Form 10-Q/A ILLINOIS TOOL WORKS INC For: Jun 30
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E-mail Exhibit 10(a)
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made between SLM Advisory Services LLC ("SLM Advisory Services"), and Illinois Tool Works Inc. ("ITW"), and will become effective on the date the parties execute it below.
1.Purpose. ITW desires to have the benefit of the advice, counsel, and services of SLM Advisory Services and its principal Steven L. Martindale for a period of time under the terms set forth in this Agreement to assist in its business. In consideration of the promises and the mutual covenants set forth herein, ITW and SLM Advisory Services agree to the following provisions.
2.Consulting Services. During the "Consulting Period" (as defined below), SLM Advisory Services will stand ready and will furnish to ITW such reasonable services of an advisory or consulting nature with respect to its business and affairs as ITW may reasonably call upon SLM Advisory Service to furnish, with the parties' understanding that: (i) SLM Advisory Services will be available for the Consulting Period upon reasonable notice and at reasonable times for periodic consultations, either in person, by videoconference, or by telephone; and (ii) Mr. Martindale will not be an employee of ITW in performing consulting services hereunder, but he and SLM Advisory Services will act in the capacity of independent contractor. The parties contemplate that the services provided by SLM Advisory Services will be limited to an approximate total of four days per month. The "Consulting Period" means the period beginning April 15, 2021 and continuing until either party provides 30 days' written notice of termination of the Agreement. Either party may provide such notice at any time for any reason.
3.Payment for Consulting Services. In consideration of the advisory and consulting service provided by SLM Advisory Services under the provisions of paragraph 2, ITW will pay to SLM Advisory Services compensation in the amount of $20,000.00 per month. SLM Advisory Services may also invoice ITW for reasonable expenses incurred in connection with the consulting services.
4.Protection of ITW's Protectable Interests. SLM Advisory Services and Mr. Martindale acknowledge that Mr. Martindale possesses confidential ITW information and trade secrets, which if disclosed would provide competitors with an unfair advantage. SLM Advisory Services and Mr. Martindale hereby affirm all of Mr. Martindale's existing post-employment obligations with respect to ITW's confidential information and trade secrets that he may be bound to under other agreements or by law, and Mr. Martindale agrees that he will not, directly or indirectly, utilize or disclose to anyone outside of ITW, trade secrets or other confidential ITW information to which he had access during his employment or the Consulting Period. Examples of confidential information include customer and vendor lists, pricing, margins, profitability, revenue, tax-planning data and strategy, business and marketing plans and strategy, long-range planning, financial planning, annual planning, technical know-how, processes, systems, designs, manufacturing techniques, leadership and talent development, ITW' s 80/20 Front to Back process (including processes, methodology, and implementation) employee-compensation data, training and workshop manuals, research and development, and innovation.
5.Entire Agreement. This Agreement contains the entire agreement between ITW and SLM Advisory Services with respect to the subject matter hereof, and may not be amended, modified, or canceled except by written consent of both parties.
6.Applicable Law. This Agreement will be enforced, interpreted, and construed under the laws of the State of Illinois, without reference to its conflict-of-laws provisions.
7.Binding Effect. This Agreement will be binding upon and inure to the benefit of the parties, and their respective heirs, executors, administrators, legal representatives, successors, and assigns, if any.
8.Multiple Originals. This Agreement may be executed in multiple originals, including via fax or electronic signatures, each of which will be deemed an original.
| Agreed to by: | |||||
| SLM Advisory Services LLC | Illinois Tool Works Inc. | ||||
| By: /s/ Steve Martindale | By: /s/ Chris O'Herlihy | ||||
| Name: Steve Martindale | Name: Chris O'Herlihy | ||||
| Date: June 8, 2021 | Date: June 9, 2021 | ||||
Exhibit 31
Rule 13a-14(a) Certification
I, E. Scott Santi, certify that:
1.I have reviewed this report on Form 10-Q of Illinois Tool Works Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | August 6, 2021 | /s/ E. Scott Santi | |||||||||
| E. Scott Santi | |||||||||||
| Chairman & Chief Executive Officer | |||||||||||
Exhibit 31
Rule 13a-14(a) Certification
I, Michael M. Larsen, certify that:
1.I have reviewed this report on Form 10-Q of Illinois Tool Works Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | August 6, 2021 | /s/ Michael M. Larsen | |||||||||
| Michael M. Larsen | |||||||||||
| Senior Vice President & Chief Financial Officer | |||||||||||
Exhibit 32
Section 1350 Certification
The following statement is being made to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.
Each of the undersigned hereby certifies that the Quarterly Report on Form 10-Q for the period ended June 30, 2021 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
| Dated: | August 6, 2021 | /s/ E. Scott Santi | |||||||||
| E. Scott Santi | |||||||||||
| Chairman & Chief Executive Officer | |||||||||||
| Dated: | August 6, 2021 | /s/ Michael M. Larsen | |||||||||
| Michael M. Larsen | |||||||||||
| Senior Vice President & Chief Financial Officer | |||||||||||
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