EXHIBIT 10.32
CONSULTING AGREEMENT
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This Consulting Agreement, dated this 26th day of April, 1998, by and
between VITALINK PHARMACY SERVICES, INC., a Delaware corporation (hereinafter
referred to as the "Company") and XXXXXX X. XXXXXX, III (hereinafter referred to
as the "Consultant").
WHEREAS, the Company desires to retain the Consultant to carry out the
services set forth in this Agreement, and the Consultant is willing to provide
such services;
NOW, THEREFORE, in consideration of the premises and of the covenants
herein contained, it is agreed as follows:
1. Engagement as Consultant. The Company engages the Consultant to render
consulting services to the Company for the period (the "Consulting Period")
beginning on the date of his or her termination of employment with the Company
(the "Effective Date") and ending 18 months after the Effective Date; provided,
however, that this Agreement shall be of no force and effect if the date of the
Consultant's termination of employment is after April 30, 1999.
2. Consulting Services. During the Consulting Period, the Consultant will
perform the following services, as reasonably requested by the Chief Executive
Officer of the Company: advice and consultation relating to legal and regulatory
issues. The Consultant shall not be required to maintain any office hours. The
parties anticipate that the Consultant's performance of requested services
hereunder will consume no more than 1000 hours per year. The Company will
provide office support services to the Consultant at a site to be mutually
agreeable to the Consultant and the Company. The Consultant shall perform all
such services personally.
3. Other Activities. The Consultant shall be free to accept employment with
any organization and to engage in any business enterprise on the Consultant's
own behalf during the Consulting Period, provided such employment or other
activities do not prevent the satisfactory performance of the consulting
services described in Section 2.
4. Compensation for Services As compensation for the services to be
rendered by the Consultant hereunder, the Company shall pay to the Consultant
$18,750 per month, payable no later than the last day of the applicable month.
If the
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Consultant's services are involuntarily terminated for any reason (including
death and disability), all compensation for the remainder of the term of the
Consulting Period shall be due and payable in a lump sum in cash within 30 days
after such termination.
5. Reimbursement for Expenses. The Company shall reimburse the Consultant
promptly for the Consultant's reasonable out-of-pocket expenses of performing
the consulting services described herein. The Consultant shall provide monthly a
particularized statement of any such expenses with customary documentation to
the Company's Chief Executive Officer, for reimbursement.
6. Disclosure and Use of Information. The Consultant recognizes and
acknowledges that the Company's and its affiliates' present and prospective
clients, contracts, development plans, operating data, policies and personnel,
as they may exist from time to time, are valuable, special and unique assets of
the Company's business. Throughout the Consulting Period and for a period of one
year after its termination or expiration for whatever cause or reason, the
Consultant shall not directly or indirectly, or cause others to, make use of or
disclose to others any information relating to the business of the Company that
has not otherwise been made public, including but not limited to the Company's
and its affiliates' present or prospective clients, contracts, development
plans, operating data and policies.
7. Notices. Any notice, request or demand given under this Agreement shall
be in writing, and shall be delivered personally to the recipient or sent by
certified, registered or overnight mail to his/her residence in the case of the
Consultant, or to its principal office in the case of the Company.
8. Waiver of Breach. The waiver of either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
9. Assignment. The rights and obligations of the parties under this
Agreement shall inure to the benefit of and shall be binding upon their
respective successors and, in the case of the Company, assigns. The obligations
of the Consultant hereunder may not be assigned or delegated.
10. Independent Contractor. The Consultant acknowledges that the
Consultant's engagement under this Agreement is
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as an independent contractor and not as an employee of the Company. Accordingly,
the Consultant shall be responsible for the payment of all income, self-
employment and other taxes on amounts payable to the Consultant hereunder, and
the Company shall not withhold any federal, state or local income, payroll or
other taxes from the payments made under this Agreement. Nothing in this
Agreement shall be construed to authorize the Consultant to incur any debt,
liability or obligation of any nature for or on behalf of the Company.
11. Entire Agreement. This instrument contains the entire agreement of the
parties. It may be changed only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension, or
discharge is sought.
12. Governing Law. This Agreement shall be governed by and interpreted
under the laws of the State of Illinois without giving effect to the principles
thereof relating to conflict of laws.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above.
Attest: VITALINK PHARMACY SERVICES,INC.
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Witness: CONSULTANT:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx, III
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Xxxxxx X. Xxxxxx, III
