EXHIBIT 10.13
CONSULTANT AGREEMENT
This Agreement is entered into this 27th day of January, 1994, between
Motorola, Inc., a Delaware corporation ("Motorola") and Dr. Gardiner L. Tucker
("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 in the development of Motorola's Corporate Intelligence Program,
enhancing the relevance and timeliness of intelligence provided to members of
the CEO's office and Sector/Group General Managers, and on various other issues
as they become relevant or pertinent to the continued health and welfare of
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 a separate letter between Consultant and Timothy L. Stone, said
letter being incorporated herein as Appendix A.
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/ Gardiner Tucker BY: /s/ Richard H. Weise
----------------------------- --------------------------------
Gardiner Tucker Richard H. Weise
Senior Vice President,
General Counsel & Secretary
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APPENDIX A
March 11, 1993
Dr. Gardiner L. Tucker
13 Quarter Mile Road
Westport, CT 06880
Dear Gardiner:
We are very pleased that you are continuing your consulting relationship with
Motorola. Enclosed please find two copies of a Consultant Agreement for 1993
for your signature.
We have agreed that you will be compensated in an amount not to exceed $10,000
per year plus travel and expenses. Motorola shall be responsible for all such
expenses which you incur in performing the services pursuant to our arrangement.
We will appreciate your submitting statements of services and expenses which you
incur for payment on a twice a year basis.
Once again, I am delighted that Motorola will continue to benefit from your
expertise which has proved so invaluable to the Company.
If you have any questions with respect to the Agreement or the fee arrangement,
please do not hesitate to contact me. Once you have signed both copies of the
Agreements, please return them both to me for my signature and I will return one
completely executed copy to you.
Regards,
/s/ Tim Stone
Vice President and Director of
Analytical Research
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