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Exhibit 10.39
CONSULTING AGREEMENT
CONSULTING AGREEMENT (this "Agreement"), dated as of January 1, 1997,
by and between Xxxx X. Xxxxxxxxx ("Consultant"), and Safeskin Corporation, a
Florida corporation (the "Company").
WHEREAS, effective as of January 1, 1997, Consultant will resign as
Co- Chairman of the Company; and
WHEREAS, the Company desires that Consultant make his services
available to the Company on a consulting basis during the consultancy term as
set forth in this Agreement; and
WHEREAS, Consultant has agreed to provide such services during the
consultancy term in accordance with the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and the mutual
promises, terms and conditions hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties do hereby agree as follows:
1. Engagement.
(a) DEVOTION OF TIME TO DUTIES HEREUNDER. During the Consultancy Term
(as defined in Section 2 hereof), Consultant agrees to be engaged by the
Company as a consultant and, except as expressly set forth in section 1(b)
hereof, to perform such services for the Company as are assigned to Consultant
at the direction of the Board of Directors (the "Board") or the Chief Executive
Officer of the Company and agreed to by Consultant. During the Consultancy
Term, Consultant shall devote such time as is reasonably necessary to perform
his duties hereunder, it being understood that Consultant shall work on a
part-time, not a full-time, basis. The services that Consultant shall provide
hereunder shall not be deemed to prevent Consultant from engaging in other
ventures or employment which do not (i) violate the provisions of Section 4 or
5 of this Agreement, or (ii) interfere with Consultant's duties hereunder.
(b) DUTIES DURING ENGAGEMENT PERIOD. During the Consultancy Term for
that portion of his time as is set forth in Section 1(a) in which Consultant
shall provide services for the Company, he shall devote his attention,
energies, knowledge and experience and give his best effort, skill and
abilities, to promote the business and interests of the Company and its
subsidiaries and Affiliates (as hereinafter defined). The duties of Consultant
hereunder shall consist of providing consulting services to the Company at the
direction of the Board or the Chief Executive Officer, in the areas of (i) the
manufacturing of latex and non-latex gloves, (ii) the design and construction
of "Grand Master" production lines in Thailand, (iii) the construction of the
Company's latex concentrate plant in Thailand, (iv) selection of sites for, and
development of, new factories, and (v) new product development.
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(c) DEFINITIONS. As used herein, "Affiliate" means, as applied to any
Person, (a) any other Person directly or indirectly controlling, controlled by
or under common control with, that Person, (b) any other Person that owns or
controls (i) 50% or more of any class of equity securities of that Person or
any of its Affiliates or (ii) 50% or more of any class of equity securities
(including any equity securities issuable upon the exercise of any option or
convertible security) of that Person or any of its Affiliates. For the purposes
of this definition, "control" (including with correlative meanings, the terms
"controlling", "controlled by", and "under common control with") as applied to
any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of that Person,
whether through ownership of voting securities or by contract or otherwise; and
the term "Person" shall be construed broadly to include an individual, a
partnership, a corporation, an association, a joint stock company, a limited
liability company, a trust, a joint venture, an unincorporated organization and
a governmental entity or any department, agency or political subdivision
thereof.
2. CONSULTANCY TERM. The engagement of Consultant hereunder shall be
for the period (the "Consultancy Term") commencing on the date hereof and
ending on December 31, 1997.
