Ball Corp · 10-K · For 12/31/99 · EX-10.30

Filed On 3/30/00   ·   SEC File 1-07349   ·   Accession Number 9389-0-11

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         25±   100K 
 2: EX-10.30    Material Contract                                      6±    28K 
 3: EX-12.1     Statement re: Computation of Ratios                    1      7K 
 4: EX-13.1     Annual or Quarterly Report to Security Holders        42    221K 
 5: EX-21.1     Subsidiaries of the Registrant                         2     10K 
 6: EX-23.1     Consent of Experts or Counsel                          1      7K 
 7: EX-24.1     Power of Attorney                                      2±     8K 
 8: EX-27.1     Financial Data Schedule                                2±     7K 
 9: EX-99.2     Miscellaneous Exhibit                                  2±    11K 

EX-10.30   ·   Material Contract

EX-10.30
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                                                                   Exhibit 10.30

CONSULTING AGREEMENT

         This Consulting  Agreement  ("Agreement") is entered into this 18th day
of October,  1999,  by and between  George A.  Matsik  ("Consultant"),  having a
current address at 7318 Windsor Drive, Boulder, Colorado 80301, and whose Social
Security Number is 191-32-6775,  and Ball Corporation ("Ball"), having a current
address at 10 Longs Peak Drive, Broomfield, Colorado 80021-2510.                

WITNESSETH

         WHEREAS,  Consultant  is  employed  by  Ball  as  President  and  Chief
Operating Officer; and                                                          

         WHEREAS, Consultant has expertness in the global packaging industry and
business in general and has been intimately involved in all of Ball's businesses
and their objectives and strategies; and                                        

         WHEREAS,  Consultant  has  provided  Ball with  notice of his intent to
terminate his employment by voluntarily retiring on December 31, 1999; and      

         WHEREAS,  Consultant  and Ball have entered into this Agreement for the
purpose of facilitating  an independent  contractor  consulting  arrangement and
guaranteeing that Consultant will not participate in certain  businesses related
to Ball.                                                                        

         NOW, THEREFORE, IN CONSIDERATION of the covenants hereinafter contained
and  other  good and  valuable  consideration,  the  receipt  of which is hereby
acknowledged by Consultant, the parties agree as follows:                       

1.   Consulting Period.  Effective upon Consultant's  termination of employment,
     ("Effective Date") he shall become an independent  contractor consultant to
     Ball.  During  the  period  beginning  the  Effective  Date  and  ending on
     December  31,  2002,   ("Consulting  Period"),  Consultant   will   provide
     consulting services as outlined on Attachment A for Ball, its subsidiaries,
     affiliates, joint venture companies,  operations and divisions.  References
     to "Ball" shall  hereafter  include  Ball  Corporation,  its  subsidiaries,
     affiliates,  joint venture  companies,  operations,  divisions and assigns.
     During  the  Consulting   Period,   Consultant  agrees  to  provide  as  an
     independent  contractor and not as an employee of Ball, consulting services
     for up to one hundred twenty (120) hours per calendar  quarter  between the
     Effective  Date and  December  31,  2000,  eighty  (80) hours per  calendar
     quarter  during 2001 and sixty (60) hours per calendar  quarter during 2002
     ("Anticipated Consulting Hours").  Consultant's consulting services will be
     provided  upon notice by George A. Sissel,  Chairman of the Board and Chief
     Executive  Officer or R. David Hoover,  Vice Chairman,  President and Chief
     Financial  Officer,  or  their   successor(s).   Consultant  will  be  paid
     Thirty-seven  Thousand Five Hundred Dollars  ($37,500) per calendar quarter
     between the  Effective  Date and December 31,  2000,  Twenty-five  Thousand
     Dollars  ($25,000) per calendar  quarter during 2001 and Eighteen  Thousand
     Seven  Hundred Fifty Dollars  ($18,750)  per calendar  quarter  during 2002
     payable in arrears  beginning on the tenth day of the month  following  the
     end of the first calendar quarter of the consultancy,  and on the tenth day
     of the month following the end of each calendar  quarter  thereafter  until
     the last payment is made on January 10, 2003, ("Fixed Consulting  Amount").
     If the  Consulting  Period  begins on a day  earlier  than the first day of
     January,  2000,  the Fixed  Consulting  Amount during the calendar  quarter
     shall be prorated according to the number of days remaining in the calendar
quarter.                                                              

