EXHIBIT 10.1
CONSULTING AGREEMENT
CONSULTING AGREEMENT, effective as of July 1, 2006, between Chicago Rivet &
Machine Co., an Illinois corporation (the "Company"), and John C. Osterman (the
"Consultant").
WHEREAS, the Company and the Consultant wish to enter into a consulting
agreement upon the terms and subject to the conditions set forth below.
NOW THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. General. The Company hereby agrees to engage the Consultant, and
the Consultant hereby agrees to perform services for the Company on the terms
and conditions set forth herein.
2. Term. The Term of this Agreement (the "Term") shall commence as of
the date hereof and, unless extended by mutual written agreement of the parties,
shall automatically terminate on the first anniversary of the date hereof
without any further action by either party. The Consultant's engagement as a
consultant hereunder and the Term may also be terminated by either party at any
time with thirty (30) days' advance written notice to the other party. The Term
shall also terminate automatically on the death or disability of the Consultant.
Sections 5 (with respect to fees accrued and expenses incurred prior to the date
of termination), 6 and 8-16 shall survive the expiration or termination of this
Agreement and the Term.
3. Duties. From time to time during the Term, the Consultant shall
render to the Company such services as Consultant and the Company may agree upon
in writing from time to time, including those set forth on Exhibit A, as amended
from time to time.
4. Place of Performance/Office Use. The Consultant shall perform his
duties and conduct his business at such locations as are reasonably acceptable
to him and the Company, such locations shall include the Consultant's place of
residence and the Company's offices.
5. Compensation.
(a) Fees. During the Term, the Company shall pay to the Consultant,
$60,000.00 as compensation for the services to be performed by the Consultant
hereunder, such payments to be made quarterly.
(b) Business Expenses. In connection with the performance by the
Consultant of consulting services hereunder, the Company shall reimburse the
Consultant for all reasonable business expenses in accordance with the Company's
normal reimbursement procedures.
(c) Independent Contractor. It is understood and agreed that this
Agreement is not an employment agreement and the Consultant shall at no time and
under no circumstances be an employee, representative, or agent of the Company
or any of its subsidiaries. The Consultant is an independent contractor and the
Company shall exercise no immediate control over the Consultant or the manner in
which he performs his services under this Agreement except to the extent that
the Company provides instructions to the Consultant and exercises the right to
accept or reject any submissions made by the Consultant. The Consultant may not
bind or sign any documents on behalf of the Company or any of its operating
subsidiaries. The Consultant shall be responsible for payment of all taxes for
remuneration received under this Agreement, including Federal and State income
tax, Social Security tax, Unemployment Insurance tax, and any other taxes or
business license fees as required.
6. Exclusivity; No-Conflict of Interests. The Consultant agrees that
during the Term, the Consultant shall not render services similar to the
services the Consultant provides hereunder to other companies in the cold
heading, screw machine or assembly equipment industries, whether as an employee,
consultant or otherwise. In addition, the Consultant agrees to promptly inform
the Company of any business or professional activities or interests which may
give rise to a conflict of interest with respect to the Consultant's performance
of services hereunder.
7. Confidential Information. The Consultant agrees that any
confidential information received by the Consultant during any furtherance of
the Consultant's obligations under this Agreement, which concerns the affairs of
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the Company or its affiliates shall be treated by the Consultant in confidence
and shall not be revealed to any other individual, partnership, company or other
organization except as may be required by law, as directed by any regulatory
authority or by order of any court. To the extent practicable, prior to
disclosing any confidential information to a court or other governmental
authority, Consultant shall notify the Company so that the Company may protect
any rights it may have, including by seeking a protective order or other
appropriate remedy or relief. Upon the expiration or termination of this
Agreement or upon the request of the Company, the Consultant shall promptly
return to the Company all such written confidential information in his
possession or control.
8. Hold Harmless. The Company shall indemnify and advance expenses to
the Consultant for any and all costs, damages and expenses incurred or suffered
by the Consultant in connection with the services provided by Consultant
hereunder, provided that the foregoing indemnification and advancement of
expenses will not apply to any costs, damages or expenses to the extent that
they are finally judicially determined to have resulted from the gross
negligence or willful misconduct of the Consultant. The Company also agrees that
the Consultant shall not have any liability to the Company in connection with
the services provided by the Consultant hereunder, except to the extent that any
such liability is finally judicially determined to have resulted from the
Consultant's gross negligence or willful misconduct.
9. Successors; Binding Agreement. This Agreement shall be binding on
the Company and it successors. This Agreement and all rights of the Consultant
hereunder shall inure to the benefit of and be enforceable by the Consultant's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. This Agreement is personal to Consultant
and may not be assigned by the Consultant or the Company.
10. Notice. For the purposes of this Agreement, notices, demands and
all other communications provided for herein shall be in writing and shall be
deemed to have been duly given when delivered or (unless otherwise specified)
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Consultant:
Mr. John C. Osterman
1325 Pickwick Court
Naperville, IL 60563
If to the Company:
Mr. Michael J. Bourg, President
Chicago Rivet & Machine Co.
901 Frontenac Road
Naperville, IL 60563
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
11. Modification; Waiver; Discharge. No provisions of this Agreement
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the parties hereto. No waiver by a
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
12. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
13. Entire Agreement. This Agreement sets forth the entire agreement
of the parties hereto solely in respect of the services of the Consultant as a
consultant and, supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties whether oral or
written, with respect thereto.
14. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
15. Headings. The headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
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16. Governing Law. The validity, interpretation, construction and
performance of this Agreement and any disputes between the parties relating to
this Agreement shall be governed by the laws of the state of Illinois without
regard to principles of conflicts of laws.
IN WITNESS WHEREOF, the parties have executed this Agreement on November 9,
2006.
CHICAGO RIVET & MACHINE CO.
By: /s/ Michael J. Bourg
---------------------------------
Michael J. Bourg
Its: President
/s/ John C. Osterman
------------------------------------
John C. Osterman
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Exhibit A
1. Consultant shall render such assistance and advice as may be reasonably
requested to provide for the orderly transfer of knowledge related to the duties
and responsibilities associated with the office of President of the Company.
2. Consultant shall render such assistance as may be reasonably requested with
respect to the shutdown and orderly wind down of business at the Company's
Jefferson, Iowa facility.
3. Consultant shall be available to attend, at the invitation of the Board or
Executive Committee of the Board, any meeting of the Company' Board of Directors
or of the Executive Committee of the Board.
4. Consultant shall undertake such other projects and assignments as may be
reasonably directed by the President of the Company.
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