This Consulting Agreement
(“Agreement”), effective July 24, 2008
(“Effective Date”), is made by and between American
Reprographics Company, a Delaware corporation, (the
“Company”), and Sathiyamurthy Chandramohan
(“Consultant”).
WHEREAS, the Company and Consultant desire that
Consultant provide professional services to the Company as provided
below, commencing upon the Effective Date.
NOW, THEREFORE, in consideration of the promises
and of the covenants set forth below, the parties hereto agree as
follows:
1. Consulting Services . Consultant
will render consulting services on strategic matters to the
Company’s board of directors (collectively, the
“Consulting Services”), as the Company’s board of
directors may from time to time direct.
2. Term . The term of this
Agreement shall commence July 24, 2008 and continue though and
including June 30, 2010 (the “Consulting
Period”).
3. Time Commitment . The Company
acknowledges that Consultant has other clients and that, except
where the nature of the Consulting Services requires that they be
performed at specific times, Consultant is free to choose the
specific times at which the Consulting Services will be performed;
provided, however, that Consultant shall devote sufficient time to
the Consulting Services to complete them within the time frames
agreed by Consultant and the Company.
4. Consulting Fees . In
consideration of performance of the Consulting Services pursuant to
Section 1 above, Consultant shall be paid an annual fee in the
sum of $325,000 during the Consulting Period, which fee shall be
payable in monthly increments in the amount of $27,083.33 each
month, payable on the last business day of each month during the
Consulting Period, in accordance with the Company’s normal
payment procedures (“Consulting Fees”). Consultant
shall be responsible for the payment of all taxes in connection
with the Consulting Fees imposed by any taxing authority, and will
indemnify the Company from any liability in connection with any
assessment, penalty or interest as a result of any determination by
any taxing authority that such amounts should have been withheld
from payments to Consultant.
5. Independent Contractor . It is
understood that, during the Consulting Period, Consultant shall be
an independent contractor and not an employee of the Company, and
that this Agreement is not an employment agreement. Consultant
shall not be deemed to be an agent, partner or joint venturer of
the Company during the Consulting Period, and the Company shall not
exercise any control or supervision with respect to
Consultant’s services.
6. No Conflicts . Consultant
represents and warrants that (a) Consultant is not bound by,
and will not enter into, any oral or written agreement with another
party that conflicts in any way with Consultant’s obligations
under this Agreement; and (b) Consultant’s agreement and
performance under this Agreement do not require consent or approval
of any person that has not already been obtained.
7. Restrictive Covenants .
Consultant acknowledges that (a) Consultant’s
consultancy duties will bring Consultant in close contact with
certain confidential affairs and trade secrets of the Company, its
subsidiaries and affiliates (collectively, the “ARC
Group”) not readily available to the public; (b) the
agreements and covenants of Consultant contained in Sections 7(a)
and (b) below are essential to the goodwill and business of
the ARC Group; and (c) the Company would not have entered into
this Agreement but for the agreements and covenants of Consultant
contained in such sections. Accordingly, as an inducement for the
Company to enter into this Agreement, Consultant agrees
that:
(a) Confidential Information .
During the Consulting Period and thereafter, Consultant shall
continue to keep secret and retain in strictest confidence, and
shall not use for its benefit or the benefit of others, except in
connection with the business and affairs of the ARC Group, all
confidential information or trade secrets of the ARC Group
including, without limitation, information with respect to
(i) potential acquisitions, (ii) sales figures,
(iii) profit or loss figures, and (iv) customers,
clients, suppliers, sources of supply and customer lists
(collectively, “Confidential Information”) and shall
not disclose the Confidential Information to anyone outside of the
ARC Group except with the express written consent of the Company
and except for Confidential Information which is at the time of
receipt or thereafter becomes publicly known through no
wrongful
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