Consulting Agreement by and between ABF Freight System, Inc. and Tim Thorne, dated July 1, 2021
CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS
This CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS (“Agreement”) is made and entered into by and between ABF Freight System, Inc., an Arkansas corporation (the “Company”), and Tim Thorne (“Consultant”), on July 1, 2021 (the “Effective Date”). The Company and Consultant are each referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, Consultant was previously employed by Company in the position of President;
WHEREAS, Consultant has elected to retire from his position as the Company’s President, and his employment with the Company ended effective June 30, 2021 (“Separation Date”);
WHEREAS, the Company wishes for Consultant to provide certain consulting services to the Company after the Separation Date, and Consultant wishes to provide such services as a consultant to the Company after the Separation Date under the conditions set forth herein;
WHEREAS, the Parties wish to memorialize certain of their respective rights and obligations that they have agreed to and that shall apply after the Separation Date; and
NOW, THEREFORE, in consideration of these premises and the mutual promises, covenants, and obligations contained herein, the Company and Consultant agree as follows:
“Cause” shall mean the occurrence of any of the following, as determined by the Company: (1) the willful failure, neglect or refusal by Consultant to perform the Services; (2) any willful, intentional or grossly negligent act by Consultant having the effect of materially and demonstrably injuring the interest, business or reputation of the Company or any of Affiliates; (3) Consultant’s conviction, plea of no contest, or deferred adjudication of any felony or a misdemeanor involving moral turpitude (including entry of a nolo contendere plea); (4) any misappropriation or embezzlement of the property of Company or any of its Affiliates; and (5) a breach of any one or more of the covenants of this Agreement by Consultant after receiving written notice from the Company specifying in reasonable detail such breach and, if such breach is deemed curable by the Company, after being given a reasonable time to remedy such breach.
Upon expiration or termination of the Consulting Term pursuant to Section 2(b) or Section 2(d)(i), (ii) or (iv), the Company shall pay to Consultant any unpaid Retainer earned as of the date of termination and unreimbursed expenses (to the extent incurred, documented and submitted pursuant to Section 2(c)(ii)), if any (collectively, the “Accrued Obligations”), and Consultant shall be entitled to no other compensation from the Company. Upon termination of the Consulting Term pursuant to Section 2(d)(iii), the Company shall pay to Consultant the Accrued Obligations and the remaining Retainer payments Consultant would have been paid through the Expiration Date as if the Consulting Term had not been earlier terminated.
If to Company:ArcBest Corporation
3801 Old Greenwood Road
P. O. Box 10048
Fort Smith, AR ###-###-####
Attn: Michael R. Johns, Vice President - General Counsel & Corporate Secretary
If to Consultant:Tim Thorne
[to the physical home address of the Consultant which is on file with the Company as of the effective date of this agreement]
or at such other address as shall be indicated to either Party in writing. Notice of change of address shall be effective only upon receipt.
IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the date first written above.
ABF Freight System, Inc.
/s/ Michael R. Johns
/s/ Tim Thorne
July 1, 2021
July 1, 2021