{"id":39083,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-e-i-du-pont-de-nemours-amp-amp-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-e-i-du-pont-de-nemours-amp-amp-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-e-i-du-pont-de-nemours-amp-amp-co.html","title":{"rendered":"Employment Agreement &#8211; E I du Pont de Nemours &#038; Co., Conoco Inc. and C. S. Nicandros"},"content":{"rendered":"<pre>                                                                 October 9, 1995\n\n\n\nC. S. Nicandros\nVice Chairman\n\n\n\n          Pursuant to our recent discussions and subject to approval by the\nBoard of Directors, this letter sets forth the terms we have agreed upon\nregarding your retirement from the Company.\n\n     1.   On October 10, l995, we will announce that you have elected to retire\nfrom employment effective February 29, 1996.  Coincident with the announcement,\nyou will become Chairman of the Board of Conoco and remain President and Chief\nExecutive Officer.\n\n     2.   Effective January 1, 1996, you will retire as Vice Chairman of DuPont,\nand Chief Executive Officer and President of Conoco, and will relinquish all\nother titles and all duties arising out of these positions.  You will remain\nChairman of the Board of Conoco until February 29, 1996.  Until March 1, 1996,\nyou will remain an employee of Conoco and no aspect or item of your direct or\nindirect compensation, including employee benefit plans, programs or practices\nand including any variable compensation, shall be modified or changed in any way\nthat is adverse to your interests.\n\n     3.   You will remain a director of DuPont until the 1996 Annual Meeting, at\nwhich time you will not stand for election to the DuPont Board.  While a member\nof the DuPont Board after February 29, 1996, you will receive the same\ncompensation and benefits afforded other non-employee directors.  It is also\nunderstood that while serving as a member of the Board, you will not engage in\nany business activity that directly competes with DuPont or is not in the\ninterests of DuPont.\n\n     4.   In recognition of your dedicated service to the Company and your\ncontinued service on the DuPont Board, the Board will waive the vesting\nrequirements contained in the Directors' Charitable Gift Plan to enable the\nCompany to make the maximum donation available under the Plan.  In exchange, you\nwill pay to the Company the sum of $20,000.00, representing the allocable cost\nof the benefit to be provided under the Plan upon your death.\n\n     5.   DuPont will engage you as a consultant for the period March 1, 1996\nthrough December 31, 1997 on terms defined in the form of the consulting\nagreement between you and the Company attached hereto as Exhibit 'A'.\n\n \n                                                                  EXHIBIT 10.11\n\n\nC. S. Nicandros                      - 2 -                       October 9, 1995\n\n\n\n     6.   By signing this letter agreement, you agree to release DuPont,\nConoco, their subsidiaries, affiliates, successors and assigns, and the\nemployees, directors and officers of any of them from all claims or demands you\nmay have based on your employment with DuPont, Conoco, their subsidiaries,\naffiliates, successors or assigns, or the termination of that employment.  This\nincludes, but is not limited to, the release of any rights or claims you may\nhave under:  the Age Discrimination in Employment Act, which prohibits age\ndiscrimination in employment; Title VII of the Civil Rights Act of l964, which\nprohibits discrimination in employment based on race, color, national origin,\nreligion or sex; and federal, state, or local laws or regulations prohibiting\nemployment discrimination; or any non-statutory claims such as wrongful\ndischarge, defamation, breach of contract, impairment of economic opportunity,\nand intentional infliction of emotional distress.  This release covers any and\nall claims arising on or before the date of this letter agreement.  You further\nagree never to file a lawsuit asserting any claims released in this paragraph.\nYou have a period of twenty one (21) days to review and consider this letter\nagreement before signing it.  You may use as much of this 21 day period as you\nwish.  You acknowledge that you have been advised to consult with an attorney\nbefore signing this letter agreement.  You may revoke this letter agreement\nwithin seven (7) days of signing it.  Revocation can be made by delivering a\nwritten notice of revocation to the undersigned.  For this revocation to be\neffective, written notice must be received by the undersigned no later than the\nclose of business on the seventh day after you sign the letter agreement.  If\nyou revoke this letter agreement within seven days of signing, it shall not be\neffective or enforceable, and you will not receive any of the benefits described\nherein.  YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS LETTER AGREEMENT,\nUNDERSTAND IT, AND ARE VOLUNTARILY ENTERING INTO IT.\n\n          We appreciate your many fine contributions to our Company and look\nforward to your continued counsel in the months ahead.\n\n                                                       \/s\/ Edgar S. Woolard, Jr.\n                                                       -------------------------\n                                                           E. S. Woolard, Jr.\nAgreed:\n\n  \/s\/ C. S. Nicandros\n- -------------------------\n    C. S. Nicandros\n\n        10\/9\/95\n- -------------------------\n         Date\n\n \n                                                                   EXHIBIT 10.11\n\n                                                                   EXHIBIT A\n\n                             CONSULTING AGREEMENT\n\n\n          This Consulting Agreement ('Agreement')  by and between E. I. du Pont\nde Nemours and Company ('DuPont') and C. S. Nicandros ('Consultant') is made\nthis 10th day of October, 1995.   For good and valuable consideration, the\nparties agree as follows:\n\n     1.  SCOPE OF SERVICES\n\n          During the period March 1, 1996 through December 31, 1997, Consultant\nshall make available to DuPont a minimum of forty (40) hours per calendar month\nof consulting time.  