Consulting Agreement between Lanny Martin and NL Industries, Inc.

Summary

This agreement confirms that Lanny Martin will provide consulting services to NL Industries, focusing on product liability and environmental matters, after stepping down as CEO in July 2003. He will be paid $600,000 per year, reimbursed for reasonable business expenses, and indemnified by NL. The agreement can be terminated by either party at any time, with indemnity continuing after termination. Upon termination, Martin has 90 days to exercise any vested NL stock options. The agreement is signed by both Martin and Harold Simmons on behalf of NL Industries.

EX-10.49 5 nlexh1049.txt Internal Memorandum To: Harold Simmons Date: July 23, 2003 From: Lanny Martin Subject: Consulting Agreement Harold: The NL Finance department needs something in writing to confirm my consulting arrangement with NL Industries. As agreed, I will provide consulting services to you and NL Industries relating to NL's product liability (including lead paint cases) and environmental matters. I will work with Rob Graham, Dave Garten, outside counsel, Marcus Martin and others in an effort to control the costs of the overall efforts and to achieve the best results reasonably possible. NL will compensate me at a rate of $600,000 [50,000 per month starting 8/15/03] per annum beginning on the effective date of my stepping down as CEO of NL on July 2003. NL will also reimburse me for reasonable business expenses in connection with my consultation. I will be given the normal indemnity from NL acting as its agent in the matters described above. This agreement is terminable at any time by either of us. Only the indemnity continues following termination. My NL stock options will remain outstanding until termination of this agreement at which time I will have 90 days to exercise any vested options remaining outstanding. If you agree with the above would you please sign and return to me. I will forward to NL's finance department. Sincerely, - ------------------------------------------- /s/J. Landis Martin Lanny Martin Agreed and Accepted: - -------------------------------------------- /s/Harold C. Simmons Harold C. Simmons