Consulting Agreement - Ford Motor Co. and W. W. Booker
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The American Road
P.O. Box 1899
Dearborn, Michigan 48121
December 3, 2001
Mr. W. W. Booker
P.O. Box 890
Dearborn, Michigan 48121
This will set forth the terms and conditions of the agreement between you and
the Company under which the Company will secure your personal services as a
consultant.
1. For the period January 1, 2002 through December 31, 2002, you will be
available to the Company at mutually convenient times and places for
consultation and representation of the Company with various business groups
and boards and related activities.
2. As a condition of the Company's obligations under this agreement, during
the period of this agreement, you will not, without written permission of
the Company, engage in any activity that is directly or indirectly in
competition with any activity of the Company or any subsidiary or in any
conduct that is inimical to the best interests of the Company.
3. You agree that any information received by you during the execution of your
responsibilities for the Company in accordance with this agreement, which
concerns the personal, financial or other affairs of the Company, will be
treated in full confidence and will not be revealed to any other persons,
firms or organizations.
4. As consideration for this agreement, the Company will, during the term of
this agreement, pay you at the rate of $410 per hour. This rate shall not
include time spent by you traveling in connection with an assignment. We
expect that you will work an average 10 hours per month, but recognize that
this may vary. You will be paid on a quarterly basis following your
submission of a written invoice detailing the assignment, the time spent by
you, the task completed by you and any reasonable expenses incurred by you
in connection with the assignment. You may not delegate all or any portion
of an assignment to anyone else without first obtaining written consent
from the Company.
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5. Both you and the Company agree that you will act as an independent
contractor in the performance of the duties under this Agreement.
Accordingly, you will be responsible for payment of all taxes, including
Federal, State and local taxes, arising from activities in accordance with
this contract.
6. During the term of this agreement, upon request and as available, visitor
office space and a car will be provided at the Ford World Headquarters in
Dearborn.
7. You will be reimbursed for reasonable business-related expenses and travel
that we authorize you to take. In addition, you will retain your Remote
Network Access (RNA) telephone access privileges and computer access within
the Ford network for business purposes during the term of this agreement.
8. With the written concurrence of both parties, this agreement can be renewed
annually.
If the foregoing is agreeable to you, please sign and return the enclosed copy
of this letter. Upon our receipt, this letter will constitute an agreement
between you and the Company, and it will be governed and construed in accordance
with the laws of the State of Michigan. Any disputes arising out of this
agreement shall be resolved through binding arbitration under the rules of the
American Arbitration Association. The venue for any such dispute shall be Wayne
County, Michigan.
Ford Motor Company
By:/s/Joe W. Laymon
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Joe W. Laymon
AGREED:
/s/W. W. Booker
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W. W. Booker
December 5, 2001
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Date