Exhibit 10.24
CONSULTANCY AGREEMENT
THIS AGREEMENT is entered into as of December 1, 1993, 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 clarity the capacity in which Pinet will
provide such services to the Company;
NOW, THEREFORE, it is mutually agreed as follows:
1. CONSULTANCY. Pinet will be retained as a consultant of the Company for
the period December 1, 1993 through November 30, 1994.
2. CONSULTING SERVICES. As a consultant, Pinet will (i) assist the
Company in forming strategic business relationships in Japan, China and Europe,
(ii) advise the Company with respect to economic trends in Eastern and Western
Europe with a particular focus on international banking transactions and, (iii)
provide such other assistance with international matters as may be directed from
time to time by the chief Executive Officer & President of the Company, C. Ray
Holman.
3. CONSULTING FEE. 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. 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.
5. NON-COMPETE. 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 which he knows has the intention of becoming
a direct competitor of any primary or developing product lines with 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. 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 President and Chief Executive
Officer of the Company, and for which a statement of itemized expenses with
substantiating documentation has been provided.
7. TERMINATION. The Company's obligations to Pinet and Pinet's
obligations to the Company as a consultant hereunder will terminate prior to
November 30, 1994, 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. 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. 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. 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.
11. MISCELLANEOUS. The foregoing constitutes the entire Agreement between
the parties and can be amended only by written agreement signed by both parties.
Further, the Agreement will not be assignable or transferable, in whole or in
part. Any payment required to be made by the Company pursuant to the 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 /s/ C.R. Holman
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Its President and Chief Executive Officer
ACCEPTED:
By /s/ H. Pinet
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Date 12/1/93
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