     In  the event Consultant is requested to and agrees to perform  services in
     excess of the Anticipated Consulting Hours per calendar quarter, Consultant
     shall be entitled to Two Thousand Five Hundred Dollars  ($2,500.00) per day
     or for services of less than a day Three Hundred  Twelve  Dollars and Fifty
     Cents  ($312.50)  per hour for such services  requested and performed  each
     calendar quarter in excess of the Anticipated  Consulting  Hours.  Services
     requested  and  performed  in less  than one (1) hour  increments  shall be
     prorated. All of the above variable consulting amounts shall be referred to
     as ("Variable Consulting Amount(s)").  Ball shall have the option of either
     paying  the  Variable  Consulting  Amounts,  or  reducing  the  Anticipated
     Consulting  Hours the  Consultant  is  obligated  to  perform in any of the
     subsequent  calendar  quarters  during  the  Consulting  Period by the same
     amount. The reduced required hours shall become the Anticipated  Consulting
Hours for such quarter.                                               

     For such services requested by Ball in excess of the Anticipated Consulting
     Hours per calendar  quarter,  Consultant shall maintain  accurate books and
     records of services or work  performed.  Ball may examine or audit any such
     records in determining the accuracy of Consultant's billings for consulting
fees.                                                                 

     Travel  time  by Consultant  at the request of Ball to perform services for
     Ball  shall  be  computed  as  time worked on behalf of Ball up to four (4)
     hours  for  trips  within  the  United  States,  Canada  and Mexico ("North
America") and eight (8) hours for trips outside North America.        

EX-10.30
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2.   Billing.  Consultant  shall not be required  to invoice  Ball for the Fixed
     Consulting  Amount.  Consultant  shall be required to invoice Ball, for its
     approval,  for Variable  Consulting  Amounts and the  expenses  incurred by
     Consultant  in  the  performance  of  his  consulting  services  generally,
     including as appropriate pursuant to Ball's Travel Policy,  transportation,
     lodging,  meals and  incidental  expenses.  Consultant  must obtain  Ball's
     approval before incurring any expenses. Expenses incurred must be supported
     by copies of airline tickets,  hotel bills and restaurant receipts.  Single
     items of expense,  including taxi fares,  of $25 or more, must be supported
     by appropriate  receipts.  Invoices including  Variable  Consulting Amounts
     must include the services performed, including the date and hours worked to
     exceed the Anticipated  Consulting  Hours and reach the amounts due for the
     Variable Consulting Amounts. Ball may withhold exercise of its options with
     respect to  Variable  Consulting  Amounts,  including,  but not limited to,
     payment of Variable Consulting Amounts,  and reimbursement for any expenses
     not supported in accordance with the requirements of this Agreement. Should
     Ball require any of the consulting services be performed at Ball's offices,
     Ball will  provide  office  space  and  secretarial  service  at no cost to
Consultant.                                                           

3.   Duties.  Consultant shall have a duty of loyalty to Ball. Consultant agrees
     to perform his consulting services promptly with care, skill and diligence.
     Consultant  understands  that  Ball  will be  relying  upon  the  accuracy,
     competence and completeness of Consultant's  services.  Without waiving his
     rights to enforce the specific  provisions  of this  Agreement,  Consultant
     shall not  disparage  or  criticize,  orally or in  writing,  Ball,  or its
     subsidiaries or affiliates,  or their  officers,  directors or employees to
     any third party,  except and to the extent that his  testimony is compelled
     by judicial or administrative process. Without waiving its right to enforce
     the  specific  provisions  of this  Agreement,  Ball and its  officers  and
     directors  shall  not  disparage  or  criticize,   orally  or  in  writing,
     Consultant  to  any  third  party,  except  and to the  extent  that  their
testimony is compelled by judicial and administrative process.        

4.   Independent  Contractor.  During the Consulting  Period,  Consultant  shall
     operate as an  independent  contractor  and shall not act or be an agent or
     employee of Ball. All of  Consultant's  activities  will be at his own risk
     and Consultant  shall not be entitled to workers'  compensation  or similar
     benefits or other  employee  benefit  protection  provided  by Ball.  As an
     independent   contractor   Consultant   will  be  solely   responsible  for
     determining  the  means  and  methods  for  providing  consulting  services
     described  herein.  Consultant  will  determine the time, the place and the
     manner in which to accomplish his services within an overall  schedule date
     established  by Ball.  Ball will receive only the results of the consulting
services.                                                             

5.   Indemnity.  Consultant  shall indemnify and hold harmless Ball from any and
     all claims, actions,  causes of action, suits,  judgments,  including costs
     and attorney's fees,  associated with  Consultant's  failure to comply with
     applicable  requirements regarding workers' compensation coverage liability
     for himself,  his employees,  his agents or subcontractors or the employees
     of his agents or subcontractors. Consultant is not entitled to unemployment
     insurance benefits,  unless unemployment  compensation coverage is provided
     by  Consultant  or by an  entity  other  than  Ball.  Consultant  is solely
     responsible  for  reporting  his income and for  paying  Federal  and State
     Income  Tax and any  other  applicable  tax on any  monies  paid by Ball to
Consultant pursuant to this Agreement.                                

