{"id":38703,"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-william.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-willamette-industries-inc-and-william","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-willamette-industries-inc-and-william.html","title":{"rendered":"Consulting Agreement &#8211; Willamette Industries Inc. and William Swindells"},"content":{"rendered":"<pre>                             CONSULTING AGREEMENT\n\n\n           THIS AGREEMENT is entered into as of the 1st day of October, 1995,\nby and between Willamette Industries, Inc., an Oregon corporation\n('Corporation'), and William Swindells ('Swindells').\n\n           WHEREAS, Swindells has served as an executive officer of\nCorporation for many years and is now its Chairman of the Board and Chief\nExecutive Officer and has knowledge and experience of significant value to\nCorporation; and\n\n           WHEREAS, in order to provide for an orderly management succession\nit is presently contemplated that Swindells will retire as Chairman and Chief\nExecutive Officer of Corporation, effective October 1, 1995; and\n\n           WHEREAS, Corporation wishes to avail itself of Swindells'\nexperience and knowledge following Swindells' retirement as an employee of\nCorporation by retaining Swindells to provide consulting services to\nCorporation 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\nmutual agreements herein contained, Swindells and Corporation agree as\nfollows:\n\n           1.   Consulting Services.  \n\n                (a)  Term of Service.  Corporation hereby agrees that it will\nengage Swindells, and Swindells agrees that he will serve, as a consultant to\nCorporation for a period (the 'Term') commencing on October 1, 1995, and\nending on September 30, 1997, or earlier in the event of death or disability\nof Swindells.  Swindells will be deemed disabled only if, on the basis of\nmedical evidence acceptable to the Board of Directors of Corporation,\nSwindells has a physical or mental condition resulting from unavoidable\nimpairment of mind or body which can be expected to result in death or to be\nof long-continued and indefinite duration and which, in the discretion of the\nBoard of Directors of Corporation, prevents Swindells from engaging in any\nemployment or occupation for remuneration or profit.  Following September 30,\n1997, the Term will extend on a month-to-month basis until terminated by\nCorporation or Swindells upon 30 days' notice or until the death or disability\nof Swindells, but in any event, not beyond the retirement of Swindells from\nthe 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\ninformation and resources to allow Swindells to perform effectively the\nservices contemplated by this Agreement.\n\n                (c)  Nature of Relationship.  For all purposes, including that\nof determining Swindells' eligibility for participation in Corporation's\nemployee benefit plans, Swindells' relationship to Corporation during the Term\nshall be that of an independent contractor and not an employee.\n\n           2.   Agreement Not to Compete.  Swindells hereby agrees that,\nduring the Term, he will not, directly or indirectly, either as principal,\nagent, stockholder, employee or in any other capacity, without the prior\napproval of the Board of Directors of Corporation, engage in any activity or\nbe employed by, assist or have an equity interest in, any business or other\nentity that competes in any material respect with Corporation; provided,\nhowever, that such prohibited activity shall not include the ownership of\none percent (1%) or less of the voting securities of any publicly traded\ncorporation regardless of the business of such corporation.  Swindells\nacknowledges and agrees that a material breach by Swindells of the provisions\nof this Section will constitute such damage as will be irreparable and the\nexact amount of which will be impossible to ascertain and for that reason\nagrees that Corporation will be entitled to an injunction to be issued by any\ncourt of competent jurisdiction restraining and enjoining Swindells from\nviolating the provisions of this Section.  The right of injunction shall be in\naddition to and not in lieu of any other remedy available to Corporation for\nsuch breach or threatened breach, including the recovery of damages from\nSwindells.\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\nservices to be performed by Swindells hereunder and for the covenants of\nSwindells contained herein, Corporation shall pay Swindells consulting fees at\nthe rate of $10,000 per month during the Term.  The obligation of Corporation\nto make the foregoing payments to Swindells shall terminate upon the death or\ndisability of Swindells except with regard to accrued and unpaid amounts. \nWhile receiving fees for services under this Agreement, Swindells shall not\nreceive annual retainer payments made to non-employee directors of the\nCorporation, but shall receive fees for board and committee meetings attended\nand all other amounts payable to non-employee directors of Corporation.\n\n           5.   Other Matters.  During the Term, Corporation shall provide\nSwindells with the following:\n\n                (a)  Expenses.  Reimbursement for all reasonable travel and\nother business 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                (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\nlocated.\n\n           6.   Scope of Agreement.  Nothing in this Agreement shall limit\nsuch rights 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\naccordance with such plan or program.\n\n           7.   Indemnification.  Corporation shall indemnify Swindells and\nhis legal representatives to the fullest extent permitted by the laws of the\nstate of Oregon, the Articles of Incorporation, or the Bylaws of Corporation\nas in effect as of the date of this Agreement and from time to time thereafter\nagainst all claims, loss, damages, costs, charges and expenses whatsoever\nincurred or sustained by him or his legal representatives in connection with\nany action, suit or proceeding to which he or his legal representatives may be\nmade a party by reason of the services performed by Swindells pursuant to this\nAgreement.  Corporation will, upon request by Swindells, promptly advance or\npay any amounts for costs, charges or expenses (including, but not limited to,\nreasonable legal fees and expenses incurred by counsel retained by Swindells)\nin respect of his right to indemnification hereunder, subject to a later\ndetermination as to Swindells' ultimate right to receive such payment. \nSwindells' rights under this Agreement shall be in addition to, and not in\nlieu of, any other rights Swindells may have to indemnification by\nCorporation.\n\n           8.   Successors.  This Agreement is personal to Swindells and\nwithout the prior written consent of Corporation shall not be assignable by\nSwindells.  This Agreement shall inure to the benefit of and be binding upon\nCorporation and its successors.  \nCorporation will require any successor (whether direct or indirect, by\npurchase, 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\nreference to principles of conflict of laws. \n\n                (b)  Notices.  All notices and other communications hereunder\nshall be in writing and shall be given by hand delivery to the other party or\nby certified mail, return receipt requested, postage prepaid, addressed as\nfollows:\n\n                If to Swindells:\n\n                Mr. William Swindells\n                1100 S.W. Myrtle Drive\n                Portland, Oregon 97201\n\n\n                If to Corporation:\n\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\npayable under this Agreement such amounts as shall be required to be withheld\npursuant to 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,\npursuant to the authorization from its Board of Directors, Corporation has\ncaused this Agreement to be executed in its name on its behalf, all as of the\nday and year first above written.\n\n\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\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-38703","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\/38703","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=38703"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38703"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38703"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38703"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}