Exhibit 10(xiii)


 


CONSULTING AGREEMENT


 


                THIS
AGREEMENT, made as of the 1st day of January, 2007, by and between McCormick &
Company, Incorporated, a Maryland corporation having its principal office at 18
Loveton Circle, Sparks, Maryland 21152 (“McCormick”) and CKB Consulting LLC, a
Florida corporation having its principal office at 23641 Waterside Drive,
Bonita Springs, Florida 34134 (“Consultant”) and Robert J. Lawless, an
individual residing at the same address, as the principal stockholder of
Consultant and guarantor of Consultant’s obligations hereunder (“RJL”).


 


RECITALS


 


                WHEREAS,
the Consultant provides business consulting services to senior management of
corporations and employs RJL as its principal consultant; and


 


                WHEREAS,
McCormick desires to obtain the personal services of RJL to provide guidance
and advice to McCormick’s senior executives with respect to the management of a
number of McCormick’s joint venture relationships, matters of policy,
organizational design and structure, strategy, and other significant issues
affecting McCormick’s business; and


 


                WHEREAS,
the Consultant has agreed to provide the personal services of RJL to McCormick
for such purposes; and


 


                WHEREAS,
McCormick, the Consultant, and RJL desire to enter into a written  agreement which sets forth the respective
rights and obligations of the parties.


 


                NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants set forth
in this Agreement, the parties agree as follows:


 


                                                1.             Retention/Scope of Services.
McCormick hereby retains the Consultant in order to avail itself of specialized
management consulting services. Consultant shall provide McCormick with certain
unique personal services which can only be performed by RJL based on his
several years of previous experience as Chief Executive Officer of
McCormick.  Such personal services shall
include providing guidance and advice to senior executives at McCormick with
respect to the management of a number of McCormick’s joint venture
relationships, matters of policy, organizational design and structure,
strategy, other significant issues affecting McCormick’s global business and
such other assistance as may be requested from time to time by Alan D. Wilson,
President and Chief Executive Officer. 
Consultant will make RJL available to McCormick, as reasonably
requested, for a period of time not to exceed 400 hours during any calendar
year.


 

















 


2.             Term.
The term of this Agreement shall commence on the date hereof and shall continue
until December 31, 2008 and may be renewed for additional periods of time
thereafter upon written agreement of the parties, subject to the approval of
the Compensation Committee of the Board of Directors of McCormick.  In the event of any termination of this Agreement
in advance of the expiration date as provided hereafter, McCormick will pay
Consultant for all months, or fractions thereof, which have elapsed as of the
date of termination. No termination of this Agreement, whether pursuant to this
Section or otherwise, shall in any way affect Consultant’s obligations
under Sections 6, 7 and 8 hereof which are expressly understood to survive
termination.


 


3.             Fees/Expenses.
During the term of this Agreement, McCormick shall pay Consultant a consulting
fee at a rate equal to Twenty Thousand Dollars ($20,000) per month for each
month during the term of this Agreement. 
In addition to the aforesaid fee, McCormick shall reimburse Consultant
for all reasonable expenses for travel, food and lodging incurred by Consultant
in performing such services hereunder.  Consultant will invoice McCormick for all
expenses as incurred, said invoices to include appropriate documentation to
verify such expenses.  McCormick will pay
such invoices within thirty (30) days of receipt of the invoice.


 


4.             Independent
Contractor. The parties hereto understand that Consultant is an independent
contractor, that no employment relationship is created by this Agreement
between McCormick and RJL, and that neither the Consultant nor RJL shall
therefore act or hold itself or himself out as an employee, agent, partner or
joint venturer of or with McCormick.


 


5.             Termination
Events. Notwithstanding anything contained herein to the contrary, this
Agreement shall cease and terminate immediately upon the occurrence of any of
the following events:


 


                a.             The death or incapacity of RJL;


 


                b.             A failure or refusal by RJL to
render the consulting services requested of Consultant by McCormick, or the
commission of any act of gross negligence or fraud or any failure to act which
constitutes gross negligence or fraud on the part of RJL or the Consultant and
which is reasonably determined to be detrimental to the welfare of McCormick or
injurious to McCormick’s reputation; or


 


                c.             The breach or non-observance by RJL
or the Consultant of any of the covenants or stipulations herein contained or
any default or misconduct constituting gross negligence or fraud on the part of
RJL or the Consultant.


