures,\nproduct  development  and general  corporate  and  organizational  matters.  The\nCorporation  shall not direct the  manner or means by which  Swindells  performs\nservices  under this  Agreement.  The  consulting  services shall be provided in\nPortland,  Oregon at times  determined  by  Swindells  except as the parties may\notherwise agree.  Corporation shall provide Swindells with adequate  information\nand\n\n                                      - 1 -\n\n\nresources to allow Swindells to perform effectively the services contemplated by\nthis Agreement.\n\n              (c) Nature of  Relationship.  For all purposes,  including that of\ndetermining  Swindells'  eligibility for participation in Corporation's employee\nbenefit plans,  Swindells'  relationship to Corporation during the Term shall be\nthat of an independent contractor and not an employee.\n\n         2. Agreement Not to Compete.  Swindells hereby agrees that,  during the\nTerm,  he  will  not,  directly  or  indirectly,  either  as  principal,  agent,\nstockholder,  employee or in any other  capacity,  without the prior approval of\nthe Board of Directors of Corporation, engage in any activity or be employed by,\nassist or have an equity interest in, any business or other entity that competes\nin  any  material  respect  with  Corporation;   provided,  however,  that  such\nprohibited  activity shall not include the ownership of one percent (1%) or less\nof the voting  securities of any publicly traded  corporation  regardless of the\nbusiness of such corporation.  Swindells acknowledges and agrees that a material\nbreach by Swindells of the  provisions  of this  Section  will  constitute  such\ndamage as will be  irreparable  and the exact amount of which will be impossible\nto ascertain and for that reason agrees that  Corporation will be entitled to an\ninjunction to be issued by any court of competent  jurisdiction  restraining and\nenjoining Swindells from violating the provisions of this Section.  The right of\ninjunction shall be in addition to and not in lieu of any other remedy available\nto Corporation for such breach or threatened  breach,  including the recovery of\ndamages from Swindells.\n\n         3.   Confidential   Information.   Swindells  shall  continue  to  hold\nconfidential   for  the  benefit  of  Corporation  all  secret  or  confidential\ninformation,  knowledge  or data  relating to  Corporation  that shall have been\nobtained by Swindells  during his  employment by  Corporation or during the Term\nand that shall not have become public knowledge.\n\n         4. Fees for Services. In consideration of the consulting services to be\nperformed by Swindells  hereunder and for the  covenants of Swindells  contained\nherein,  Corporation shall pay Swindells  consulting fees at the rate of $10,000\nper month during the Term.  The  obligation of Corporation to make the foregoing\npayments to Swindells  shall terminate upon the death or disability of Swindells\nexcept with  regard to accrued  and unpaid  amounts.  While  receiving  fees for\nservices  under this  Agreement,  Swindells  shall not receive  annual  retainer\npayments made to non-employee  directors of the  Corporation,  but shall receive\nfees for board and committee  meetings attended and all other amounts payable to\nnon-employee directors of Corporation.\n\n         5. Other Matters.  During the Term, Corporation shall provide Swindells\nwith the following:\n\n              (a) Expenses.  Reimbursement  for all reasonable  travel and other\nbusiness  expenses  incurred  by  Swindells  in the  performance  of his  duties\nhereunder;\n\n              (b) Office  Space;  Secretary.  Office  space,  together  with the\nservices of a secretary, appropriate to the status of Swindells hereunder; and\n\n                                      - 2 -\n\n\n              (c) Club  Expenses.  Dues,  fees and  expenses  for the  following\nclubs: Arlington Club.\n\n              (d) Parking in the building in which Swindells' office is located.\n\n         6. Scope of  Agreement.  Nothing  in this  Agreement  shall  limit such\nrights  as  Swindells  may have  under any other  agreements  with  Corporation.\nAmounts which are vested  benefits or which  Swindells is otherwise  entitled to\nreceive under any plan or program of Corporation  shall be payable in accordance\nwith such plan or program.\n\n         7. Indemnification. Corporation shall indemnify Swindells and his legal\nrepresentatives  to the  fullest  extent  permitted  by the laws of the state of\nOregon, the Articles of Incorporation, or the Bylaws of Corporation as in effect\nas of the date of this  Agreement and from time to time  thereafter  against all\nclaims,  loss,  damages,  costs,  charges and  expenses  whatsoever  incurred or\nsustained by him or his legal  representatives  in  connection  with any action,\nsuit or proceeding to which he or his legal  representatives may be made a party\nby reason of the services  performed by  Swindells  pursuant to this  Agreement.