EXHIBIT 10.3
CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into on August ____, 2002, to be
effective as of July 1, 2002, by and between MICROTEK MEDICAL HOLDINGS, INC., a
Georgia corporation ("Microtek"), and GENE R. McGREVIN, a Georgia resident
("McGrevin").
In consideration of the mutual covenants contained herein, Microtek and
McGrevin agree as follows:
1. Engagement. Microtek engages McGrevin as an independent contractor of
Microtek to consult on special projects as may from time to time be assigned to
McGrevin by the President of Microtek. McGrevin accepts such appointment and
agrees to assist Microtek faithfully and diligently to achieve its business
objectives as may from time to time be requested by Microtek's President, and
McGrevin shall take no action which will be contrary to such objectives.
2. Term. This Agreement and McGrevin's employment hereunder shall commence
on the date hereof and, unless earlier terminated in accordance with Section 5
hereof, shall continue through June 30, 2003. Microtek and McGrevin may mutually
agree in their respective discretion to continue this Agreement beyond June 30,
2003.
3. Compensation. As full compensation for all services rendered by McGrevin
pursuant to this Agreement, McGrevin shall receive from Microtek during his
engagement under this Agreement a fee at the rate of $75,000 per year. Such fee
shall be payable in accordance with the customary practices of Microtek but not
less frequently than monthly. Such fee shall be in lieu of any other cash
compensation payable to directors of Microtek during the term of this Agreement.
4. Business Expenses. Microtek shall reimburse McGrevin for all reasonable
travel and other business expenses incurred by him in the performance of his
duties and responsibilities, subject to such reasonable requirements with
respect to substantiation and documentation as may be specified by Microtek.
5. Termination. McGrevin's engagement shall automatically terminate in the
event of McGrevin's death. In addition, either Microtek or McGrevin may
terminate McGrevin's engagement at any time with or without cause.
6. Non-Disclosure of Confidential Information. McGrevin acknowledges that,
though his association with Microtek and Microtek's affiliated companies
(collectively, the "Company Group"), he will become familiar with, among other
things, the following:
Any scientific or technical information, design, process, procedure,
formula or improvement that is secret and of value, and information
including, but not limited to, technical or nontechnical data,
formula, patterns, compilations, programs, devices, methods,
techniques, drawings, processes and financial data, which the Company
Group takes reasonable efforts to protect from disclosure, and from
which the Company Group derives actual or potential economic value due
to its confidential nature (the foregoing being hereinafter
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collectively referred to as the "Confidential Information").
McGrevin acknowledges that use of such Confidential Information will
give McGrevin unfair competitive advantage over the Company Group in the event
that McGrevin should go into competition with the Company Group and agrees that
during the term of this Agreement and for a period of two (2) years subsequent
to the termination of his association with Microtek for any reason, McGrevin
will not disclose to any person, or utilize for McGrevin's benefit, any of the
Confidential Information. McGrevin acknowledges that such Confidential
Information is of special and peculiar value to the Company; is the property of
the Company Group, the product of years of experience and trial and error; is
not generally known to the Company Group's competitors; and is regularly used in
the operation of the Company Group's business. McGrevin acknowledges and
recognizes that applicable law prohibits disclosure of confidential information
and trade secrets indefinitely (i.e., without regard to the two year period
described in this paragraph), and Microtek has the right to require McGrevin to
comply with such law in addition to the Microtek's rights under this paragraph.
7. Withholding. All payments made by Microtek under this Agreement shall be
net of any tax required to be withheld by Microtek under applicable law.
8. Successors and Assigns. Neither Microtek nor McGrevin may make any
assignment of this Agreement without the prior written consent of the other
party.
9. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Georgia.
10. Amendment. This Agreement may be amended or modified only by a written
agreement signed by McGrevin and a duly authorized officer of
Microtek.
11. Counterparts. This Agreement may be executed in any one or more
counterparts, each of which shall be deemed an original and all of which shall
together constitute the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the date first above written.
MICROTEK MEDICAL HOLDINGS, INC.
By:
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Its:
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Gene R. McGrevin
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