EXECUTIVE CONSULTING AGREEMENT
THIS AGREEMENT, entered into as of this 1st day of April
1996, by and between USG Corporation, a corporation organized and
existing under the laws of the State of Delaware (hereinafter
called "USG") and EUGENE B. CONNOLLY, an individual residing in
Barrington, Illinois.
W I T N E S S E T H :
WHEREAS, CONNOLLY has served in executive positions for USG
Corporation including Chairman and Chief Executive Officer for a
number of years and has had extensive experience in the business
and affairs of USG; and
WHEREAS, CONNOLLY retired as an officer of USG March 31,
1996; and
WHEREAS, USG desires to utilize the business experience and
knowledge of CONNOLLY from time to time in handling specific
projects and other special assignments, as appropriate; and
WHEREAS, CONNOLLY desires to make such services and advice
available to USG, provided that the rendering of such services
and advice allows CONNOLLY time for other interests and does not
affect in any way the right of CONNOLLY to receive any benefits
under benefit plans of USG or any contractual entitlement from
USG;
NOW, THEREFORE, for and in consideration of the premises and
mutual promises herein contained, the parties hereto agree as
follows:
ARTICLE 1. CONNOLLY agrees to make himself available to USG
to render services and advice on the business and affairs of USG.
Such services and advice shall be rendered in the manner
hereinafter provided and to the extent and on the days to be
agreed on by USG and CONNOLLY and may include but shall not be
limited to the following: advice and counsel to the Chairman and
Chief Executive Officer with respect to relationships with the
Board of Directors of USG and external parties; advice and
guidance with respect to product liability and general
litigation; and counsel and support with respect to international
joint ventures and acquisitions.
ARTICLE 2. CONNOLLY agrees to make himself available to USG
at such times as the parties may mutually agree, beginning with
the date of this Agreement through December 31, 1996. USG agrees
to pay CONNOLLY a monthly retainer of eleven thousand one hundred
eleven dollars and eleven cents ($11,111.11) per month for each
of the nine (9) months this Agreement is in effect. Each such
monthly retainer shall be paid on or before the fifteenth day of the
following month.
ARTICLE 3. In addition to the retainers set forth in ARTICLE
2, USG agrees to reimburse any reasonable travel, living
expenses, and telephone expenses incurred by CONNOLLY in the
interests of USG and such other extraordinary expenses as USG may
from time to time authorize. Reimbursement for expenditures
shall be made upon presentation of receipts or other evidence of
such expenditures.
ARTICLE 4. During the term of this Agreement, CONNOLLY shall
work closely with the Chairman and Chief Executive Officer, USG
Corporation, and persons designated by him. Said Chairman and
Chief Executive Officer, USG Corporation, or persons designated
by him shall identify the specific consulting projects to be
performed by CONNOLLY, and arrange any necessary conferences
between CONNOLLY, executives of USG and outside parties.
ARTICLE 5. It is understood that nothing in this Agreement
shall be construed to create a partnership or joint venture or
the relationship of employer and employee. CONNOLLY will at all
times be deemed an independent contractor and, accordingly, USG
will not make any deductions required by law to be made from
compensation paid by an employer to an employee. As an
independent contractor, CONNOLLY will be required to perform his
duties hereunder only according to the provisions hereof. In
fulfilling the terms of this Agreement, CONNOLLY will be
responsible for results only, will have no authority to direct
the employees of USG, and will not be subject to the control of
USG or any officers or employees of USG.
ARTICLE 6. CONNOLLY recognizes that by virtue of this
Agreement, he occupies a position of confidence and trust in his
dealings with USG and agrees to use his best efforts to prevent,
either during the term of this Agreement or at any time
thereafter, duplication or disclosure of data, plans,
specifications, formulae, drawings, or any other information,
whether business or technical, of a confidential nature furnished
directly or indirectly, in writing or otherwise and at any time,
to CONNOLLY by USG.
ARTICLE 7. This Agreement shall not be assigned by either
party without the prior written consent of the other party
hereto, except that it may be assigned without such consent to
the successor of USG or to a person, firm or corporation
acquiring all or substantially all of the business and assets of
USG. Nothing herein contained, however, shall be deemed to
prevent USG from assigning this Agreement to any affiliated
company.
ARTICLE 8. CONNOLLY agrees that he will communicate to USG
or its nominee any and all inventions and improvements conceived
by him solely or jointly with others relating to the business and
affairs of USG and arising out of his work as a consultant for
USG and that he will assign to USG or its nominee all his right,
title, and interest to any and all such inventions and
improvements,including both the United States and foreign rights. CONNOLLY
further agrees to execute at any and all times, upon request of
USG or any of its successors or assigns or nominees, any and all
papers necessary or desirable to apply for or obtain Letters
Patent of the United States or foreign countries and to vest
complete title thereto in USG or its successors or nominees, as
the case may be, including, but not by way of limitation, any and
all papers relating to interferences, reissues, continuations,
continuations-in-part, or litigation relating to any of said
improvements or inventions.
ARTICLE 9. CONNOLLY agrees to make all reports and
recommendations to USG in writing upon completion of his work
upon any assigned subject if so requested by USG.
Upon termination of this Agreement for any cause whatsoever, all
designs, reports, and writings prepared for USG not theretofore
delivered to USG shall become the property of USG and be
delivered to USG by CONNOLLY.
CONNOLLY agrees that he will not publish or use, except for the
benefit of USG's business, any information arising out of, in
connection with, or relating to his consulting services performed
hereunder without prior written permission of USG.
ARTICLE 10. The term of this agreement shall be for nine (9)
months from the date first stated above thereby ending December
31, 1996. In the event USG desires to utilize CONNOLLY's
services beyond expiration of said term, it shall so advise him
by no later than the close of business on November 30, 1996.
ARTICLE 11. During the term of this Agreement and for a
period of one (1) year thereafter, CONNOLLY shall not acquire an
interest in, become associated with or employed by, or engage in
consulting work for, any person, firm, or corporation which
competes with USG or any of its subsidiaries or affiliated
companies in any line of business in any section of the United
States, (except in non-competitive fields approved in writing in
advance by USG) or which otherwise has interests adverse to USG.
ARTICLE 12. All notices provided for in this Agreement shall
be given in writing either by personal delivery of such notice or
by depositing the same, postage prepaid, in the United States
mail, addressed to the parties respectively at the following
addresses:
USG: USG Corporation
125 South Franklin Street
Chicago, Illinois 60606
Attention: Chairman, President and Chief
Executive Officer
CONSULTANT: Mr. Eugene B. Connolly
25360 Wagon Wheel Court
Barrington, IL 60010
ARTICLE 13. This Agreement shall be construed and the legal
relationship of the parties determined in accordance with the laws
of the State of Illinois.
ARTICLE 14. This Agreement shall not become effective until
executed by USG. No change in, addition to, or waiver of the
terms and conditions hereof shall be binding upon either party
unless approved in writing by such party or by its authorized
officer or officers. No modification shall be effected by the
acknowledgment or acceptance of commercial forms containing
different terms or conditions.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed in duplicate and their signatures affixed
hereto as of the day and year first above written.
USG CORPORATION
By:
Senior Vice President and
Chief Administrative Officer
ATTEST:
Corporate Secretary
CONSULTANT:
Eugene B. Connolly
WITNESS:
Name