Exhibit 10.1
CONSULTING AGREEMENT
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THIS AGREEMENT is entered into as of December 1, 1995, by and between
Mallinckrodt Group Inc., a New York corporation (the "Company") and XXXXX X.
XXXXX ("Xxxxx").
WITNESSETH:
WHEREAS, Pinet has special knowledge and ability with respect to
international markets and financial transactions; and
WHEREAS, the Company has determined that it would be beneficial to use
the consulting services of Pinet to develop international business
relationships and provide expertise in other international business matters;
and
WHEREAS, the Company wishes to clarify the capacity in which Pinet will
provide such services to the Company;
NOW, THEREFORE, it is mutually agreed as follows:
1. Consultancy.
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Pinet will be retained as a consultant of the Company for the
period December 1, 1995 through November 30, 1996.
2. Consulting Services.
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As a consultant, Pinet will (i) assist the Company in forming
strategic business relationships in Asia and Europe, (ii) advise the Company
with respect to global economic trends with a particular focus on
international banking transactions and, (iii) provide such other assistance
with international matters and the Company's search for new directors as may
be directed from time to time by the Chairman, President and Chief Executive
Officer, C. Xxx Xxxxxx.
3. Consulting Fee.
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The Company will pay Pinet for his consulting services and covenant
not to compete, a monthly fee of Ten Thousand Dollars ($10,000.00) payable on
the last day of each month. No other fees or commissions will be paid to
Pinet arising out of his consulting services under this Agreement. This
Agreement, however, will not preclude the payment of fees for services
rendered by Pinet as a member of the Company's Board of Directors.
4. Confidentiality of Company Information.
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Pinet agrees to maintain in strict confidence any nonpublic
information concerning the Company and its subsidiaries that he knows or
acquires in the course of rendering consulting services under this Agreement,
or any prior Agreements between the Company and Pinet under which Pinet has
provided consulting services.
AGREEMENT/Pinet
Page 2
5. Non-Compete.
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In consideration of the fee provided in paragraph 3 above, Pinet
agrees that he will not, during the term of this Agreement and for a period
of one year thereafter, be employed by or otherwise render any services for
any person or concern which is or which he knows has the intention of
becoming a direct competitor of any primary or developing product lines
within the primary or developing market areas of any business of the Company
or any wholly-owned subsidiary as it now exists or may exist at the
expiration of this Agreement (and any extensions thereof) without the prior
written consent of the Company, which consent will not be unreasonably
withheld.
6. Expenses.
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The Company will pay or reimburse Pinet, as the case may be, for
all expenses reasonably incurred by Pinet in rendering consulting services
which have been approved by C. Xxx Xxxxxx, the Chairman, President and Chief
Executive Officer of the Company, and for which a statement of itemized
expenses with substantiating documentation has been provided.
7. Termination.
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The Company's obligations to Pinet and Pinet's obligations to the
Company as a consultant hereunder will terminate prior to November 30, 1996,
only in the event of Pinet's death or disability, or if the Company
determines that Pinet is in material default of his obligations under this
Agreement, or is guilty of wilful misconduct or gross negligence in the
performance thereof. For purposes of this paragraph, disability means a
physical or mental disability which the Company's Chief Executive Officer has
determined, acting with the advice of a competent medical doctor, renders or
has rendered Pinet unable to perform consulting services hereunder for a
consecutive period of one (1) month or more. No such determination will be
made without at least ten (10) day's prior written notice to Pinet, or his
spouse, or his personal representative, and such determination will not
become effective to terminate the Company's obligations to Pinet as
consultant hereunder until the last day of the month in which such notice
is given.
8. Independent Contractor Status.
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Pinet will be regarded as an independent contractor in all matters
pertaining to services performed hereunder, and Pinet will not have the
authority to assume, create, or incur any liability or any obligation of any
kind, either express or implied, against or on behalf of the Company.
9. Severability.
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This Agreement is divisible and separable so that if any provisions
are held to be invalid, such holding will not impair the remaining provisions
hereof. If any provision is held to be too broad to be enforced, such
provision will be construed to create only an obligation to the full extent
allowable by law.
10. Counterparts.
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This Agreement may be executed in two or more counterparts, each of
which need not contain the signatures of more than one party, but such
counterparts taken together will constitute one and the same Agreement.
AGREEMENT/Pinet
Page 3
11. Miscellaneous.
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The foregoing constitutes the entire Agreement between the parties
and can be amended only by written agreement signed by both parties.
Further, this Agreement will not be assignable or transferable, in whole or
in part. Any payment required to be made by the Company pursuant to this
Agreement to a person who is under a legal disability may be made by the
Company to or for the benefit of such person in such of the following ways as
the Company may determine: (a) directly to such person, (b) to the legal
representative of such person, (c) to some near relative of such person, to
be used for the latter's benefit, or (d) directly in payment of expenses in
support, maintenance or education of such person. The Company will not be
required to see to the application by any third party of any payments made
pursuant hereto. All questions in respect of this Agreement, including those
pertaining to its validity, interpretation and performance, shall be
determined by the laws of the State of Missouri.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by a duly authorized officer and Pinet has set his
hand and seal as of the date first above-written.
Mallinckrodt Group Inc.
By C. XXX XXXXXX
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C. Xxx Xxxxxx
Its Chairman, President and Chief Executive Officer
ACCEPTED:
By XXXXX XXXXX
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Xxxxx Xxxxx
Date December 1, 1995