3. COMPENSATION.
(a) CONSULTING FEE. In consideration of the services to be performed
by Consultant during the Consultancy Term set forth in Section 1 of this
Agreement, and Consultant's covenants herein set forth including but not
limited to those provided in Sections 4, 5, 6 and 7 of this Agreement, the
Company shall pay Consultant a fee (the "Fee") at the rate of $300,000 per year
during the Consultancy Term. The Fee shall be payable in equal installments
semi-monthly (on approximately the 15th and 30th days of each month) in arrears
during the Consultancy Term, commencing on January 15, 1997. In addition to the
Fee, Consultant shall be eligible to earn a bonus (the "Bonus") of $150,000
based upon his achievement of all or substantially all of the target objectives
attached hereto as Annex 1, and a lesser amount in the event that all or
substantially all of such target objectives are not achieved. Determination of
whether, and to what extent, such target objectives have been achieved shall be
made jointly by the Chief Executive Officer and the Consultant. In the event of
any disagreement between the Chief Executive Officer and the Consultant, the
Compensation Committee of the Board of Directors shall have the discretion to
determine whether, and to what extent, such target objectives shall have been
achieved, and its determination shall be final and binding. In considering
whether, and to what extent, such target objectives have been achieved, factors
beyond the control of Consultant that would customarily be included in the
category of "force majeure" (such as the outbreak of war, natural disasters,
etc.) shall be taken into account. The Bonus, if earned, shall be payable in
cash on or before March 1, 1998.
(b) BENEFITS. During the Consultancy Term, Consultant shall be
eligible to participate in any Company-provided benefits, or to any other
plans, programs or arrangements generally provided or made available to
employees of the Company from time to time other than
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the Company's ss. 401(k) plan; provided, however, that (i) Consultant and his
family shall be provided with Company-paid medical benefits during the
Consultancy Term, which medical benefits shall be substantially identical to
the medical benefits which are provided to senior management employees of the
Company during the Consultancy Term, and (ii) Consultant shall be reimbursed
for the reasonable and necessary business expenses which Consultant incurs
pursuant to the performance of his duties hereunder during the Consultancy
Term, in accordance with the Company's expense reimbursement policies.
(c) CONTINUED OPTION VESTING. With respect to options to purchase
common stock of the Company which will vest by their terms on or prior to
December 31, 1997 and which have previously been granted to Consultant pursuant
to the Safeskin Corporation Equity Compensation Plan (the "Option Plan") (such
options, the "First Vesting Options"), notwithstanding anything to the contrary
in the Option Plan, any stock option grant letter or any other or related
document or agreement other than this Agreement (collectively, the "Option
Documents"), all First Vesting Options granted to Consultant shall continue to
vest in accordance with the vesting terms contained in the Option Documents
(the "Original Vesting Schedule"), and shall remain subject to all other terms
and conditions of the Option Plan, during the Consultancy Term. In addition,
the parties hereto acknowledge and agree that, with respect to the 100,000
additional options to purchase common stock of the Company which have been
granted to Consultant pursuant to the Option Plan and which are not scheduled
to vest by their terms pursuant to the Original Vesting Schedule on or prior to
December 31, 1997 (such options, the "Later Vesting Options") (all stock
options granted pursuant to the Option Plan, including but not limited to the
First Vesting Options and Later Vesting Options, are hereinafter referred to as
"Options"), notwithstanding the Original Vesting Schedule, the Later Vesting
Options shall vest on December 31, 1997 subject to the terms of this Agreement.
Set forth as Annex 2 is a schedule reflecting the vesting schedule of all of
the Consultant's currently outstanding Options. Notwithstanding anything
contained in the Option Documents (i) the Consultant's continued engagement
pursuant to this Agreement shall be deemed to be continued employment by the
Company for purposes of the vesting of Consultant's Options; and (ii) the
provisions of Section 9 of this Agreement shall govern the vesting,
exercisability, termination and other attributes of the Options to the extent
that the provisions of Section 9 of this Agreement are inconsistent or conflict
with any of the provisions of the Option Documents.