6.   Participation  in Other  Businesses.  Until  December 31, 2002,  Consultant
     shall not, directly or indirectly, and in any role whatsoever, offer, sell,
     advise,  or provide  any  consulting  or other  services of any type to any
     person  or  entity  which  Ball  deems to be its  supplier,  competitor  or
     customer in the packaging  businesses.  In addition,  Consultant shall not,
     directly or indirectly, as an employee or otherwise,  compete with Ball, in
     the  manufacture,  sale or development  of packaging  products and services
     until December 31, 2002.  Packaging  businesses and packaging  products and
     services include, without limitation:  rigid food, beer, beverage and still
     drink containers,  including the ends therefor,  such as metal, plastic and
     glass  containers.  In addition to any other  remedies  Ball may have under
     this Agreement,  Consultant  agrees that: (a) Ball shall have no obligation
     to make payments for consulting services if Consultant breaches or violates
     or threatens  to  breach  or  violate this Section 6 of the Agreement;  and
     (b)  Consultant  shall  repay  to Ball any monies paid under this Agreement
     from  the  time  of  any  breach  or  violation  of  this Section 6 of this
Agreement.                                                            

7.   Nondisclosure  of Data.  Consultant  agrees that,  unless he first  secures
     Ball's written  consent,  he will keep  confidential  and will not divulge,
     communicate,  disclose,  copy,  destroy  or use at any time,  any secret or
     confidential  information or technology  (including  matters of a technical
     nature,  such  as  know-how,   formulae,   secret  processes  or  machines,
     inventions, discoveries,  improvements, secret data, and research projects,
     and matters of a business nature, such as information about costs, profits,
     markets,  sales,  lists of customers,  business  objectives and strategies,
     including  but not limited to strategic and  operating  plans,  possible or
     consummated  acquisitions,  divestitures,  strategic  alliances  and  joint
     ventures,  and any other  information of a similar nature to the extent not
     available  to the  public)  of Ball or  third  parties  to  whom  Ball  has
     obligations  of  confidence  of which he became  informed  during,  or as a
     result of, his  employment  or  consulting  with Ball.  Consultant  further
     agrees  to  abide  by the  terms of the  Employee  Proprietary  Information
     Agreements  executed  by him  periodically  as part of his  employment  and
recertified in 1998.                                                  

8.   Return of Materials.  Consultant agrees to return to Ball upon request, but
     in any event no later than termination of Consultant's consulting services,
     any: secret or confidential  information  referred to in 7 above;  manuals;
     documents;  drawings;  equipment;  vendor,  customer  or other  third party
     materials, computerized or hard copy files; computer hardware and software;
identification cards; credit cards; keys and other Ball property.     

9.   Ownership  of  Work.  Ball  shall  own any  concept,  product  or  process,
     patentable  or  otherwise,  furnished to Ball by  Consultant,  or otherwise
     conceived or developed by Consultant arising out of the performance of this
     Agreement.  Consultant agrees to do all things necessary, at Ball's request
     and at its sole cost and expense,  to obtain  patents or  copyrights on any
     processes,  products  or  writings  conceived,  developed  or  produced  by
     Consultant in the performance of this Agreement.  All materials prepared or
     developed by Consultant hereunder, including without limitation: documents;
     calculations;  sketches;  notes; reports;  data; models; and samples, shall
     become the property of Ball when prepared, whether delivered to Ball or not
     and shall be  delivered  to Ball  upon  request  and,  in any  event,  upon
termination of Consultant's consulting services.                      

