Exhibit 10.15
[INTERNATIONAL PAPER LOGO]
January 26, 2004
Mr. James P. Melican
39 Willowmere Circle
Riverside, CT 06878
Dear Jim:
This letter shall confirm our understanding that you are prepared to
assist International Paper Company (hereinafter "IPC") in providing the
consulting services set forth on Schedule A, attached hereto and made apart
hereof (hereinafter "Consulting Services"). It is our further understanding that
you have agreed to render the Consulting Services during the life of this
Agreement in accordance with the following terms and conditions:
1. This Agreement shall commence on January 1, 2004 and expire on December
31, 2004. You will undertake the Consulting Services on a date to be
designated at IPC's discretion, or as soon thereafter as possible, it
being understood that you shall be engaged in rendering such Consulting
Services at such sites and times as IPC may designate.
2. As a fee for the Consulting Services hereunder, IPC agrees to pay you
Fifty Thousand Dollars ($50,000.00) per month, for the twelve (12)
month term of this Agreement. IPC will also compensate you for all your
reasonable travel expenses including food and lodging arising out of,
and in connection with, the Consulting Services, provided you submit
verification of such expenses, e.g., hotel and car rental receipts. You
shall submit an invoice detailing your consulting fee and itemized
travel expenses, and such invoices shall be due and payable within
forty-five (45) days after submission.
3. It is understood and agreed that you will personally perform your
services as an independent contractor and not as an employee or agent
of IPC. Accordingly, you are not authorized to commit IPC to any
contractual arrangement with any third party nor will your acts of
commission or omission be deemed the acts of
IPC for any purpose whatsoever. Further, you will not be carried on
IPC's payroll as a salaried employee, and you will not be entitled to
participate in any group insurance plan, social security, or other
fringe benefits that are provided to IPC employees. You shall not
delegate your duties under this Agreement without the express prior
written consent of IPC.
4. You warrant that you have full and complete rights to enter into this
Agreement, that you are under no obligation to any present or former
employer or other third party which would conflict with any part of
this Agreement, and that you will assume no such obligation during the
term of this Agreement. In performing the services contemplated
hereunder, you warrant that you will not disclose to IPC any
information which you are not legally free to disclose or for which you
are under an obligation of confidentiality to any third party.
5. You agree to perform the duties that may reasonably be assigned to you
hereunder to the best of your ability, experience and talents.
6. You will make and submit such oral and/or written reports and furnish
such data and information regarding the details of matters arising in
connection with the Consulting Services to IPC, as IPC may from time to
time require. In this connection, at IPC's request, you will:
a. make periodic oral reports;
b. discuss with IPC's representatives, on an informal basis, any
tentative or preliminary conclusions or recommendations;
c. submit to IPC drafts of proposed final conclusions and
recommendations;
d. prepare a formal report or opinion; and,
e. deliver promptly to IPC all work performed under this
Agreement and, upon expiration or termination of this
Agreement, deliver promptly to IPC any remaining completed or
uncompleted work under this Agreement, together with all
documents, data, and confidential information belonging to
IPC.
7. Without limitation, any know-how, inventions, data, sketches, drawings,
notebook and work sheet entries, whether or not of a technical,
operational, or economic nature, and any United States and foreign
patent applications directed thereto, which is conceived or developed
by you solely, or jointly with an IPC employee, and arising out of the
Consulting Services shall be the sole property of IPC, and you shall
perform such acts and execute such papers as are reasonably necessary
to perfect IPC's title therein. It is also agreed that any and all
written materials (including without limitation all sketches, drawings,
blueprints, reports and memoranda) which you prepare pursuant to this
Agreement, or anything
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produced by you in the performance of the Consulting Services shall be
the sole, exclusive and entire property of IPC. As to any such
materials subject to the protection of the Copyright Act of 1976, all
rights to copyright and reproduction shall be the property of IPC and
you agree to execute any papers necessary to perfect title and
copyright in IPC. If you produce anything for IPC in which you or third
parties have or claim rights you shall promptly notify IPC of the
subject matter and the claimed ownership.
