CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of
November 1, 1994 between ROBERT M. DE KRUIF ("Consultant") and
H. F. AHMANSON & COMPANY, a Delaware corporation (the "Company").
In consideration of the mutual covenants set forth herein, the
parties agree as follows:
1. ENGAGEMENT. The Company hereby engages
Consultant, and Consultant hereby accepts engagement, as a
consultant to the Company for a term from the date hereof through
October 31, 1995.
2. DUTIES. Consultant shall provide the Company with
professional services regarding the matters listed on Exhibit A
attached hereto. Consultant shall also provide consultation and
advice to the Company and its subsidiaries on such matters
regarding government affairs as the Chief Executive Officer or
the General Counsel of the Company may from time to time request
in writing.
a. REPORTING. Consultant shall report to and be
subject to the supervision and control of the Chief Executive
Officer of the Company or any person designated by the Chief
Executive Officer and shall provide such officer, at such times
and in such form and detail as such officer shall require, with
reports of his performance and accomplishments and of
developments and progress in the matters and projects which he
undertakes pursuant to this agreement. Consultant shall meet
with the Chief Executive Officer of the Company or his designee
at least monthly with respect to all consulting services provided
by Consultant to the Company hereunder.
b. COMPLIANCE. In performing services for the
Company pursuant to this agreement, Consultant shall use his best
efforts to cause the Company to comply with all applicable laws
and regulations.
3. COMPENSATION. During the term of this agreement
the Company shall pay to Consultant as compensation in full for
his services hereunder a monthly retainer of $8,333.33, payable
at the end of each month. For purposes of Section 1 of the
Employment Agreement between the Company and Consultant dated
March 1, 1975, as amended, the monthly retainer payments
specified in the foregoing sentence shall not be considered
"direct compensation paid to Executive" [as defined in the
Employment Agreement] by the Company and, therefore, shall not be
aggregated in determining whether Executive has received the
minimum annual salary provided for under the Employment
Agreement.
4. OFFICE SERVICES. For the purpose of enabling
Consultant to render services hereunder, the Company shall
provide Consultant with an office and all necessary business
equipment and supplies needed to perform his duties under this
agreement.
5. EXPENSES. The Company shall reimburse Consultant
for all reasonable expenses necessarily incurred by Consultant in
providing consulting services to the Company. Consultant shall
2
obtain prior approval of the Chief Executive Officer of the
Company of any reimbursable expense in excess of $500.
6. INDEPENDENT CONTRACTOR. Consultant is an
independent contractor and will not be treated as an employee
with respect to services performed for the Company for any
purposes, including, but not limited to, federal, state or local
tax purposes, or for the purposes of worker's compensation or
unemployment benefit laws. No amounts will be withheld from fees
payable to Consultant under this agreement for the purposes of
Federal Insurance Contribution Act (Social Security), or for
other federal, state or local tax withholding laws. Consultant
alone is responsible for the payment of all income and employment
taxes and estimates thereof on all fees received from the
Company. Consultant shall not have authority to (a) execute any
document in the name or on behalf of the Company, (b) enter into
any oral or written commitments involving the Company, or
(c) otherwise obligate the Company in any manner whatsoever.
7. NOTICES. Any notice required or permitted
hereunder shall be in writing, shall be deemed given only upon
receipt and shall be mailed or delivered addressed as follows:
a. If to the Company:
H. F. Ahmanson & Company
4900 Rivergrade Road
Irwindale, California 91706
Attention: Chief Executive Officer
3
b. If to Consultant:
Mr. Robert M. De Kruif
900 Oxford Road
San Marino, California 91108
or to such other address as either party shall provide for such
purpose pursuant to this section.
8. PERSONAL SERVICES. No rights or obligations of
Consultant hereunder may be assigned or delegated without the
prior written consent of the Company. Any attempted assignment
or delegation without such consent shall be void.
9. ARBITRATION. In the event of a dispute arising
over the interpretation or enforcement of any of the provisions
of this agreement, or any other controversy or claim arising out
of or relating to the agreement, Consultant and the Company agree
to submit such dispute to arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association. Consultant and the Company agree that the
arbitration shall occur in Los Angeles, California.
4
IN WITNESS WHEREOF, the undersigned have executed this
Consulting Agreement effective as of the date first set forth
above.
H. F. AHMANSON & COMPANY
By /s/ Merrill S. Wall
Merrill S. Wall
First Vice President
/s/ Robert M. De Kruif
Robert M. De Kruif
5
Exhibit A
AHMANSON RANCH PROJECT: Help the Company obtain entitlements and
building permits on whatever development plan is ultimately put
forward.
SUTTER BAY PROJECT: Help the Company obtain entitlements and
building permits on whatever development plan is ultimately put
forward.
OTHER DEVELOPMENT PROJECTS: Help the Company from time to time
in working with local governments and agencies.
CALIFORNIA STATE GOVERNMENT: Maintain and develop relationships
with state government to permit access if needed by the Company.
CALIFORNIA AND FEDERAL LEGISLATIVE BRANCHES: Arrange meetings
for Company officers with appropriate members of these bodies in
pursuit of our legislative agenda.
6