CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and
entered into this 30th day of June, 1993 by and among HUGHES
SUPPLY, INC., a Florida corporation, ("Hughes Supply") and DONALD
C. MARTIN ("Consultant").
WHEREAS, Hughes Supply and Consultant are parties to an
Agreement (the "Acquisition Agreement") providing for Hughes
Supply's acquisition of all the outstanding shares of Electrical
Distributors, Inc., a Georgia corporation, ("EDI") and certain
other matters; and
WHEREAS, both Hughes Supply and EDI are engaged in the
business of wholesale electrical supplies; and
WHEREAS, Consultant has been the President, a Director and
principal shareholder of EDI; and
WHEREAS, Hughes Supply values Consultant's expertise and
advice, and desires Consultant to provide his expertise and advice
to officers and managerial employees of Hughes Supply; and
WHEREAS, Hughes Supply and Consultant desire to enter into
this Agreement in order to comply with the obligations imposed by
Section 5.9 of the Acquisition Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants contained herein, and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which being
hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Consulting Services. Hughes Supply hereby retains Consultant
as an advisor and consultant to Hughes Supply. Consultant
shall, throughout the term of this Agreement, advise and
consult with officers and managerial employees of Hughes
Supply with respect to all matters relating to or affecting
Hughes Supply's business operations including, without
limitation, the operations of EDI. The services shall not
require the performance of ordinary executive or
administrative duties or involve substantial periods of
working time, but instead shall consist of Consultant being
available to counsel with officers and managerial employees of
Hughes Supply at such reasonable times and places as may be
mutually agreed upon.
2. Term. The term of this Agreement shall be five (5) years,
commencing July 1, 1993 and ending on June 30, 1998.
3. Payment for Services. Hughes Supply shall pay Consultant the
sum of Two Hundred Fifty Thousand Dollars ($250,000.00) for
his performance hereunder, payable in equal consecutive annual
installments of Fifty Thousand Dollars ($50,000.00) each,
commencing August 1, 1993. In addition, Hughes Supply shall
reimburse Consultant for (i) all traveling and living expenses
which Consultant incurs while away from the area of Atlanta,
Georgia in connection with his performance under this
Agreement; and (ii) all other reasonable expenses which
Consultant incurs in performing his obligations under this
Agreement. In the event of Consultant's death or disability,
all sums to be paid by Hughes Supply hereunder shall be paid
to Consultant's estate as and when due hereunder,
notwithstanding Consultant's inability to perform any further
services hereunder.
4. Termination. Hughes Supply may sooner terminate this
Agreement upon 30 days written notice if (and only if)
Consultant is convicted of the crime of fraud, embezzlement or
other felony related to the performance of Consultant's duties
under this Agreement.
5. Independent Contractor. The parties hereto acknowledge and
agree that Consultant's performance under this Agreement shall
be as an independent contractor, and not as an employee of
Hughes Supply.
6. Miscellaneous.
a. Benefit. This Agreement shall inure to the benefit of
and be binding upon (i) Hughes Supply, its successors and
assigns, including, but not limited to, any corporation
which may acquire all or substantially all of Hughes
Supply' assets and business, any corporation with and
into which Hughes Supply may be consolidated or merged,
or any corporation that is the successor corporation in
an exchange of stock; and (ii) Consultant, his heirs,
guardians and personal and legal representatives.
b. Entire Agreement/Modification. This Agreement
constitutes the entire agreement between the parties with
respect to the subject matter hereof and there are no
other commitments or agreements binding the parties with
respect to the subject matter hereof other than set forth
herein. This Agreement may be amended or modified only
by an instrument in writing executed by the parties
hereto.
c. Governing Law. This Agreement shall be governed by,
construed and enforced in all respect in accordance with
the laws of the State of Georgia.
d. Captions. Titles or captions of sections contained in
this Agreement are inserted only as a matter of
convenience and for reference, and in no way define,
limit, extend or prescribe the scope of this Agreement or
the intent of any provision.
e. Counterparts. This Agreement may be executed in
counterparts, each which shall constitute one and the
same Agreement.
f. Notices. Any notice or other communication given
hereunder shall be in writing and either be delivered
personally or mailed, certified or registered mail,
postage prepaid, and shall be deemed given when so
delivered personally, or if mailed, two (2) days after
the date of mailing, as follows:
If to Hughes Supply, Inc.:
Attn: J. Stephen Zepf, CFO
20 North Orange Avenue
Suite 200
Orlando, Florida 32802-2273
With a copy to:
Robert N. Blackford
Maguire, Voorhis & Wells, P.A.
Two South Orange Plaza
2 South Orange Avenue
Orlando, Florida 32801
And if to Consultant, to:
Donald C. Martin
5180 Peachtree Road
Atlanta, Georgia 30341
With a copy to:
John M. Bovis, P.C.
Bovis, Kyle & Burch
53 Perimeter Center East
Third Floor
Atlanta, Georgia 30346-2298
The parties may change the persons and addresses to which
notices or other communications are to be sent by giving
written notice of any such change in the manner provided
herein for giving notice.
g. Construction. The parties acknowledge that they have had
the opportunity to participate equally in the drafting of
this Agreement and that in the event of a dispute, no
party shall be treated, for any purpose, as the author of
this Agreement or have any ambiguity resolved against him
on account thereof.
IN WITNESS WHEREOF, the parties have executed,
acknowledged, sealed and delivered this Agreement.
HUGHES SUPPLY, INC., a Florida
Corporation
By:
/s/ David H. Hughes
David H. Hughes
Title: President and CEO
Attest:
By: /s/ Robert N. Blackford
Title: Secretary
[CORPORATE SEAL]
/s/ Donald C. Martin
(SEAL)
DONALD C. MARTIN