Document 2R38VmNx9apv2BVBeQ2woqNLb

ETHYL CORPORATION lOO PARK A V EN U E B U IL D IN G AT 4Isx S T R E E T N E W Y O R K 17, N. Y. December 18, 1959 Dr. Robert A. Kehoe University of Cincinnati The Kettering Laboratory College of Medicine-Eden Avenue Cincinnati 19, Ohio Dear Bob: We would like to continue for another year without change the Consultant Agreement with you dated December 1, 1958. If you are in agreement, will you kindly sign the enclosed copy of this letter at the place indicated,, and this letter shall then constitute an extension of the Consultant Agreement until November 30 , I960. Sincerely yours ACCEPTED: K* 003 3273 N14833 ^5 AGREEMENT THIS AGREEM ENT m ade and en tered into th is 1st day of D ecem b er, 1958, by and betw een ETHYL CORPORATION, a corporation of the State of D ela w a re, having its p rin cip a l o ffic e at 100 P ark A venue, N ew Y ork 17, N ew Y ork (h e r e in a fte r c a lle d " E th y l5') and D R , R O B E R T A , KEHOE, d o m iciled at 345 R esor A venue, C incinnati 20, Ohio (h erein after called C onsultant') ITNESSSTH: WHEREAS, Consultant is term inating h is em ploym ent with E thyl, effectiv e N ovem ber 30, 1958; and WHEREAS, Consultant has served the Company for th irty-fou r y ea rs as D irector of its M edical Departm ent and had p reviou sly been M e d ic a l C o n su lta n t fo r G e n e ra l M o to rs C h e m ic a l Gamp-airy and c o n s e q u e n tly has thorough know ledge of m ed icin e as w ell as w ide exp erien ce in that field and in the conduct and details of E thyl's b u sin ess, p o licie s, plans and other inform ation in addition to wide acquaintance and co-ord in atin g relationship in the general field s of industrial m ed icin e, safety and public health, and WHEREAS, Ethyl d e s ir e s to retain C onsultant as a consultant in the gen eral field s of in d u strial m ed icin e, sa fety and public health , and WHEREAS, Consultant w ish es to accep t said retain er on the term s and conditions herein after set forth and to carry out the duties involved therein; KZ 00 53 3 ? j - 2- NOW, THEREFORE, in con sid eration of the m utual covenants herein contained the p arties hereto agree as follow s: 1. E thyl h ereb y reta in s C onsultant a s a consu ltan t in the g en era l fie ld s of in d ustrial m ed icin e, sa fety and public health . 2. Consultant hereby accepts said retainer and throughout the p eriod of th is A greem ent w ill devote his b e st effo rts in the in terest of Ethyl to the perform ance of said se r v ic e s. 3. Consultant sh all keep h im se lf gen erally inform ed regarding the a ctiv ities and in terests of Ethyl, as the sam e are referred to him by Ethyl from tim e to tim e, and w ill conduct such stud ies and m ake such reports and otherw ise perform such se r v ic e s, at such tim es and p la ces, as Ethyl sh all from tim e to tim e req uest. Ethyl sh all be entitled to C onsultant's tim e equal to fifty working days occu rring during the term of this A greem ent. 4 . Ethyl w ill pay Consultant in fu ll consideration of this retainer and for his se r v ic e s and covenants contained h erein the sum of $916. 66 per month during each m onth of the term of this A greem ent. 5. Ethyl w ill reim b u rse Consultant for hia reason ab le tra v elin g and m iscellan eou s exp en ses incurred in the perform ance of his se r v ic e s hereunder, provided that such exp en ses sh all have been incurred by Consultant at the req uest and d irection or with the p rior approval of E thyl. Paym ent of such am ounts w ill be m ade by Ethyl to Consultant upon receip t of item ized invoice in duplicate. 001328 0 / 6. Consultant sh all be deem ed for a ll pu rp oses an independent c o n tr a c to r and not an ''e m p lo y e e 11 of E th y l. 7. Any and all inventions, d isco v eries, im provem ents, id eas, p r o c e s s e s , m ethods, form ulae and m odifications m ade or conceived by C onsultant during the term of this retain er as the d irect or in d irect r esu lt of the se r v ic e s rendered hereunder sh all b ecom e the absolute property of E th yl and C onsultant w ill p rom p tly d is c lo s e to E th yl and upon, it s r e q u e st a ssig n to it any and a ll inventions, d isc o v e r ie s, im p rovem en ts, id ea s, p r o c e s s e s , m ethods, form ulae and m od ification s without further com pen sation or rem uneration. Consultant a g rees to execute from tim e to tim e during or after the term h ereof such docum ents as Ethyl m ay consider n e c e ssa r y to secu re to it the b en efits under th is A greem en t. 8. C onsultant a g rees that he w ill not during or aftex' the term of th is A greem en t d isc lo se to anyone other than the o ffice r s and duly authorised em ployees and rep resen ta tiv es of Ethyl, except with the w ritten p erm issio n of E thyl, any unpublished know ledge or inform ation that m ay be obtained by him from Ethyl or from others in the cou rse of < h is duties hereunder with resp ect to the conduct and details of the b u sin ess of Ethyl or the p r o c e sse s, form u lae, com pounds, equipm ent, m achinery, ap p lian ces, 'know-how" and arts u sed or u seab le by E thyl in its b u sin ess or in its resea rch and developm ent a c tiv ities, or any other unpublished knowledge or inform ation so obtained of w hatever ch aracter. . 9. During the term of th is reta in er, C onsultant a g rees that he w ill not act as consultant for any other private industrial concern on - 4- m atters involving u se of inform ation obtained from Ethyl or involving any con flict with work perform ed for E thyl. 10. The term of this retainer shall be for a period of one year, com m encing the 1st day of D ecem b er, 1958, and extending through the 30th day of N ovem ber, 1959, provided, how ever, that eith er party m ay cancel this A greem ent at the end of any month upon thirty (30) days' prior w ritten n otice to the other p arty. Such n otice sh a ll be sen t to the party being n otified at the ad d ress of such party se t forth in th is A greem ent or at such other ad d ress as m ay have been fu rn ish ed in w riting by the party being n otified and sa id n otice sh a ll b eco m e e ffe ctiv e upon the m a ilin g th ereo f. 11. T here-are no other agreem ents or understandings, verbal or in w ritin g , betw een the p a rties h ereto regardin g the subject m atter of this A greem ent or any part thereof. IN WITNESS W HEREOF, Ethyl C orporation has cau sed th is in stru m en t to be signed in its nam e by its P resid en t hereunto duly author ise d and B r. Robert A. Kehoe has hereunto set h is hand as of the day and year fir st above w ritten. ETH YL CORPORATION Robert A, Keho, M. E,