EXHIBIT 10.12
CONSULTANT AGREEMENT
This Agreement is entered into this 27th day of January, 1994, between
Motorola, Inc., a Delaware corporation ("Motorola") and John T. Hickey
("Consultant"). In consideration of the mutual promises contained herein and
other valuable consideration, the parties mutually agree as follows:
1. TERM. This Agreement is deemed to have begun on January 1, 1994 and
continue through December 31, 1994 and may thereafter be renewed on an annual
basis upon written agreement of the parties, provided, however, that either
Motorola or Consultant may terminate this Agreement or any renewal thereof upon
thirty (30) days' notice to the other party.
2. STATEMENT OF SERVICES. Consultant agrees to be available to Motorola
for consulting services in the areas described in the attached letter dated
December 18, 1992 between Consultant and Carl F. Koenemann, said letter being
incorporated herein as Appendix A, and other areas as shall from time to time be
agreed upon by Consultant and Motorola.
3. PAYMENT. For services performed pursuant to this Agreement,
Consultant will be compensated at an amount and under such terms as are
contained in Appendix A. Consultant shall be reimbursed for all expenses which
are necessary for and incident to the performance of service hereunder upon
approval of Motorola.
4. RECORDS, REPORTS AND INFORMATION. Consultant agrees to furnish
Motorola with information with respect to the services covered by this Agreement
upon request. Consultant specifically agrees to maintain expense sheets and
other evidence in compliance with federal contracting requirements, if any, to
accurately show the services performed under this Agreement and to submit such
information to Motorola as required.
5. INDEPENDENT CONTRACTOR. Consultant shall perform agreed upon services
pursuant to this Agreement as an independent contractor, and shall not be
entitled to participate in Motorola's profit sharing, pension, or other plans
for the benefit of Motorola employees.
6. WRITINGS AND OTHER DATA TO BECOME PROPERTY OF MOTOROLA. Consultant
agrees that all notes, writings and memoranda prepared and/or produced by
Consultant in the performance of this Agreement shall, upon request, become the
sole property of Motorola, including all rights therein of whatever kind, and
shall not be disclosed to any other person or firm by Consultant.
7. INFORMATION FURNISHED TO CONSULTANT BY MOTOROLA. Any Motorola
proprietary information received by Consultant used in the performance of this
Agreement may not be used for any other purpose and shall be held in confidence
by Consultant.
8. PROTECTION OF MOTOROLA'S BUSINESS. Consultant agrees that during the
term of this Agreement he will not in any manner use any Motorola
proprietary information for the benefit of any other person or company or
divulge such information or data to others. Consultant further agrees that he
will not serve as a consultant to any independent company or business segment of
a corporation that is competitive with Motorola during the term of this
Agreement.
9. CODE OF CONDUCT. Notwithstanding Consultant's status as an
independent contractor, Motorola expects that and Consultant hereby agrees to
conduct himself on behalf of Motorola in accordance with the relevant sections
of the Motorola Code of Conduct, which is attached hereto as Appendix B. Should
Consultant require interpretation of any section of said Code of Conduct, such
can be obtained by contacting Motorola's Senior Vice President and General
Counsel, who is currently Richard H. Weise, 1303 E. Algonquin Road, Schaumburg,
Illinois 60196; (708) 576-5009.
10. GENERAL REPRESENTATION OF COMPLIANCE. Consultant agrees to comply
with all other standards, laws and procedures pertaining to this Agreement which
are currently in effect or which are subsequently implemented by any government
agency or industry consortium to which Motorola belongs.
11. ENTIRE AGREEMENT. This Agreement constitutes the final expression of
the agreement of the parties; it is intended as a complete and exclusive
statement of the terms of their agreement; and it supersedes all prior and
concurrent promises, representations, negotiations, discussions, and agreements
that may have been made in connection with the subject matter hereof.
IN WITNESS WHEREOF, each of the parties has executed this Agreement on the
day and year first above written.
MOTOROLA, INC.
BY: /s/ John T. Hickey BY: /s/ Richard H. Weise
------------------------- --- ---------------------------------
John T. Hickey Richard H. Weise
Senior Vice President,
General Counsel & Secretary
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UPDATED APPENDIX A
December 18, 1992
Mr. John T. Hickey
614 South Avenue
Glencoe, IL 60022
Dear Jack:
This letter is to confirm our previous discussions with regard to your
consulting relationship with the Profit Sharing and Retirement Plans for 1993.
We agreed that you will continue to be a member of the Profit Sharing and
Pension Committees and be available to consult with the investment professionals
within the company on an as required basis. We have agreed that this
arrangement would continue for the calendar year 1993 after which we would re-
evaluate your ongoing participation.
For the consulting services indicated above, it was agreed that you would be
compensated at the rate of $8,000 per quarter. We assume that you will continue
your prior practice of sending us a statement of consulting fees due at the
conclusion of each quarter.
Let me take this opportunity to say that we continue to value your expertise and
find it of great help to have you raise issues of significance and to challenge
issues espoused by the other investment professionals with the company. We look
forward to a successful year in 1993.
Sincerely,
/s/ Carl F. Koenemann
Executive Vice President and
Chief Financial Officer
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