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CAMBREX CORPORATION
EXHIBIT 10.27
CONSULTING AGREEMENT
THIS AGREEMENT, made as of the 15th day of December, 1994 by and
between CAMBREX CORPORATION, a Delaware corporation, having its principal
offices located at One Meadowlands Plaza, East Rutherford, New Jersey 07073
(hereinafter referred to as the "Company"), and CYRIL C. BALDWIN, JR., residing
at 751 Manatee Cove, Johns Island, Vero Beach, FL 32963 (hereinafter referred
to as the "Consultant"),
W I T N E S S E T H:
WHEREAS, the Consultant is currently the Chairman and Chief Executive
Officer of the Company, and is knowledgeable and has extensive experience in
the business of the formulation, production, marketing and distribution of
chemicals and chemical products of various kinds and descriptions, and in the
managing, advising and administering of various companies and ventures engaged
in such businesses;
WHEREAS, the Company desires to retain the consulting services of the
Consultant after his separation from active employment, to promote its growth
and development over the near and longer terms, and to provide Company with
financial, consulting and advisory services as described herein (the
"Services"), and the Consultant desires to make the Services available to
company on a regular and permanent basis, on the terms and conditions
hereinafter set forth;
WHEREAS, by agreement dated September 30, 1990, the Company and
Consultant have agreed that the Consultant shall provide certain services upon
Consultant's severance from active employment with the Company, and the parties
wish to amend the terms of such prior agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Company and Consultant
hereby agree as follows:
Section 1. ENGAGEMENT.
1.1 The agreement between the parties dated September 30, 1990, is
hereby canceled and replaced in its entirety by this Consulting Agreement and
by an Additional Retirement Payment Agreement of even date herewith.
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1.2 The Company hereby engages and retains the Consultant to provide
the Services and to perform the other duties provided for herein, and the
Consultant accepts such engagement with the Company on the terms and conditions
set forth herein.
Section 2. THE SERVICES. The Consultant shall, at the request of the
Chief Executive Officer of the Company, perform, faithfully and diligently, the
Services and other consulting duties, provided that Consultant shall not be
required to devote more than two (2) days per week to the providing of the
Services and other consulting duties.
Section 3. TERM. This Agreement shall commence as of the date
Consultant gives Company written Notice of Commencement, but not sooner than the
first day of January, 1994, and shall continue in full force and effect during
Consultant's lifetime, unless sooner terminated as hereinafter provided in
Section 8 of this Agreement.
Section 4. COMPENSATION.
4.1 In consideration of the performance of the Services and
other consulting duties, the Company shall pay the Consultant a fee of One
Hundred Forty Thousand Dollars ($140,000.) per year, such amount to be prorated
for portions of a year, from the date Notice of Commencement is received and
continuing as provided herein, such amount to be payable on the last day of
each quarter commencing with the quarter in which Notice of Commencement is
received from Consultant.
4.2 In the event that the Consultant shall be required to
travel to perform the Services and other consulting duties assigned to him by
the Company, the Company shall reimburse the Consultant for first class air
fare and other reasonable travel expenses and for reasonable meals and lodging
selected by the Consultant.
4.3 Except as may be required by the terms of a specific plan
or plans, on and after the date Consultant gives Notice of Commencement under
this Agreement, the Consultant shall not be considered as having employee
status during the term of this Agreement for the purpose of any employee
benefit plan applicable to the Company's employees generally.
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Section 5. NON-DISCLOSURE.
5.1 Consultant acknowledges that during the term of this
Agreement, he will have access to secret and confidential information (all such
information is hereinafter referred to as "Confidential Information") with
respect to some or all of the following:
(a) product and business plans, budgets, sales forecasts,
design plans, research and engineering data, inventions,
methods, systems, processes, formulae and methods of
manufacture;
(b) customers, suppliers and employees; and
(c) trade secrets.
5.2 Consultant agrees that (except as authorized in writing
by the Company or required pursuant to legal or administrative process) he will
not reveal, divulge or make known to any person, firm or corporation any such
Confidential Information.
5.3 Consultant agrees that if after any termination of this
Agreement for any reason, he shall discover any such Confidential Information
in his possession, he shall forthwith deliver the same to the Company.
5.4 Consultant agrees that any breach or threatened breach by
him of any provision of this Section 5 shall entitle the Company, in addition
to any other legal or equitable remedies available to it, to apply to any court
of competent jurisdiction to enjoin such breach or threatened breach without
posting any bond or other security.
Section 6. ASSIGNMENT, SUCCESSORS, ETC. This Agreement shall be
binding upon any successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company.