8. It is understood and agreed that you shall maintain all information
about any matter referred to in Paragraph 7 above and all other
information which IPC may supply to you whether transmitted or conveyed
orally, in writing, in the form of drawings, or whether perceived or
observed by you in connection with rendering the Consulting Services,
as the strictly secret and confidential intellectual property of IPC
(hereinafter "Intellectual Property"), and you further agree:
a. not to make any use whatsoever of such Intellectual Property,
except in the performance of your duties under this Agreement,
and, accordingly, without limiting the generality of the
foregoing, not to use such Intellectual Property in connection
with any work performed by you for yourself or any third
party;
b. not to reveal to any third party any such Intellectual
Property whether supplied to you by IPC or originated wholly
or partially by you during the life of this Agreement; and,
c. that any such Intellectual Property submitted to you by IPC in
tangible form, such as drawings, sketches, reports, etc., and
any copies thereof, shall be returned to IPC upon completion
of the Consulting Services.
The sole and only exception to the foregoing obligations of secrecy and
confidentiality with respect to Intellectual Property shall be any of
the Intellectual Property which:
a. is, or hereafter becomes, generally available to the public
through, but not limited to, such means as a widely
disseminated publication such as patent, and such availability
to the public is not as a result of a breach of any provision
hereof;
b. is known by you prior to the date of this Agreement or your
employment with IPC, as can be evidenced by your written
records;
c. as can be evidenced by your written records, is received by
you from a third party, and such third party is not under a
direct or indirect obligation of secrecy to IPC; or,
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d. is released from such obligations of secrecy and
confidentiality with the prior written approval of an
authorized representative of IPC.
9. You agree that the payment provided for in Paragraph 2 above is full
and complete compensation for all obligations undertaken hereunder and
for all inventions, improvements, and rights to patents, copyrights,
and trade secrets assigned to IPC under this agreement.
10. IPC shall have the right to terminate this Agreement upon the breach by
you of your duties hereunder, provided that IPC gives you written
notice of the breach and you do not cure the breach within thirty (30)
days after IPC gives you the written notice. You shall have the right
to terminate this Agreement upon the breach by IPC of IPC's duties
hereunder, provided that you give IPC written notice of the breach and
IPC does not cure the breach within thirty (30) days after you give IPC
the written notice.
11. All notices, submissions and other communications provided for or
permitted hereunder shall be in writing and shall be made by hand
delivery, express courier, or first class mail, addressed as follows:
If to you: If to International Paper:
James P. Melican Maura A. Smith
39 Willowmere Circle International Paper
Riverside, CT 06878 400 Atlantic Street
Stamford, CT 06921
12. The Parties acknowledge that they were entitled to separate counsel and
they have either employed such counsel or voluntarily waived their
right to consult with counsel.
13. This is the complete agreement of the parties with respect to the
subject matter hereof, namely consulting services to be provided by you
to IPC. It does not address or supersede any other arrangement or
agreement between you and IPC.
14. This agreement is of a personal nature and may not be assigned.
15. The parties hereby expressly acknowledge and agree that this Agreement
is entered into in the State of Connecticut and, to the extent
permitted by law, shall be construed, interpreted and enforced in
accordance with the laws of the State of New York, U.S.A.
16. Any provision hereof prohibited or unenforceable under any applicable
law of any jurisdiction shall, as to such jurisdiction, be ineffective
without affecting any other provision of this Agreement. To the full
extent, however, that the provisions of such applicable law may be
waived, they are hereby waived to the end that this
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Agreement be deemed to be a valid and binding agreement enforceable in
accordance with its terms.
17. Except for your obligations set forth in Paragraphs 6, 7, 8 and 9
above, which shall survive termination of this Agreement, there shall
be no further obligations between the parties hereto upon termination
of this Agreement.
If the foregoing is acceptable to you, we shall appreciate your so indicating by
signing both copies of this Agreement in the spaces provided and returning one
fully executed copy to Maura A. Smith, International Paper, 400 Atlantic Street,
Stamford, CT 06921.
INTERNATIONAL PAPER COMPANY
By: Maura A. Smith
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Name: Maura A. Smith
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Title: Senior Vice President,
General Counsel and Secretary
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AGREED TO AND ACCEPTED BY:
Name: James P. Melican
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James P. Melican
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Date:
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SCHEDULE A
Description of the Consulting Services
The consulting services will include: Providing consulting services to IPC in
connection with its majority-owned subsidiary, Siding Administration and
Recovery Maximization Company ("SARMCo").
In addition, the Consulting Services may include services reasonably requested
from time to time by the Chairman and Chief Executive Officer of IPC.