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EXHIBIT 10.20
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into by and
between TYLER CORPORATION, a Delaware corporation, (the "Company"), and JOSEPH
F. MCKINNEY, an individual resident of Dallas, Texas ("Consultant"), effective
as of October 7, 1996.
1. Consulting Relationship Consultant agrees to serve as a consultant to
the Company, on the terms and conditions set forth in this Agreement. The
parties agree that Consultant will be an independent contractor, not an
employee.
2. Services. Consultant agrees during the term of service as a consultant
to devote such time and effort as shall be reasonably required of Consultant.
All services rendered by Consultant on behalf of the Company shall be performed
to the best of his ability and in furtherance of the welfare and objectives of
the Company.
3. Term. Consultant's term of service as a consultant to the Company
under this Agreement shall commence on October 7, 1996, and shall terminate on
October 6, 1997.
4. Compensation. For all services rendered by Consultant under this
Agreement, the Company shall pay Consultant, and Consultant agrees to accept as
full consideration for his services as a consultant $475,000. Consultant shall
bear all of Consultant's expenses incurred in the performance of this
agreement.
5. Confidentiality. During the term of this Agreement, Consultant will
have access to and become familiar with various trade secrets, including, but
not limited to, compilations of information, records, specifications, and other
non-public information (all of which are hereinafter referred to as "Trade
Secrets") which are owned by and are regularly used in the business of the
Company and its affiliates. Consultant acknowledges that such Trade Secrets
are valuable assets of the Company, the disclosure of which would cause loss of
profits and goodwill to the Company. Consultant shall not directly or
indirectly disclose any of the Trade Secrets or use any of them in any way,
either during the term of this Agreement or at any time thereafter, except as
required in the course of rendering services on behalf of the Company pursuant
to this Agreement. All files, records, documents, drawings, specifications,
information , data, and similar items relating to the business of the Company
and its affiliates, whether prepared by Consultant or otherwise coming into his
possession, shall remain the exclusive property of the Company and its
affiliates and shall not be used under any circumstances without the prior
written consent of the Company, and in any event shall be promptly delivered to
the Company upon the termination of Consultant's employment hereunder. For the
purpose of this Agreement, an "affiliate" of the Company shall be deemed to be
any natural person or entity that controls, is controlled by, or is under
common control with the Company.
6. Effect of Termination on Compensation. If this Agreement terminates
because of the death of Consultant, any amount that may be due to him hereunder
as of the date of his death shall be paid to his estate.
7. Compliance With Laws. Consultant represents and warrants to the
Company that, during the term of this Agreement, he shall not (i) take any
action the taking of which would result in, or (ii) fail to take any action if
such failure would result in, the violation by the
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Company of any statute, judicial ruling, regulation, rule, procedure, or other
binding legal provision of the United States or of any other jurisdiction.
8. Assignment. This Agreement is personal to the parties and may not be
assigned in any way by either.
9. Notices. All notices required or permitted to be given to either party
hereto shall be in writing and shall be deemed to have been duly given when
actually delivered or when mailed by registered or certified mail, postage
prepaid, return receipt requested, to such party at the appropriate one of the
following addresses:
If to the Company: Tyler Corporation
2121 San Jacinto Street
Suite 3200
Dallas, Texas 75201
If to Consultant: Joseph F. McKinney
4222 University Boulevard
Dallas, Texas 75205
Either party may change his address by giving notice of change of address to
the other party.
10. Company Contracts. Consultant shall have no right or authority at any
time to make any contract or binding promise of any nature on behalf of the
Company, whether oral or written, without the express written consent of the
Company.
11. Costs of Enforcement. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, court costs, and necessary
disbursements in addition to any other relief to which he or it may be
entitled.
12. Miscellaneous. Whether or not specifically required under the terms
of this Agreement, each party hereto shall execute and deliver such documents
and take such further action as shall be necessary in order for such party to
perform all of his or its obligations specified herein or reasonably implied
from the terms hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above written.
TYLER CORPORATION
By: /s/Richard W. Margerison
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CONSULTANT
/s/Joseph F. McKinney
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Joseph F. McKinney