\nCorporation will, upon request by Swindells, promptly advance or pay any amounts\nfor costs, charges or expenses (including,  but not limited to, reasonable legal\nfees and expenses  incurred by counsel  retained by Swindells) in respect of his\nright to  indemnification  hereunder,  subject  to a later  determination  as to\nSwindells' ultimate right to receive such payment.  Swindells' rights under this\nAgreement  shall  be in  addition  to,  and not in lieu  of,  any  other  rights\nSwindells may have to indemnification by Corporation.\n\n         8. Successors.  This Agreement is personal to Swindells and without the\nprior written consent of Corporation shall not be assignable by Swindells.  This\nAgreement shall inure to the benefit of and be binding upon  Corporation and its\nsuccessors.  Corporation will require any successor (whether direct or indirect,\nby purchase, merger,  consolidation or otherwise) to all or substantially all of\nthe  business  of  Corporation  to  expressly  assume and agree to perform  this\nAgreement  in the same manner and to the same extent that  Corporation  would be\nrequired to perform it if no such succession had taken place.\n\n         9. Miscellaneous.\n\n              (a)  Governing  Law.  This  Agreement  shall  be  governed  by and\nconstrued in accordance with the laws of the state of Oregon,  without reference\nto principles of conflict of laws.\n\n              (b) Notices. All notices and other communications  hereunder shall\nbe in  writing  and shall be given by hand  delivery  to the  other  party or by\ncertified mail, return receipt requested, postage prepaid, addressed as follows:\n\n              If to Swindells:\n\n              Mr. William Swindells\n              1100 S.W. Myrtle Drive\n              Portland, Oregon 97201\n\n                                      - 3 -\n\n\n\n              If to Corporation:\n              Willamette Industries, Inc.\n              3800 First Interstate Tower\n              1300 S.W. Fifth Avenue\n              Portland, Oregon 97201\n\n              Attention: Corporate Secretary\n\nor to such other  address as either  party shall have  furnished to the other in\nwriting in accordance  herewith.  Notice and  communications  shall be effective\nwhen  actually  received by the addressee or three days  following  mailing,  as\nprovided above, whichever shall first occur.\n\n              (c)  Severability.  The  invalidity  or  unenforceability  of  any\nprovision of this Agreement shall not affect the validity or  enforceability  of\nany other provision of this Agreement.\n\n              (d) Withholding. Corporation may withhold from any amounts payable\nunder this Agreement  such amounts as shall be required to be withheld  pursuant\nto any applicable law or regulation.\n\n              (e) Entire  Agreement;  Amendment.  This  Agreement  contains  the\nentire  understanding  of Corporation  and Swindells with respect to the subject\nmatter  hereof,  and may not be amended or modified  otherwise than by a written\nagreement  executed by the parties  hereto or their  respective  successors  and\nlegal representatives.\n\n         IN WITNESS WHEREOF,  Swindells has hereunto set his hand and,  pursuant\nto the  authorization  from its Board of Directors,  Corporation has caused this\nAgreement  to be executed in its name on its behalf,  all as of the day and year\nfirst above written.\n\n                                \/s\/ William Swindells\n                                William Swindells\n\n\n\n                                WILLAMETTE INDUSTRIES, INC.\n\n\n                                By \/s\/ Steven R. Rogel\n                                   Steven R. Rogel, President\n\n                                      - 4 -\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9336],"corporate_contracts_industries":[9457],"corporate_contracts_types":[9539,9541],"class_list":["post-38702","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-willamette-industries-inc","corporate_contracts_industries-manufacturing__paper","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38702","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38702"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38702"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38702"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38702"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}