4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant acknowledges
that the Company and its subsidiaries and Affiliates will be engaged in a
business involving technology and other Confidential Information (as herein
defined) and rights that are proprietary to the Company. In addition,
Consultant acknowledges that through his involvement with the Company prior to
the execution of this Agreement, he has had and will have access to, and has
acquired or assisted and will acquire or assist in the development of secret
and Confidential Information regarding the Company and its subsidiaries and
Affiliates and their respective technologies, customers and plans, the
disclosure of which to others would cause the Company and its subsidiaries and
Affiliates to suffer substantial and irreparable damage. Consultant
acknowledges that such information is of great value to the Company and its
subsidiaries and Affiliates, is the sole property of the Company and its
subsidiaries and Affiliates and that such information has
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been and will be acquired by Consultant in confidence. In consideration of the
obligations undertaken by the Company as set forth herein, Consultant will not,
at any time during or after the Consultancy Term, publish, disclose or use, or
authorize any other person or entity to publish, disclose or use, any secret or
Confidential Information of or about the Company or any of its subsidiaries and
Affiliates of which Consultant has already become, or becomes, aware or
informed during his engagement with the Company, whether or not developed by
him. For purposes hereof, the term "Confidential Information" shall include, by
way of example and without limitation, matters of a technical nature,
"know-how," formulas, secret processes, works of authorship, computer programs
(including documentation of such programs), services, materials, patent
applications, new product plans, other plans, technical information, technical
improvements, test data, progress reports and research projects, and matters of
a business nature, such as business plans, prospects, financial information,
marketing plans and strategies, proprietary information about costs, profits,
markets, sales, lists of customers and suppliers of the Company and its
subsidiaries and Affiliates, procurement and promotional information, credit
and financial data concerning customers or suppliers of the Company and its
subsidiaries and Affiliates, information relating to the management, operation
and planning of the Company and its subsidiaries and Affiliates, and other
information of a similar nature to the extent not available to the public, and
plans for future development.
5. NONCOMPETITION.
(a) RESTRICTIVE COVENANT. Consultant agrees that he shall, during the
Consultancy Term and for a period of five years following the expiration or
termination for any reason of the Consultancy Term (the "Restricted Period"),
refrain from, either alone or in conjunction with any other Person, or directly
or indirectly through his present or future Affiliates or Associates (as
defined herein):
(i) (except pursuant to his duties performed for the Company
hereunder) directly or indirectly, owning, managing, operating, joining, or
having a financial interest in, controlling or participating in the ownership,
management, operation or control of, or being employed as an employee, agent or
consultant, or in any other individual or representative capacity whatsoever,
or using or permitting his name to be used in connection with, or lending
assistance (financial or otherwise) to or being otherwise connected in any
manner with any business or enterprise engaged within any portion of the United
States (whether or not such business is physically located within the United
States), Europe or Asia (x) in the design, development, manufacture,
distribution, license or sale of any products, or the provision of any services
which have application in the natural or synthetic latex glove industry, or (y)
in any new lines of business which the Company or its subsidiaries or
Affiliates enter into during the Consultancy Term; provided as to (y) that
Consultant has had some material level of involvement in or with such new line
of business during his employment by the Company or his engagement by the
Company pursuant to this Agreement.;
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(ii) soliciting, inducing, entering into any agreement with, or
attempting to influence any individual who is an employee or consultant of the
Company or any of its subsidiaries or Affiliates during the Restricted Period
to terminate his or her employment relationship with the Company or such
subsidiary or Affiliate, or to become employed by Consultant or any Affiliate
or Associate of Consultant or any Person by which Consultant is employed, or
interfering in any other way with the employment, or other relationship, of the
Company or such subsidiary or Affiliate and any employee or consultant thereof;
provided that, if Consultant and his Associates shall not have solicited,
induced or otherwise sought to employ or otherwise be involved with any former
employees or consultants of the Company prior to the termination of their
employment with the Company, Consultant and his Associates shall be free to
employ or otherwise be involved with such former employees or consultants of
the Company beginning twelve months after their employment with the Company has
ended; and
(iii) soliciting or canvassing the trade, business or patronage
of, or selling to, any Persons that were actual or prospective customers of the
Company or its subsidiaries or Affiliates with respect to which a sales effort,
presentation or proposal was made at any time prior to or during the
Consultancy Term.
(iv) As used herein, "Associate" means with respect to any
Person, any corporation or other business organization of which such Person is
an officer, employee, partner or consultant or is the beneficial owner,
directly or indirectly, of ten percent (10%) or more of any class of equity
securities, any trust or estate in which such Person has a substantial
beneficial interest or as to which such Person serves as a trustee or in a
similar capacity and any member of the immediate family of such Person.
