Exhibit (10)
January 1, 1995
William W. Colville
Management Practice, Inc.
342 Madison Avenue
Suite 1230
New York, NY 10173
Consulting Agreement
Dear Bill:
The Board of Directors has approved a consulting agreement with you to begin
following your retirement from active employment on December 31, 1994. This
will confirm our agreement as to the terms upon which Owens-Corning
Fiberglas Corporation (the "Corporation") shall retain you as a consultant.
1. Scope of Consultation
During the term of this agreement you shall consult with the
Corporation and render such general consultative and legal
advisory services in matters relating to the business of the
Corporation and its subsidiaries and affiliates as may be
reasonably requested. Such services may include, but need not
be limited to, conferring with employees and other advisors of
the Corporation and its subsidiaries and affiliates.
You shall be free to engage in any other activities which do not
unreasonably interfere with your ability to render services
hereunder, provided that, without the Corporation's consent, you
shall not directly or indirectly engage in, or render services
to, any person or firm engaged in any activity competitive with
the business of the Corporation, its subsidiaries and
affiliates.
If you should become disabled during the term of this Agreement,
your obligation to provide services shall be limited to those
services, if any, which are reasonable in light of the nature of
the disability.
2. Term of Agreement
The term of this Agreement shall commence on January 1, 1995 and
shall continue until December 31, 1995. The term shall be
extended for an additional one year period at the end of each
year through 1998 unless mutually agreed by you and the
Corporation.
William W. Colville
January 1, 1995
Page 2
3. Compensation
The Corporation shall pay you a monthly fee of $14,583.00 as
compensation for your services under this Agreement on or before
the last day of each month. For each of the first three months
of this Agreement, your fee will be $27,917.00.
4. Expenses
Throughout the term of this Agreement, you shall be reimbursed
for reasonable traveling and business expenses actually incurred
in the performance of your services hereunder, upon presentation
of adequate substantiation. The Company will also make
available to you (at the Corporation's expense) such office
space, secretarial and other support services, as designated by
you, as shall be necessary or appropriate to carry out your
duties under this Agreement.
5. Confidentiality
You shall hold in strict confidence and not disclose to any
other person during the term of this Agreement, or thereafter,
any confidential information relating to the business, employees
and customers of the Corporation and its subsidiaries and
affiliates, and shall maintain the attorney-client privilege
with respect to legal consultation services, except (a) to the
extent required by law, or (b) with the consent of the
Corporation. Upon termination of your consulting, you shall
deliver to the Corporation all files of the Corporation and its
subsidiaries and affiliates containing data, correspondence,
books, notes and other written or graphic records under your
control, regardless of the media in which they are embodied or
contained, relating to the business or employees of the
Corporation and its subsidiaries and affiliates.
6. Independent Contractor
In performing services under this Agreement, you are an
independent contractor. You are not, nor shall you hold
yourself out to be, an agent or employee of the Corporation, or,
except as authorized, a representative of the Corporation, and
you shall have no authority to take any action binding upon the
Corporation.
William W. Colville
January 1, 1995
Page 3
Without limiting the generality of the foregoing, the Company
shall furnish to Consultant within 60 days following the last
day of each calendar year this Agreement is in force, a Form
1099 reporting all fees paid to Consultant hereunder during the
affected calendar year. Consultant shall be solely responsible
for the filing of all federal, state and local income tax
returns and for the payment of all taxes reported due thereon.
The Company shall not be responsible for nor pay any federal or
state unemployment, social security, income or other employee
payroll taxes on account of Consultant's services hereunder.
Consultant, as an independent contractor to the Company, shall
not be entitled to participate in nor to receive any benefits
from the Company's employee pension benefit plans or employee
welfare benefit plans as a result of this Agreement.
7. Death
If you should die following commencement of the term of this
Agreement but prior to expiration of such term, your spouse (if
then living) or your estate shall receive the compensation
otherwise due to you until the next succeeding anniversary of
the commencement of the term.
8. Retirement Supplement
When your services as a Consultant to the Corporation end, the
supplemental pension benefit payable to you under the Pension
Agreement dated April 10, 1984, will be recomputed to include
the maximum term hereunder (five years) as if it were employment
by the Corporation under the Agreement, and the additional
supplemented pension will begin at that time. At your request,
this may be paid as a lump sum of $164,327.00.
9. The Corporation shall indemnify you to the fullest extended
permitted by applicable law for any losses or liabilities
incurred by you in connection with your services under this
Agreement, and shall likewise advance legal and other fees to
you in such regard to the fullest extent permitted. The
forgoing sentence shall survive any expiration or termination of
this Agreement.
William W. Colville
January 1, 1995
Page 4
10. Miscellaneous
This Agreement embodies the entire agreement and understanding
between you and the Corporation with respect to the consulting
services described hereunder and supersedes all prior
understandings or agreements between you and the Corporation
relating to your consulting services to the Corporation.
Neither this Agreement nor any term hereof may be changed,
waived or terminated except by an instrument in writing signed
by the party against which enforcement of the change, waiver or
termination is sought. Notices required to be given under this
Agreement shall be given (a) if to the Corporation, to the
Secretary at the Corporation's address set forth above, (b) if
to you, at your address set forth above, or (c) in either case,
at such other place as you or the Corporation shall notify the
other in writing. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Ohio.
11. Governing Law
This Agreement and all issues relating to its validity,
interpretation, performance and enforcement shall be governed by
and construed in accordance with the laws of the State of Ohio
as applied to contracts executed, delivered and performed wholly
within the State of Ohio.
If the foregoing is in accordance with your understanding, please sign the
enclosed copy of this letter in the space provided below at which point it
will be a binding agreement between you and the Corporation.
Very truly yours,
Glen H. Hiner
Chairman and Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/William W. Colville
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William W. Colville