EXHIBIT 10(n)
CONSULTING AGREEMENT
THIS AGREEMENT made this 31st day of July, 2002, by and between XXXXXXX X.
XXXXXXXXX (the "Consultant") and XXXXXXX COMPANY, a Michigan corporation having
its corporate offices at 000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx ("Perrigo").
WITNESSETH:
WHEREAS, Perrigo desires to assure itself of the continued services of
Consultant as a consultant to assist the President and Chief Executive Officer
in the performance of his duties on an as requested basis during the term of
this Agreement; and
WHEREAS, Consultant has agreed to continue to provide consulting services
to Perrigo as a consultant under the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the services to be performed by
Consultant for Perrigo and in further consideration of the mutual covenants and
agreements hereinafter set forth, Consultant and Perrigo have agreed as follows:
1. Services. During the term of this Agreement, Consultant shall render to
Perrigo, any successor corporation, affiliate or parent company of Perrigo such
consulting and advisory services as shall be requested by the President and
Chief Executive Officer of Perrigo that are consistent with the services
performed by Consultant while employed by Perrigo, which services shall be
performed at all reasonable times.
2. Term. The term of this Agreement shall begin on the Effective Date
hereof and shall end on June 28, 2003.
3. Compensation. During the term of this Agreement, Perrigo shall pay to
Consultant for his services under this Agreement, a consulting fee of Five
Thousand Dollars ($5,000.00) monthly commencing in May 2002.
During the term of this Agreement, Perrigo shall reimburse Consultant for
the office space rental and secretarial service expenses incurred by Consultant
up to a maximum amount of Forty Six Thousand Six Hundred Sixty Seven Dollars
($46,667.00) upon submission by Consultant of appropriate invoices.
In addition to the amounts payable to Consultant for office space and
secretarial service costs, Perrigo shall reimburse Consultant for his other
reasonable out-of-pocket expenses incurred in the performance of his duties upon
submission by Consultant of appropriate documented expense reports. Such
expenses shall include but not be limited to long distance telephone charges,
copying and telecopying charges, travel, lodging, and meals while traveling in
connection with the performance of such consulting services and similar out of
pocket expenses.
As long as Consultant remains on the Board of Directors of Perrigo, he
shall receive the compensation from time to time paid by Perrigo to its outside
directors.
4. Termination. This Agreement shall or may be terminated by:
(a) The expiration of the term of this Agreement pursuant to Section 2
above.
(b) Mutual written agreement of Consultant and Perrigo.
(c) The death of Consultant.
(d) Perrigo upon the refusal of Consultant to make himself reasonably
available for the consulting services to be rendered hereunder during the
term of this Agreement.
(e) Perrigo in the event of Consultant's dishonesty or willful
misconduct.
In the event this Agreement is terminated, the rights of Consultant to
payments hereunder shall immediately terminate for any payment that becomes due
and owing after the date of termination. Xxxxxxx'x rights of termination shall
be without prejudice to its other legal remedies.
5. Relationship of the Parties. The relationship between Perrigo and
Consultant will be that of principal and agent; provided, however, that except
as otherwise provided by Perrigo in writing, Consultant is not granted authority
to assume or create any obligation or responsibility, express or implied, on
behalf of or in the name of Perrigo, or to bind Perrigo in any manner
whatsoever. As a consultant, Consultant will not participate in any of the
employee benefit plans offered by Perrigo and Perrigo shall not withhold any
local, state, or federal taxes from the payments made to Consultant under this
Agreement, all tax liability in respect of Consultant's receipt of compensation
hereunder being the sole and exclusive responsibility of Consultant.
6. Indemnification. In connection with the performance of his duties
hereunder, Consultant shall continue to be entitled to indemnification as an
agent of Perrigo to the full extent required or provided for by (a) the Business
Corporation Law of the State of Michigan; (b) the Articles of Incorporation and
By-laws of Perrigo; and (c) the terms of the Indemnity Agreement entered into
between Perrigo and Consultant on June 2, 2000, the terms of which are
incorporated herein by specific reference to that Agreement.
7. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered or mailed
postage prepaid:
If to Consultant: If to Perrigo:
Xxxxxxx X. Xxxxxxxxx Perrigo Company
2431 Belleglade S.E. 000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
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8. Entire Agreement. This document contains the entire agreement between
Consultant and Perrigo concerning the subject matter hereof and it may not be
changed orally, but only by agreement in writing, executed by Consultant and
Perrigo.
9. Governing Law. This Agreement and the performance hereunder shall be
construed in accordance with the laws of the State of Michigan.
10. Effective Date. The "Effective Date" of this Agreement shall be May 1,
2002.
XXXXXXX COMPANY,
a Michigan corporation
By:
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Its:
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CONSULTANT:
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
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