Exhibit 10.14
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of the 31st day
of March, 1996, by and between Tredegar Industries, Inc., a Virginia
corporation, 1100 Boulders Parkway, Richmond, Virginia (hereinafter called
"Tredegar"), and Richard W. Goodrum, an individual residing at 12830 River Hills
Drive, Midlothian, Virginia (hereinafter called "Goodrum").
W I T N E S S E T H:
WHEREAS, Goodrum intends to retire as an employee of Tredegar effective
on March 31, 1996;
WHEREAS, Goodrum has had significant experience with Tredegar's
businesses and operations, including serving as a member of its Executive
Committee and Management Committee.
WHEREAS, Tredegar desires to obtain the benefit of such experience by
retaining the consulting services of Goodrum; and
WHEREAS, Goodrum has agreed to continue as a member of Tredegar's Board
of Directors, Executive Committee and Management Committee.
NOW THEREFORE, the parties hereto mutually agree as follows:
1. Tredegar hereby retains Goodrum as a consultant, to remain generally
familiar with the affairs of Tredegar and its subsidiaries and to make himself
available for advice, meetings and consultation (by telephone or in person) from
time to time as reasonably requested.
2. During the term of this Agreement, Goodrum agrees to serve as a
member of Tredegar's Executive Committee and Management Committee for such
period as may be requested by Tredegar.
3. Goodrum agrees to make a quarterly visit to Tredegar Film Products'
Terre Haute technical facility. Upon the request of Tredegar, Goodrum agrees to
visit other locations of Tredegar or its subsidiaries to provide special advice
on operational and other matters.
4. Goodrum agrees to perform such other special projects for Tredegar
and its subsidiaries as may be reasonably requested by Tredegar.
5. Throughout the term of this Agreement, Goodrum will devote his best
efforts in the interest of Tredegar in the performance of such services as he
may be reasonably requested to provide hereunder.
6. Goodrum agrees to keep himself generally informed regarding
Tredegar's affairs, particularly such operational matters as may be designated
from time to time by Tredegar.
7. Tredegar agrees to provide Goodrum with office space, limited
secretarial assistance and access to business publications and internal
documents so as to enable Goodrum to be effective.
8. For the services rendered hereunder by Goodrum (including his
service as a member of Tredegar's Executive Committee and Management Committee),
Tredegar shall pay Goodrum and Goodrum hereby accepts as full compensation
therefor the annual amount of $25,000, which payments will be made in quarterly
installments in advance and prorated for any partial year.
9. Tredegar will reimburse Goodrum for his reasonable traveling and
miscellaneous expenses incurred in the performance of his services hereunder,
provided that such expenses shall be approved by another member of Tredegar's
Executive Committee.
10. During the term of this Agreement, Goodrum shall be deemed for all
purposes an independent contractor and not an "employee" of Tredegar.
11. Any and all inventions, discoveries, improvements, ideas,
processes, methods, formulae and modifications (collectively, "Inventions") made
or conceived by Goodrum during the term of this Agreement as the direct or
indirect result of the services rendered hereunder that relate to the actual or
anticipated business of the Company shall become the absolute property of
Tredegar, and Goodrum will promptly disclose to Tredegar and upon its request
assign to it such Inventions without further compensation or remuneration.
Goodrum agrees to execute from time to time, during or after the term hereof,
such documents as Tredegar may consider necessary to evidence Tredegar's
ownership of such Inventions.
12. Goodrum agrees that he will not during or after the term of this
Agreement disclose to anyone other than the officers and duly authorized
employees and representatives of Tredegar, except with the written permission of
Tredegar, any unpublished knowledge or information that may be obtained by him
from Tredegar or from others in the course of his duties hereunder with respect
to the conduct and details of the business or the processes, formulae,
compounds, equipment, machinery, appliances, "know-how" and arts used or usable
by Tredegar in its business, in its research and development activities, or any
business contemplated by Tredegar, or any other unpublished knowledge or
information so obtained of whatever character.
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13. During the term of this Agreement, Goodrum agrees that he will not
act on behalf of any other party on matters involving use of information
obtained from Tredegar or involving any conflict with work performed for
Tredegar.
14. The initial term of this Agreement shall be the one-year period
commencing on April 1, 1996 (the "Initial Term"), and this Agreement shall
automatically renew for additional successive one-year terms unless one of the
parties hereto provides the other party with notice of its intent to terminate
this Agreement at least thirty (30) days prior to expiration of the then current
term of the Agreement. Notwithstanding the foregoing, this Agreement shall
terminate upon Goodrum's death, and, at the option of Tredegar, this Agreement
may be terminated upon sixty (60) days prior written notice to Goodrum in the
event of Goodrum's disability, if Tredegar determines in good faith that such
disability renders Goodrum substantially unable to perform services requested
hereunder. Goodrum's obligations set forth in paragraphs 11 and 12 above shall
survive the termination of this Agreement.
15. Due to the personal nature of this Agreement as it pertains to
Goodrum, his duties and interests shall not be assignable or transferable
without the prior written consent of Tredegar.
16. There are no other agreements or understandings, verbal or in
writing, between the parties hereto regarding the subject matter of this
Agreement or any part thereof.
17. This Agreement shall be construed and interpreted under the laws of
Virginia.
IN WITNESS WHEREOF, Tredegar Industries, Inc. has caused this
instrument to be signed in its name by its duly authorized officer and Richard
W. Goodrum has hereunto set his hand, all as of the day and year first above
written.
TREDEGAR INDUSTRIES, INC.
By /s/ John D. Gottwald
John D. Gottwald
President
/s/ Richard W. Goodrum
Richard W. Goodrum