 


6.             Nondisclosure:
The Consultant and RJL agree that they


 


                a.             will not , either during the term
of this Agreement, or thereafter, disclose in any manner whatsoever, any secret
or confidential information or know-how concerning the business or products of
McCormick (“Confidential Information”);


 


 


 


 


 


 


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                b.             will not, at any time use any
Confidential Information for any commercial purpose whatsoever, except in the
performance of this Agreement; and


                c.             will immediately return all
Confidential Information in their possession to McCormick upon request and will
not thereafter retain copies of any such information whatsoever.


 


                For
purposes of this Agreement, “Confidential Information” shall not include any
information which is in or becomes part of the public domain through no fault
of the Consultant or RJL, or which is disclosed to Consultant or RJL by a third
party having no obligation of confidentiality to McCormick.


 


7.             Disclosure and Ownership  of Inventions/Execution of
Documents.


 


                a.         Consultant and RJL will promptly
disclose in writing to McCormick all writings, inventions, improvements or
discoveries (collectively, “Inventions”) whether copyrightable or patentable or
not, which arise out of any services performed during the Term.


 


                b.         Any
and all inventions that arise out of any services performed during the Term,
including any and all inventions which arise after the termination of this
Agreement and which were made with the use of any information obtained from
McCormick during the Term, are the exclusive property of McCormick.


 


                c.         Consultant and RJL agree, at the
request and the expense of McCormick, to sign and execute all instruments that,
in McCormick’s reasonable opinion, are necessary to carry out the intention of
this Agreement, including all assignments and other papers necessary to vest
the entire right, title and interest in the Inventions in McCormick.  Consultant will do all lawful acts and sign
all other papers McCormick may reasonably request relating to applications for
patents, trademarks, and copyrights, both United States and foreign, and
providing for the protection of McCormick’s right, title or interest in any of
said matters.


 


8.             Non-Exclusivity/Covenant Not to
Compete.  McCormick understands and agrees that, except as set
forth in the next sentence, Consultant shall not be prevented or barred from
rendering services of any nature for or on behalf of any other person, firm,
corporation or entity, subject to Consultant’s obligation to maintain the
confidentiality of McCormick’s trade secret information pursuant to Section 6
hereof.  The Consultant and RJL hereby covenant and agree that they will not,
without the prior written consent of McCormick, at any time during the Term of
this Agreement, or for a period of one year following the expiration or
termination of this Agreement, as an employee, consultant, director or
otherwise, either individually or in partnership or jointly or in conjunction
with any person or persons, firm or association, syndicate, company or
corporation, as principal, agent, shareholder or in any manner whatsoever,
carry on or be engaged in or 


 


 


 


 


 


 


 


 


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concerned
with or interested in or advise, any business which competes with or is
otherwise similar to the business carried on by McCormick.


 


9.             Assignment.
This Agreement shall not be assigned by the Consultant without the prior
written consent of McCormick.


 


10.           Applicable
Law. This Agreement shall be construed and enforced in accordance with the
laws of the State of Maryland.


 


11.           Notices.
Any notice or other communication, other than routine communications, between
the parties shall be in writing and shall be deemed to have been duly given if
mailed first class, postage prepaid, certified or registered mail, return
receipt requested, to the other party at its or her address as it or Consultant
may have furnished to the other party in writing for such purpose.


 


12.           Amendment.
This Agreement may not be amended except in a writing signed by the respective
parties hereto.


 


13.           Severability.
In the event any provision or any portion of any provision of this Agreement is
found to be unenforceable or invalid, such provision or such portion of such
provision shall be severable from this Agreement and shall not affect the
enforceability or validity of any other provision or other portion of such provision
contained in this Agreement.


 


14.           Entire
Agreement. This Agreement contains the entire agreement between the parties
hereto with respect to the subject matter hereof.


 


15.           Execution in Counterparts.  
This Agreement may be executed by the parties in counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which when taken together shall constitute one and the same agreement.


 


16.           Survival
of Certain Provisions.  The
provisions of Sections 6, 7 and 8 of this Agreement shall survive the
expiration and/or termination of this Agreement.


 


                IN
WITNESS WHEREOF, McCormick and Consultant have caused this Agreement to be
executed as of the date first above written.


 


	
   

  	
  McCORMICK & COMPANY, INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alan D. Wilson

  	
   

  
	
   

  	
   

  	
  Alan D. Wilson

  	
   

  
	
   

  	
   

  	
  President

  	
   

  



 


 


 


 


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  CKB CONSULTING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert J. Lawless

  	
   

  
	
   

  	
   

  	
  Robert J. Lawless

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Robert J. Lawless

  	
  (LS)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Robert J. Lawless

  	
   

  



 


 


 


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