Section 7. RELATIONSHIP BETWEEN THE PARTIES. The relationship of
Consultant to the Company shall be that of an independent contractor.
Consequently, the Consultant shall have no authority to act for or on behalf of
the Company or to bind the Company without its express approval in writing.
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Section 8. TERMINATION. Notwithstanding any provision hereof, this
Agreement shall terminate and the Consultant shall cease to be engaged and
retained by the Company upon the occurrence of any of the following events:
8.1 The mutual agreement of the Consultant and the Company; or
8.2 The death of the Consultant; or
8.3 The inability of Consultant to perform the Services and
other consulting duties for any reason whatever.
Section 9. CONSULTANT'S COVENANTS. During the term of this Agreement,
Consultant will not, without the prior written consent of the Company, directly
or indirectly:
9.1 own, manage, operate, control or participate in the
ownership, management, operation or control of, or be connected as a
stockholder, partner, joint venturer or otherwise with, or accept employment of
any kind with, any business which, or any business or organization any part of
which, competes with the businesses of the Company and its subsidiaries as such
businesses are now conducted, in any geographical area in which such businesses
now are or heretofore have been conducted (except that nothing herein contained
shall prevent Consultant from investing as a passive investor in securities of
a corporation which are publicly traded on a National Securities Exchange (as
such term is used in the Securities Exchange Act of 1934) provided such
investment shall at no time exceed 5% of the issued and outstanding capital
stock of such corporation); or
9.2 solicit, cause or authorize, directly or indirectly, to
be solicited, for or on behalf of himself or third parties from parties who are
or were customers for products now or heretofore produced by the businesses of
the Company and its subsidiaries and sales of products which are the same as,
or competitive with, the products now or heretofore produced by such
businesses, or accept or cause or authorize, directly or indirectly, to be
accepted, for or on behalf of himself or third parties, and such business from
any such customer; or
9.3 solicit or cause or authorize, directly or indirectly, to
be solicited for employment for or on behalf of himself or third parties, any
person who is an employee of the Company or any of its subsidiaries as of the
date of cessation of Consultant's employment with the Company or any of its
subsidiaries.
Section 10. NOTICES. Any and all notices, designations, consents,
offers, acceptances or any other communication provided for herein shall be
sufficient if given in writing by registered or certified mail, return receipt
requested, to the party to whom such notice is directed at the party's address
first above written.
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Section 11. FAILURE TO DEMAND STRICT PERFORMANCE. The Company's or
the Consultant's failure to demand strict performance and compliance with any
part of this Agreement during the Consultant's engagement shall not be deemed
to be a waiver of any of the Company's or the Consultant's rights under this
Agreement or by operation of law.
Section 12. RELIEF. In the event that either party seeks judicial
enforcement of this Agreement, seeking either legal or equitable relief, or
both, the prevailing party shall be entitled to recover from the other the
reasonable attorneys' fees and costs which the prevailing party will pay or
become obligated to pay. The Consultant consents and agrees to venue and
service of process in New Jersey.
Section 13. SEVERABILITY. If any provision or portion of this
Agreement shall be determined by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions or portions of this
Agreement shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law.
Section 14. NO ASSIGNMENTS. This Agreement is personal to each of
the parties hereto, and neither party may assign nor delegate any of the rights
or obligations hereunder without first obtaining the written consent of the
other party.
Section 15. ENTIRE AGREEMENT. This Agreement contains all the
understandings and representations between the parties hereto pertaining to the
subject matter hereof and supersedes all undertakings and agreements, whether
oral or in writing, if there be any, previously entered into by them with
respect thereto.
Section 16. AMENDMENTS. No provision of this Agreement may be
amended or waived unless such amendment or waiver is agreed to in writing by
the parties hereto. Except as otherwise specifically provided in this
Agreement, no waiver by any party hereto of any breach of any condition or
provision of this Agreement shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time.
Section 17. APPLICABLE LAW. This Agreement shall be governed in all
respects, whether as to validity, construction, capacity, performance or
otherwise, by the laws of the State of New Jersey.
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Section 18. HEADINGS. The Section headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
Section 19. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and which together
shall constitute a single instrument.
IN WITNESS WHEREOF, the Company has caused these presents to
be signed by its duly authorized corporate officers and its corporate seal to
be hereunto affixed, and the Consultant has hereunto affixed his hand and seal,
the day and year first above written.
ATTEST: CAMBREX CORPORATION
___________________________________ BY:______________________________
JAMES A. MACK
President &
Chief Operating Officer
Witness:
___________________________________ __________________________________
CYRIL C. BALDWIN, JR.,
Consultant