(b) REASONABLENESS OF RESTRICTIONS. Consultant acknowledges and agrees
that the restrictions set forth in this Section 5, and the period of time and
geographical area specified hereunder, are reasonable in view of the nature of
the business in which the Company is engaged and Consultant's knowledge of the
Company's and its subsidiaries and Affiliates' businesses.
(c) ENFORCEABILITY OF RESTRICTIVE COVENANT. The parties hereto
recognize that the laws and public policies of the various states of the United
States may differ as to the validity and enforceability of covenants similar to
those set forth in this Section 5. It is the intention of the parties that the
provisions of this Section 5 be enforced to the fullest extent permissible
under the laws and policies of each jurisdiction in which enforcement may be
sought, and that the unenforceability (or the modification to conform to such
laws or policies in the manner set forth in Section 8(b) hereof ) of any
provisions of this Section shall not render unenforceable, or impair, the
remainder of the provisions of this Section 5, or of this Agreement.
6. DISCOVERIES AND WORK. All Discoveries and Works (as hereinafter
defined) made or conceived by Consultant during his engagement by the Company,
whether during the Consultancy Term or at any time prior thereto, jointly or
with others, that relate to the present or anticipated activities of the
Company or its subsidiaries or Affiliates, or are used or usable by
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the Company or its subsidiaries or Affiliates shall be the sole and absolute
property of the Company or its subsidiaries or Affiliates, as the case may be,
free of any reserved or other rights of any kind on Consultant's part. The term
"Discoveries and Works" includes, by way of example but without limitation,
Confidential Information, patents and patent applications, trademarks and
trademark registrations and applications, service marks and service xxxx
registrations and applications, trade names, copyrights and copyright
registrations and applications. Consultant shall (a) promptly notify, make full
disclosure to, and execute and deliver any documents requested by, the Company,
as the case may be, to evidence or better assure title to Discoveries and Works
in the Company or its subsidiaries or Affiliates, as so requested, (b) renounce
any and all claims, including but not limited to claims of ownership and
royalty, with respect to all Discoveries and Works and all other property owned
or licensed by the Company or its subsidiaries or Affiliates, (c) assist the
Company or its subsidiaries or Affiliates in obtaining or maintaining for
itself at its own expense United States and foreign patents, copyrights, trade
secret protection or other protection of any and all Discoveries and Works, and
(d) promptly execute, whether during his engagement with the Company or
thereafter, all applications or other endorsements necessary or appropriate to
maintain patents and other rights for the Company or its subsidiaries or
Affiliates and to protect the title of the Company or its subsidiaries or
Affiliates thereto, including but not limited to assignments of such patents
and other rights. Consultant acknowledges that all Discoveries and Works shall
be deemed "works made for hire" under the Copyright Act of 1976, as amended.
7. RETURN OF DOCUMENTS. Consultant agrees that, within thirty days of
the termination of the Consultancy Term, he shall return to the Company all
property of the Company and its subsidiaries and Affiliates in his possession
or control (whether maintained at his office, home or elsewhere), including,
without limitation, all data or other information concerning the Company and
its subsidiaries and Affiliates and their technologies that is recorded,
stored, maintained or operated by electronic, mechanical or photographic
process, whether computerized or not, and all copies of all management studies,
business or strategic plans, budgets, notebooks and all other printed, typed or
written materials, documents and data of or relating to the Company or any of
its subsidiaries or Affiliates, including without limitation all copies,
extracts and summaries of any of the foregoing, whether or not prepared by
Consultant.