Consultant shall, at DuPont's election and request, provide\nconsultation to DuPont on any matters pertaining to the exploration,\ndevelopment, refining and marketing of oil and gas throughout the world.  DuPont\nshall give reasonable advance notice of any request to provide consulting\nservices hereunder and in no event shall Consultant be required to provide such\nservices if it would unreasonably interfere with Consultant's other business\ninterests.\n\n          Specific assignments hereunder shall be provided to Consultant by A.\nW. Dunham, who shall be Consultant's contact on all matters related to this\nAgreement.\n\n     2.  TERM OF AGREEMENT\n\n          This Agreement shall commence on March 1, 1996, and shall continue in\nfull force and effect through December 31, 1997.\n\n     3.  COMPENSATION OF CONSULTANT\n\n          As compensation for the services provided hereunder, Consultant shall\nbe paid a fee of fifty thousand dollars ($50,000.00) per month for each month of\nthis Agreement.  Payment shall be made in advance on the first day of each\ncalendar month.  Such payments shall continue until December 31, 1997,\nnotwithstanding Consultant's death or disability and may be terminated only if\nConsultant refuses to provide services that DuPont is entitled to request\npursuant to this Agreement.  In the event of Consultant's death, payments shall\nbe made to his estate.\n\n     4.  REIMBURSEMENT OF EXPENSES\n\n          DuPont shall reimburse Consultant for reasonable expenses incurred in\nconnection with the performance of services hereunder.\n\n \n                                                                   EXHIBIT 10.11\n\n                                                                   EXHIBIT A\n\n\n          During the term of this Agreement, DuPont shall also reimburse\nConsultant for the expense of maintaining an office in the Galleria area of\nHouston, Texas, and for associated secretarial support, provided, however, that\nsuch cost shall not exceed twelve thousand dollars ($12,000.00) per month.\n\n          Consultant shall provide to DuPont receipts or other appropriate\ndocumentation substantiating the expenses to be reimbursed under this provision.\nReimbursement shall be made within fifteen (l5) days of DuPont's receipt of the\nrequired information.\n\n     5.  AUTHORITY AND CAPACITY\n\n          Consultant shall at all times be an independent contractor, and\nnothing in his Agreement shall be construed to constitute Consultant as an\nemployee, agent, joint venturer or partner of DuPont. While on DuPont's\npremises, Consultant shall comply with all of DuPont's rules made known to\nConsultant, and be accompanied by an authorized employee of DuPont.\n\n     6.  INFORMATION, MATERIALS AND INVENTIONS\n\n          Consultant shall hold in strict confidence and not disclose to others\nor use, either before or after termination of this Agreement, unpublished\ninformation, technical, scientific or business, concerning DuPont's business\nactivities and interests with which Consultant becomes familiar in contacts with\nDuPont. Similarly, Consultant shall not disclose to others without DuPont's\nprior written consent the results or specific nature of Consultant's work with\nDuPont.\n\n     7.  OTHER OBLIGATIONS AND AGREEMENTS\n\n          This Agreement does not change in any manner Consultant's rights under\nany pension plan or any agreements between Consultant and DuPont made before the\nexecution of this Agreement.\n\n     8.  COMPLIANCE WITH LAWS\n\n          Consultant agrees that, in the performance of services hereunder, he\nshall comply with all laws, rules and regulations of any governmental authority\napplicable in connection therewith.\n\n \n                                                                   EXHIBIT 10.11\n\n                                                                   EXHIBIT A\n\n\n     9.  MISCELLANEOUS\n\n     (a)  Notices:  All invoices and other documents required by this Agreement\nshall be sent to DuPont at the following address:\n\n          E. I. du Pont de Nemours and Company\n          l007 Market Street\n          Wilmington, Delaware l9898\n          Attention: John A. Krol\n\n     (b)  Assignment and Subcontracting:  This Agreement is not assignable or\ntransferable by either party, in whole or in part, except with the prior written\nconsent of the other party.  Consultant shall not subcontract any work under\nthis Agreement to any subcontractor except with DuPont's prior written consent.\n\n     (c)  Governing Law:  This Agreement shall be governed by and interpreted in\naccordance with the laws of the State of Delaware.\n\n     (d)  Entirety of Agreement:  This Agreement represents the entire agreement\nand understanding between DuPont and Consultant relative to the subject matter\nhereof, and there are no understandings, agreements, conditions or\nrepresentations, oral or written, express or implied, with reference to the\nsubject matter hereof that are not merged or superseded hereby.  No amendment,\nmodification or release from any provision hereof shall be of any force or\naffect unless it specifially refers to this Agreement, is in writing and is\nsigned by the party claimed to be bound thereby.\n\n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement\neffective as of the date set forth above.\n\nE. I. DU PONT DE NEMOURS AND COMPANY (DUPONT)\n\nBY:    \/s\/ Edgar S. Woolard, Jr.\n     -----------------------------\n\nDATE:       October 7, 1995\n     -----------------------------\n\nC. S. NICANDROS (CONSULTANT)\n\nBY:       \/s\/C. S. Nicandros\n     -----------------------------\n\nDATE:       October 9, 1995\n     -----------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7185],"corporate_contracts_industries":[9412],"corporate_contracts_types":[9539,9544],"class_list":["post-39083","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-conoco-inc","corporate_contracts_industries-energy__refining","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39083","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=39083"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39083"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39083"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39083"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}