Exhibit 10.7
CONSULTANCY AGREEMENT
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THIS AGREEMENT is entered into as of December 1, 1994, by and
between Mallinckrodt Group Inc., a New York corporation (the
"Company") and HERVE M. PINET ("Pinet").
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, 1994 through November 30, 1995.
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. Ray
Holman.
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. Ray Holman, 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, 1995, 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
Illinois.
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. RAY HOLMAN
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C. Ray Holman
Its Chairman, President and
Chief Executive Officer
ACCEPTED:
By HERVE PINET
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Herve Pinet
Date __________________________