8. REMEDIES.
(a) EQUITABLE RELIEF. Consultant agrees that the Company's remedies at
law for any breach or threat of breach by him of any of the provisions of
Sections 4, 5, 6 and 7 hereof will be inadequate, and that, in addition to any
other remedy to which the Company may be entitled at law or in equity, the
Company shall be entitled to a temporary or permanent injunction or injunctions
or temporary restraining order or orders to prevent breaches of the provisions
of Sections 4, 5, 6 and 7 hereof and to enforce specifically the terms and
provisions thereof, in each case, without the necessity of actual monetary loss
being proved and without the necessity to post any security or bond, in order
that the breach or threatened breach of such provisions by Consultant or by any
Person acting for or with Consultant in any capacity whatsoever may be
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effectively restrained. In addition to all other remedies and damages available
to the Company at law or in equity, in the event of any material breach by
Consultant of any of the provisions of Sections 4, 5, 6 or 7 of this Agreement
during the Consultancy Term which remain uncured after reasonable notice, it is
specifically agreed by the parties hereto that all payment obligations of the
Company pursuant to Section 3 of this Agreement shall cease from and after the
date of such breach. A waiver by the Company of any breach of any provision
hereof shall not operate or be construed as a waiver of a breach of any other
provision of this Agreement or of any subsequent breach by Consultant.
(b) REASONABLE RESTRICTIONS. It is expressly understood and agreed
that although the Company and Consultant consider the restrictions contained in
Sections 4, 5, 6 and 7 hereof to be reasonable for the purpose of preserving
the proprietary rights and going concern value of the Company, if a final
judicial determination is made by a court having jurisdiction that the time or
territory or any other restriction contained in such Sections 4, 5, 6 and 7 is
an unenforceable restriction on Consultant's activities, the provisions of such
Sections 4, 5, 6 and 7 shall not be rendered void but shall be deemed amended
to apply as to such maximum time and territory and to such other extent as such
court may judicially determine or indicate to be reasonable. Alternatively, if
the court referred to above finds that any restriction contained in Sections 4,
5, 6 and 7 or any remedy provided herein is unenforceable, and such restriction
or remedy cannot be amended so as to make it enforceable, such finding shall
not affect the enforceability of any of the other restrictions contained
therein or the availability of any other remedy.
9. TERMINATION.
(a) TERMINATION WITHOUT CAUSE. In the event the Company terminates
Consultant's engagement hereunder during the Consultancy Term without "Cause,"
(i) Consultant shall be entitled to receive the Fee for the balance of the then
existing Consultancy Term and the Bonus (calculated as if all target objectives
had been fully achieved), payable at such times and in such amounts as if this
Agreement were not terminated; (ii) all Options which have not previously
vested shall become fully vested on December 31, 1997, and shall be fully
exercisable for a period of one year after December 31, 1997, and (iii)
Consultant's benefits under the medical benefit plan, as provided in Section
3(b), shall continue to the end of the then existing Consultancy Term.
(b) TERMINATION FOR CAUSE; RESIGNATION. In the event the Company
terminates Consultant's engagement hereunder during the Consultancy Term for
Cause, or Consultant resigns from his engagement hereunder prior to the
expiration of the Consultancy Term, Consultant's rights hereunder shall cease
as of the effective date of the termination or resignation, including, without
limitation, the right to receive the Fee and Bonus, any medical benefits, or
any continued vesting of Options, whether pursuant to the Option Documents or
the terms of this Agreement.
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(c) DISABILITY; DEATH. If, prior to the expiration of the Consultancy
Term or the expiration of this Agreement, Consultant shall be unable to perform
his duties by reason of mental or physical disability for at least ninety
consecutive days or any ninety days (whether or not consecutive) in any 250
consecutive day period, the Company shall have the right to terminate this
Agreement and the remainder of the Consultancy Term by giving notice to
Consultant to that effect. In such event, Consultant shall be entitled to the
benefits set forth in Section 9(a) hereof, as if Consultant has been terminated
without Cause. If, prior to the expiration of the Consultancy Term or the
termination of this Agreement, Consultant shall die, (i) Consultant's estate or
his beneficiary shall be paid the Fee through the end of the month in which
Consultant's death has occurred, and (ii) all of Consultant's Options shall
immediately vest as of the date of his death, and his estate or
successor-in-interest shall be allowed to exercise such Options within the one
year period after the date of Consultant's death. From and after the date of
Consultant's death, the Consultancy Term shall terminate without further
notice, and the Company shall have no further obligations hereunder, other than
as set forth in the preceding sentence.
