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Back to 10Q Exhibit 10.6
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made and entered
into as of November 3, 2008, by and between Schiff Nutritional
Group, Inc., a Utah corporation (the "Company"), and Daniel
Thomson, a Utah resident ("Consultant").
Introduction. Consultant is the former Executive Vice
President of Business Development, General Counsel and Corporate
Secretary of the Company, having resigned from such offices as of
November 3, 2008 (the "Resignation Date"). The Company
wishes to retain Consultant to provide various services that will,
among other things, facilitate the transition in the executive
leadership of the Company. Based on such premise, and
for certain good and valuable consideration, the receipt, adequacy
and legal sufficiency of which are hereby acknowledged, the Company
and Consultant, intending to be legally bound, hereby agree as
follows: 1. Appointment and Acceptance. On
the terms and subject to the conditions set forth herein, the
Company hereby appoints, engages and retains Consultant as a
consultant, and Consultant hereby accepts such
appointment. During the term of this Agreement (as
described in Section 2), Consultant agrees to use his best efforts
to advance the interests of the Company and its affiliates and to
facilitate the successful transition of the individual who has
succeeded Consultant as the Company’s General Counsel and
Corporate Secretary. 2. Term. The term of
this Agreement ("Term") shall begin on the date hereof and shall
end on August 15, 2009, unless terminated earlier in accordance
with the provisions of Section 7. 3. Consulting
Services. Consultant shall perform such consulting
services for the Company as the Company may reasonably request from
time to time during the term of this
Agreement. Consultant shall perform the consulting
services on such dates, at such times, and in such locations as the
Company may reasonably request; provided, however, that Consultant
shall not be required to occupy an office or keep hours at the
Company’s place of business on a regular
basis. Consultant shall devote such time as is
reasonably necessary to perform the consulting services in a timely
manner. Consultant shall report directly to the Chief
Executive Officer of the Company. Upon request by the
Chief Executive Officer from time to time, Consultant shall provide
the Chief Executive Officer or his designees with briefings,
reports, updates and other information relating to the consulting
services performed by Consultant for the Company. In
addition, Consultant shall make himself available to travel on the
Company’s business if reasonably requested by the Chief
Executive Officer and any travel expenses associated therewith
shall be reimbursed to the extent provided by Section 5(b).
4. Non-Compete; Non-Solicitation; Confidentiality;
etc. In exchange for the payments and other benefits set
forth in this Agreement, which the Consultant acknowledges is good,
valuable and sufficient consideration for the covenants set forth
in this Section 4, the parties agree as follows:
(a) The Consultant shall not, at any time during the period
beginning on the date hereof and ending on the six month
anniversary of such date (the "Restricted Period") directly or
indirectly engage in, have any equity interest in, or manage or
operate any business listed on Exhibit A (each a "Competitive
Business"), unless the Consultant shall have first notified the
Company and received written permission from the Company to engage
in, obtain an equity interest in (other than as a 1% or less
shareholder of a publicly-traded corporation) or manage or operate
such Competitive Business. The Consultant acknowledges
that compliance with this Paragraph 4(a) is necessary to protect
the business and good will of the Company and that a breach of any
of these provisions will irreparably and continually damage the
Company, for which money damages may not be adequate.
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(b) During the Restricted Period, the Consultant
will not (and will not permit any employee directly reporting to
him in at a level equivalent to a vice president level employee of
the Company or above) solicit to employ or actually employ any of
the officers or vice president level employees of the Company
(other than (i) general solicitations for employees in the ordinary
course of business which are directed at the public in general
and/or found in general publications for employees, or (ii)
solicitations through a recruiting or search firm using a data base
of candidates without targeting the Company or specific Company
employees); provided, however, that Consultant may employ any
employee of the Company who contacts Consultant on his or her own
initiative without any direct or indirect solicitation,
encouragement, or discussions by Consultant. (c) For
the purpose of protecting the Company’s legitimate business
and property interests, Consultant hereby agrees that, without the
prior written consent of the Company, he shall not, directly or
indirectly, disclose to any person or entity outside of the Company
other than the Company’s representatives, or use for any
purpose other than to further the business interests of the
Company, (a) any Confidential Information other than a Trade Secret
during the Term and anytime thereafter or (b) any Trade Secret from
and after the date of this Agreement. As used in this
Agreement, the term "Confidential Information" means any and all
information concerning the Company and its past, present and future
business and affairs and any other information that Consultant
becomes aware of by virtue of his performance of consulting
services under this Agreement; and the term "Trade Secret" means
any and all Confidential Information that is a trade secret with
the meaning of any applicable trade secret or similar
law. Notwithstanding the foregoing, Consultant shall be
permitted to disclose any Confidential Information that he is
required to disclose pursuant to any applicable law or legal
process. In such event, before making any such
disclosure, Consultant shall promptly notify the Company thereof
and, at the Company’s expense, shall reasonably consult with
the Company on the advisability of taking any step to resist or
narrow such disclosure and shall reasonab
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