10.  No Employment Solicitation.  Until December 31, 2002, Consultant shall not,
     directly or indirectly, solicit, persuade or advise (or authorize or assist
     others in the taking of such  actions)  any  employee  of Ball to leave the
employ of Ball.                                                       

11.  Injunctive and Other Relief. Consultant acknowledges that the businesses in
     which Ball is engaged are  intensively  competitive  and Consultant has had
     access to and knowledge of highly confidential information of Ball which if
     disclosed or used to the  detriment of Ball would cause damage to Ball that
     could not be adequately compensated in damages. Consultant acknowledges and
     agrees that Ball could suffer  irreparable  injury in the event of a breach
     or  violation of the  provisions  set forth in Sections 6, 7, 8, 9 or 10 of
     this  Agreement  and  Consultant  agrees that, in the event of an actual or
     threatened  breach or violation of any of these  Sections of the Agreement,
     Ball  may  be  awarded   injunctive   relief  in  a  court  of  appropriate
     jurisdiction  to  prohibit  and  remedy  any  such  violation,   breach  or
     threatened  violation or breach,  without the necessity of posting any bond
     or security.  Any such right to injunctive relief may be in addition to any
other right or remedy available to Ball.                              

     Consultant further acknowledges  and agrees that Ball will also be entitled
     to  monetary  relief  for  such  breach  or  violation  of  this  Agreement
     including,  but not be limited to,  any profit  or  other  economic benefit
     received by Consultant in connection with such breach or violation  and any
     damages  incurred by Ball as a result of such breach or violation  prior to
or after the entry of injunctive relief.                              

     Consultant agrees if Ball seeks injunctive or other relief in the  event of
     an actual or threatened breach or violation of Sections 6, 7, 8, 9 or 10 of
     this Agreement,  jurisdiction and venue for such an action is proper in the
     District Court in and for the County of Jefferson in the State of Colorado,
   regardless of Consultant's residence at the time of filing of the action.

12.  Assignment. This Agreement and the obligations under it may not be assigned
     or  delegated  by  Consultant  without  Ball's  written  permission.   This
     Agreement  and the  obligations  under it may be assigned  by Ball.  In the
     event  Consultant  shall become unable to perform the services agreed to be
     rendered under this Agreement because of Consultant's  illness,  incapacity
     or death,  Ball's  obligations  to make payments  provided  under Section 1
above shall terminate as of that time.                                

13.  Applicable  Law. This Agreement  shall be construed in accordance  with the
     laws of the State of Colorado, without reference to principles of conflicts
of laws.                                                              

14.  Severability and Entire  Agreement.  The provisions of this Agreement shall
     be severable,  and the  invalidity  of any  provision  shall not affect the
     validity  of  the  other  provisions,   provided,  however,  in  the  event
     Consultant  questions  the  validity or attempts to set aside  Section 6 of
     this Agreement,  or restrict  Section 6 of this Agreement in a way which is
     unacceptable  to Ball, the  obligation of Ball to pay the Fixed  Consulting
     Amount shall,  at the option of Ball,  cease and Ball shall have no further
     obligation to pay the Fixed Consulting Amounts. Additionally, if any one of
     the  provisions  of this  Agreement is held to be  excessively  broad as to
     duration, scope, activity or subject, such provisions shall be construed by
     a court  by  limiting  and  reducing  them so as to be  enforceable  to the
     maximum  extent  allowable by  applicable  law. This  Agreement  states the
     entire  agreement  between the parties with  respect to the subject  matter
hereof.                                                               

15.  Modifications  In Writing.  This  Agreement may only be modified in writing
     and supersedes any and all prior oral or written communications. Any waiver
     by Ball of nonperformance or noncompliance on the part of Consultant of any
     term or  condition  of this  Agreement  shall not  constitute  a continuing
     waiver of such term or  condition  or any other term or  condition  of this
Agreement.                                                            

16.  Titles.  The  titles  to  sections  of  this  Agreement  are  provided  for
  convenience only and do not affect the interpretation of this Agreement.

17.  Termination.  Sections  5, 6, 7, 8, 9, 10, 11, 13 and 14 of this  Agreement
shall survive the termination of this Agreement for any reason.       

GEORGE A. MATSIK                                 BALL CORPORATION               

/s/ George A. Matsik                            By:  /s/ David A. Westerlund  
--------------------------                            --------------------------

EX-10.30
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Attachment A

Assist with the following projects and ongoing activities:                      

o    Advice  and  counsel  with  regard to  packaging  businesses,  foreign  and
domestic                                                              

o    Strategic  relationships  -  mergers,  acquisitions,   divestitures,  joint
ventures, and technology agreements                                   

o    Strategic and operational planning and analysis                            

o    Advice,  counsel and projects as requested by an authorized  representative
of Ball                                                               

o    Licensee relationships                                                     

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
For The Period Ended		12/31/99		1
Filed On / Filed As Of		3/30/00
		12/31/00		1					10-K
		12/31/02		1		2			10-K, 8-K
		1/10/03		1
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