1
EXHIBIT 10(j)
AGREEMENT
This instrument dated September 1, 1996 reduces to writing the
agreement made effective that date by and between Tecnol Medical Products, Inc.
(hereinafter, in combination with its subsidiary corporations, called
"Tecnol"), and Jack G. Johnson (hereinafter called "Agent"), and is based in
part on the following facts:
A. Tecnol is and will be engaged in various legal matters,
including litigation, which are handled by various law firms;
B. Because of the broad range of duties of Tecnol's General
Counsel, who is also its Chief Operating Officer, such officer is unable for
the time being to devote to all such Tecnol legal matters involving such law
firms the amount of time which he and Tecnol's Chief Executive believe is the
optimum for Tecnol's best interests; but because these circumstances may be
temporary, it is not considered desirable at this time to expand Tecnol's legal
staff by hiring on a permanent basis a person experienced in litigation
supervision.
C. Agent is a retired former practicing lawyer who was for a
number of years Tecnol's primary legal counsel, as well as having been for
several years the primary legal counsel for a previous company for which
Tecnol's chief executive was then chief executive; and Agent also served for
several years as General Counsel for a large public corporation, and in such
capacity dealt extensively on behalf of such corporation with outside law
firms, including dealing extensively with litigation matters; and
D. Tecnol has determined that it is in its best interest that
Agent be engaged on the terms and conditions hereinafter stated as its agent
and representative to act on Tecnol's behalf in
2
dealing with law firms handling various of its legal matters, including
litigation, and Agent has agreed to so act.
NOW THEREFORE, Tecnol and Agent covenant and agree as follows;
1. Effective with the date of this Agreement Tecnol has engaged
and engages Agent as an independent contractor, and not as an employee, to be
Tecnol's agent and representative to act on Tecnol's behalf in dealing with one
or more law firms with respect to various litigation and other legal matters of
Tecnol, as selected and agreed upon from time to time between Tecnol's General
Counsel or its Chief Executive and Agent; and in that capacity Agent shall have
the authority on behalf of Tecnol to obtain professional legal services and to
act for Tecnol on the advice rendered pursuant thereto, and he shall act with
and consult with Tecnol's General Counsel and Chief Executive in making major
decisions for Tecnol with respect to such litigation and other legal matters.
It is understood that since his retirement Agent has not maintained in active
status his license to practice law, and he will not be functioning for Tecnol
as a lawyer, but as an agent and representative for Tecnol in dealing with its
lawyers and making decisions based on their advice. It is also understood that
although Jack G. Johnson is a member of the board of directors of the Tecnol
parent company, his work for Tecnol under this Agreement is unrelated to his
service as such a director, and none of the compensation earned by him under
this Agreement is in any way related to or dependent upon his status as, or
continued service as, such a director.
2. It is uncertain at this time how long Tecnol's best interests
will be served by Agent's service under this Agreement. Such service may
continue for more than two years, but either Tecnol or Agent shall have the
right to terminate Agent's services hereunder by giving written notice to the
other. Similarly, the appropriate amount of Agent's compensation under this
Agreement is uncertain at this time, and the parties have agreed that no such
compensation shall
3
actually be due and payable to Agent until the month of February, 1999,
regardless of any prior termination. All such compensation theretofore earned
hereunder by Agent shall be paid to him during such month of February, 1999,
and not before or after. At the outset it is agreed that such compensation
earned by Agent shall be at the rate of Ten Thousand Dollars ($10,000) per
month, based on the assumption that Agent will be devoting, on average, an
amount of time consistent with that amount, taking into consideration Agent's
experience and abilities. Tecnol shall have the right, however, unilaterally
to reduce the amount of such compensation at any time, upon written
notification to Agent if it considers such stated amount to be inappropriate in
relation to the services performed; but any retroactive reduction shall only be
effective if such written notice is given to Agent within sixty (60) days after
the expiration of Tecnol's fiscal quarter in which the services affected shall
have been rendered.
3. Agent expects to work primarily from his home and to
communicate with Tecnol's lawyers and executives primarily by telephone except
when circumstances make his presence at Tecnol or a law firm or elsewhere
desirable. In the event that Agent's long distance telephone calls and travel
expenses pursuant to this Agreement shall at some point exceed a nominal amount
he shall have the right to submit to Tecnol from time to time a statement of
such expenses and have them reimbursed by Tecnol, but Tecnol shall have no
obligation to reimburse any expense item unless a statement listing that item
is submitted to Tecnol in writing within ninety (90) days after the date such
expense was incurred by Agent.
4. All Tecnol information received by Agent from any source
pursuant to his services under this Agreement shall be strictly confidential
and shall not be disclosed by him to any party or entity except Tecnol's
authorized officers and its legal counsel.
4
5. This Agreement shall be binding upon Tecnol, its successors
and assigns and upon Agent, his heirs and personal representatives.
Executed by the parties hereto effective the date indicated.
TECNOL MEDICAL PRODUCTS, INC.
By s/s David Radunsky
-----------------------------------------
s/s Jack G. Johnson
-----------------------------------------
JACK G. JOHNSON