(d) DEFINITION OF CAUSE. For purposes of this Agreement, "Cause" shall
mean (i) the willful failure of Consultant materially to perform his duties
hereunder after being so advised in writing by the Company and after having had
a reasonable opportunity to cure such failure of performance, (ii) any act of
fraud, misappropriation or embezzlement by Consultant involving the Company or
its business, or (iii) Consultant's commission of a felony other than one
solely related to the operation of a motor vehicle (including pleading guilty
or no contest to a felony or a lesser charge which results from plea
bargaining), whether or not such felony or lesser offense was committed in
connection with the business of the Company.
(e) SURVIVAL. Notwithstanding the foregoing provisions of this Section
9, the provisions of Sections 4, 5, 6, 7, 8, 15 and 16 of this Agreement shall
survive the termination of this Consultancy Term and this Agreement.
10. INDEPENDENT CONTRACTOR STATUS. Consultant shall serve under this
Agreement as an independent contractor of the Company's. Consultant shall be
responsible for all taxes arising from the consulting fees paid to Consultant
hereunder, and there shall be no withholding of taxes with respect to such
fees.
11. NOTICES. All notices, requests and other communications hereunder
must be in writing and will be deemed to have been duly given only if delivered
personally against written receipt or by facsimile transmission or mailed by
prepaid first class certified mail, return receipt requested, or mailed by
overnight courier prepaid, to the parties at the following addresses or
facsimile numbers:
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If to Consultant to:
Xx. Xxxx X. Xxxxxxxxx
0000 Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Facsimile No.: (000) 000-0000
with a copy to:
Broad and Xxxxxx
0000 Xxxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, Esq.
If to the Company to:
Safeskin Corporation
00000 Xxxx Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Vice President and General Counsel
with a copy to:
Xxxxxx, Xxxxx & Bockius LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Any party from time to time may change its address, facsimile number or other
information for the purpose of notices to that party by giving notice
specifying such change to the other party hereto.
12. BINDING AGREEMENT. This Agreement shall be binding upon and shall
inure to the benefit of the Company and any successor of the Company. Any such
successor shall be deemed substituted for the Company under the provisions of
this Agreement. This Agreement shall be binding upon and shall inure to the
benefit of Consultant, his legal representatives and assigns, except that
Consultant's obligations under this Agreement are personal and are expressly
declared to be non-assignable and non-transferable.
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13. NO WAIVER OF RIGHTS; AMENDMENTS. The failure to enforce at any
time any of the provisions of this Agreement or to require at any time
performance by the other party of any of the provisions hereof shall in no way
be construed to be a waiver of such provisions or to affect either the validity
of this Agreement (or any part hereof) or the right of either party thereafter
to enforce each and every provision of this Agreement. No modification,
amendment or waiver of any of the provisions of this Agreement shall be
effective unless made in writing and signed by both parties.
14. HEADINGS. The headings used in this Agreement have been inserted
for convenience of reference only and do not define or limit the provisions
hereof.
15. INVALID PROVISIONS. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under any present or future law, and if
the rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof,
(c) the remaining provisions of this Agreement will remain in full force and
effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom and (d) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.
16. GOVERNING LAW; JURISDICTION AND VENUE. This Agreement shall be
governed by and construed in accordance with the domestic laws of the State of
Florida, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Florida or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Florida.
To the fullest extent permitted by law, the parties hereto hereby (a)
submit to the jurisdiction of the Florida and United States courts for the
Florida judicial circuit and the federal district, respectively, wherein lies
Palm Beach Country, Florida for the purposes of any legal action or proceeding
brought under or involving this Agreement and (b) agree that exclusive venue of
any such action or proceeding may be laid in Palm Beach County, Florida and
waive any claim that the same is an inconvenient forum.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties with respect to the matters set forth herein.
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IN WITNESS WHEREOF, Consultant and the Company have executed this
Consulting Agreement on the day and year first-above written.
"CONSULTANT"
/s/ Xxxx X. Xxxxxxxxx
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XXXX X. XXXXXXXXX
SAFESKIN CORPORATION
By /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Chairman, President and
Chief Executive Officer
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