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EXHIBIT 10(W)
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into as of July 1, 1994,
by and between ZAPATA CORPORATION, a Delaware corporation (the "Company") having
its principal place of business at One Riverway, Houston, Texas 77056, and
THOMAS H. BOWERSOX, an individual, having his principal residence at 7510 Pine
Wind Ct., Humble, Texas 77346 ("Consultant"). In consideration of Company's
agreeing to enter into this Agreement, Consultant and Company agree that the
Employment Agreement made and entered into as of the 15th day of March, 1991 by
and between the Company and Consultant shall terminate effective July 1, 1994.
The parties hereto further agree as follows:
1. ENGAGEMENT. Company hereby engages Consultant and Consultant hereby agrees to
hold himself available to render, at the request of Company, litigation
consulting services for Company and its affiliates and subsidiaries upon the
terms and conditions hereinafter set forth.
2. TERM. The term of this Agreement shall begin as of July 1, 1994, and shall
terminate on June 30, 1997. Company's obligations to make all payments due
under this Agreement, and its obligation to provide benefits as described in
Section 3 are unconditional
and must be met, even in the event of the death,
disability or other incapacity of Consultant.
3. COMPENSATION. As compensation for the services rendered by Consultant under
this Agreement, Company shall pay Consultant an annual fee of One Hundred
Eighty-Five Thousand Four Hundred and No/100 Dollars ($ 185,400.00). Such
annual payments shall be paid in semi-monthly installments, beginning on July
15, 1994, less such taxes as Company is required by law to deduct. Consultant
shall be entitled to participate in the Company's group health and dental
insurance plans pursuant to the terms and conditions of those plans, as they
presently exist or as they may be revised during the term of this Agreement;
provided, however, that Consultant shall pay and Company shall deduct from
payments made to Consultant such amounts as employee participants in the
plans pay for such plans. Notwithstanding any other provision contained in
this Agreement, Consultant's rights in and to Company other benefit plans in
which Consultant already is a vested participant shall not be adversely
affected by this Agreement.
4. DUTIES. Consultant shall hold himself available to render, and shall render
at the request of Company from time to time, litigation consulting services
for the Company through its General Counsel. Consultant shall render such
services conscientiously and shall devote his best efforts and abilities
thereto at such times during the term hereof and in such manner as Company
and Consultant shall mutually agree, it being acknowledged that Consultant's
services shall be non-exclusive and performed at such places and at such
times as are reasonably convenient to Consultant.
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5. EXPENSES. Consultant shall be reimbursed by Company for all reasonable
business expenses that are incurred by Consultant during the performance of
his services hereunder. Company's obligation to reimburse Consultant
pursuant to this subparagraph shall be subject to the presentation to
Company by Consultant of an itemized account of such expenditures, together
with supporting vouchers, in accordance with Company's policies as in effect
from time to time.
6. INDEPENDENT CONTRACTOR. It is expressly agreed that Consultant is acting as
an independent contractor in performing his services hereunder, and not as
an employee or agent of Company.
7. DISCLOSURE OF INFORMATION. Consultant shall not disclose nor appropriate for
his own use, or for the use of any third party, at any time during or
subsequent to the term of this Agreement, any secret or confidential
information of Company or any of Company's affiliates or subsidiaries of
which Consultant has been or hereafter becomes informed, whether or not
developed by Consultant, including, but not limited to, information
pertaining to customer lists, services, methods, processes, prices, profits,
contract terms or operating procedures, except as required in connection
with Consultant's performance of this Agreement, or as required by a
governmental authority.
8. ASSIGNMENT. This Agreement is a personal one, being entered into in reliance
upon and in consideration of the singular personal skills and qualifications
of Consultant. Consultant shall therefore not voluntarily or by operation of
law assign or otherwise transfer the obligations incurred on his part
without the prior written consent of Company.
9. MODIFICATION OF AGREEMENT. This Agreement may be modified by the parties
hereto only by a written supplemental agreement executed by both parties.
10. Notice. Any notice required or permitted to be given hereunder shall be
sufficient if in writing, and if sent by registered or certified mail,
postage prepaid, addressed as follows:
If to Company:
Zapata Corporation
One Riverway, Suite 2200
Houston, Texas 77056
Attention: Chairman and Chief Executive Officer
If to Consultant:
Mr. Thomas H. Bowersox
7510 Pine Wind Ct.
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Humble, Texas 77346
or to such other addresses as the parties hereto may specify in writing from
time to time.
11. WAIVER OF BREACH. The waiver by either party of any breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
12. TITLES. The titles of the sections herein are for convenience of reference
only and are not to be considered in construing this Agreement.
13. GOVERNING LAW. This Agreement has been executed and delivered in the State
of Texas, and its interpretation, validity and performance shall be
construed and enforced in accordance with the laws of the State of Texas.
14. ENTIRE AGREEMENT. This Agreement contains the entire contract of the parties
with respect to the subject matter hereof and supersedes all agreements and
understandings between the parties concerning the subject matter hereof.
EXECUTED as of the date first above written.
ZAPATA CORPORATION
/s/ R. C. LASSITER
By: ------------------------------------
R. C. Lassiter
Chairman and Chief Executive Officer
THOMAS H. BOWERSOX
/s/ THOMAS H. BOWERSOX
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