Exhibit 10.30
Terex Corporation
500 Post Road East, Suite 320
Westport, Connecticut 06880
November 13, 2003
FIVER S.A.
c/o Mr. Filip Filipov
100 East Huron Street
Chicago, Illinois 60611
Dear Fil:
This letter outlines our agreement for FIVER S.A. to provide consulting services
to Terex Corporation (hereinafter sometimes referred to as "Terex" or the
"Company"). The primary consulting responsibilities will be special projects as
assigned to FIVER S.A. by the Chief Executive Officer of Terex from time to
time. The initial assignment for FIVER S.A. will be to provide consulting
services in connection with the restructuring and operation of Tatra a.s. To
assist FIVER S.A. in that assignment, Fil Filipov will remain as Chairman of the
Supervisory Board of Tatra a.s. The following represents our agreement:
1. The term of the consulting engagement will be for a period of three (3)
years commencing on January 1, 2004 and ending on December 31, 2006. During
the term of this engagement FIVER S.A. will make Fil Filipov available to
consult with the management of the Company and its Affiliates for a total
of at least twenty-six (26) weeks in each calendar year during the term of
this engagement in such manner and on such business matters as may be
reasonably requested from time to time by such management. The consulting
services shall be provided in a high quality, professional manner and FIVER
S.A. and its representatives will diligently and to the best of its or
their ability perform the services required by this engagement.
2. (a) The base consulting fee will be $40,000 per month, paid monthly upon
presentation of an invoice.
(b) In the event that the Company determines that it will not to require at
least twenty-six (26) weeks of consulting services for any calendar year
during the term of this engagement starting January 1, 2005, then, upon
notice to FIVER S.A., the base consulting fee will be reduced to$30,000 per
month for such calendar year, paid monthly upon presentation of an invoice.
(c) The Company will consider paying FIVER S.A. for an additional
consulting fee based on the performance of the consulting services as
determined in the discretion of the Chief Executive Officer of Terex and
approved by the Terex Board of Directors.
3. Terex will reimburse FIVER S.A. for the cost of an appropriate car for your
use by Fil Filipov during the term of this consulting engagement.
4. Terex will reimburse FIVER S.A. for reasonable travel expenses (business
class for air travel) and other out-of-pocket fees and expenses as may be
incurred in connection with the rendering of requested services. Reasonable
spousal travel accompanying Fil Filipov in connection with the rendering of
the requested services by FIVER S.A. will also be reimbursed. Reimbursement
will be made against receipt of invoices and other documentation as
required by the Company and otherwise in accordance with Company policy.
5. FIVER S.A. agrees that it will not at any time, either during the term of
this Agreement or thereafter, divulge to any person, firm or corporation
outside of Terex, any confidential or privileged information or trade
secrets received by it during the course of your employment, with regard to
the financial, business operations, manufacturing methods, processes,
know-how, or procedures, or other affairs of Terex, or any of its
affiliated companies, parent or subsidiaries (including, without
limitation, Tatra). All such information shall be kept confidential and
shall not, in any manner, be revealed to anyone, provided, however, that
the foregoing provision shall not apply to any information which is or
generally becomes available to the public through no breach by FIVER S.A.
or its representatives of this Agreement.
FIVER S.A. agrees that it will not at any time during the period of its
engagement hereunder and for so long as FIVER S.A. is being paid by the
Company, directly or indirectly, engage in any business, or own or control
any interest in, or act as a director, officer, employee, agent or
consultant of, any firm, corporation, partnership or other entity engaged
in a business which is competitive with the business or product of Terex,
or its affiliated companies, parent or subsidiaries (including, without
limitation, Tatra).
6. All work that is created by in connection with this consulting engagement
shall be owned by Terex and, be "works made for hire" under all applicable
copyright laws. To the extent any such work does not qualify as "work made
for hire," it is hereby conveyed to the Company all right, title to and
interest in them, including without limitation, all patent, copyright and
trade secret rights. FIVER S.A. agrees to cooperate to confirm or record
the Company's rights in any work, including signing such other documents as
may be reasonably requested by the Company for that purpose.
7. It is agreed that FIVER S.A. shall perform services hereunder as an
independent contractor, retaining control over and responsibility for its
and its representatives activities undertaken in the performance of this
consulting engagement.
8. Unless extended by the parties in writing, this consulting engagement shall
terminate on December 31, 2006. In the event that Ron DeFeo shall cease to
be the Chief Executive Officer of Terex, then, upon written notice to the
Company, FIVER S.A. may elect to terminate its obligation to provide
consulting services and take a reduced consulting fee of $30,000 per month
for the balance of the term of this engagement.
9. FIVER S.A. may not assign its rights or obligations under this agreement
without the express written consent of Terex.
Please indicate acceptance of this offer by signing the enclosed copy and
returning it to me at the earliest convenience.
Sincerely,
TEREX CORPORATION
By:
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Name:
Title:
Agreed and Accepted as of November __, 2003:
FIVER S.A.
By:
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