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Consulting Agreement

This is an actual contract by Kiantone Pipeline.

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Sectors: Utilities
Governing Law: Pennsylvania, View Pennsylvania State Laws
Effective Date: September 01, 1996
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AGREEMENT made as of the 1st day of September 1996, by and between UNITED REFINING COMPANY, a Pennsylvania corporation (hereinafter referred to as the "Company"), and THOMAS C. COVERT (hereinafter referred to as the "Consultant").

W I T N E S S E T H :

WHEREAS, the Consultant has served as the Executive Vice President, Chief Operating Officer and a director of the Company for a number of years and has a unique knowledge of the business of the Company and of the oil petroleum industry generally; and

WHEREAS, since the Consultant is retiring as the Executive Vice President and Chief Operating Officer of the Company as of the date hereof and the Company and the Consultant desire to enter into this Agreement whereby the Company will be assured of the right to the Consultant's services for the period and on the terms and conditions hereinafter set forth, and the Consultant will be assured of his engagement on such terms and conditions.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants contained in this Agreement, the Company and the Consultant hereby agree as follows:

1. Engagement.

(a) Subject to the terms and conditions hereinafter set forth, the Company hereby retains the Consultant and the Consultant hereby agrees to render services to the Company in such capacities as the Board of Directors of the Company may, from time to time, designate. The Consultant shall have the honorary title of Vice Chairman of the Board of the Company. The Consultant shall also hold such directorships in the Company and/or any subsidiary of the Company to which, from time to time during the term of his retention, the Consultant may be elected or appointed. Nothing contained in this Agreement shall restrict the right of the Consultant to serve as an employee, officer, agent or member of the boards of directors of corporations which are engaged in businesses which are not competitive with any businesses then conducted or knowingly contemplated by the Company or any of its subsidiaries, if any, or the right of the Consultant to manage his private investments, if such directorships or such investment activities do not interfere with the performance by the Consultant of his duties under this Agreement. The Consultant shall render his services with due regard for the prompt, efficient and economical operation of the business of the Company and its subsidiaries to the end of maximizing the profitability of the Company and its subsidiaries.

(b) The Consultant shall perform services hereunder on a limited-time basis (not to be less than an average of 30 hours per month nor to exceed an average of 40 hours per month), as an independent contractor to , and not as an employee of, the Company. Subject to the authority delegated to him by the Board of Directors on each matter to which he is assigned, the Consultant shall be granted authority to make decisions with respect to any matter he is assigned and to which he renders services. The Company will give consideration, insofar as reasonably practicable, to the convenience of the consultant in respect of the times and places at which it shall request the performance of services by the Consultant.



2. Term: Company's Option to Extend Term.

The term of the engagement of the Consultant by the Company pursuant to this Agreement shall be for a period of two years commencing on the date hereof, subject to earlier termination as provided in Paragraph 5 hereof. This Agreement will be extended for two additional one year periods unless the Company or the Consultant give written notice of cancellation to the other party not less than thirty (30) nor more than one hundred eighty (180) days prior to the next yearly anniversary of the date of this Agreement.

3. Compensation.

In consideration of the services to be rendered by the Consultant pursuant to this Agreement, including, without limitation, any services rendered by the Consultant as a director of the Company or any subsidiary of the Company, the Company agrees to pay to the Consultant monthly, in arrears, compensation at the rate of $170.00 per hour of services rendered, but in no event less than $6,800.00 per month for each month during the term of this Agreement.

4. Expenses.

During the term of this Agreement, the Company will reimburse the Consultant, for expenses incurred during the execution of assignments authorized by the Company for all travel, entertainment and other out-of-pocket expenses which are reasonably and necessarily incurred by the Consultant in the performance of his duties hereunder. Such expenses shall include, but not be limited to, the reasonable cost of setting up an office in the Consultant's home, including the purchase of a personal computer, fax machine, printer and other equipment reasonably necessary for a home office, and travel expenses. All office equipment and supplies paid for by the Company or for the purchase of which the Consultant is reimbur
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