Exhibit 10.28
THIS CONSULTING AGREEMENT (this “
Agreement ”) is being executed on August 6, 2009 and
is effective as of August 1, 2009 between INVENTIV HEALTH, INC., a
Delaware corporation (the “ Company ”), and Eran
Broshy, a natural person resident at 88 Central Park West,
Apartment 1W, New York, NY 10023 (“ Consultant
”).
In consideration of the promises and covenants
herein contained, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1.
Consulting Duties . During the Consulting Term
(as defined in Section 2 below), Consultant shall provide
consulting services (the “ Consultant’s Services
”) for up to 15 hours per month on corporate strategy and
corporate development initiatives. Consultant shall
report to the Board of Directors of the Company (the “
Board ”) or such persons as may be designated by the
Board from time to time. The Company will not have the
authority to direct and control Consultant’s day-to-day
activities.
2.
Term . The term of Consultant’s engagement
hereunder shall commence as of August 1, 2009 (the “
Commencement Date ”) and shall terminate on the third
anniversary of the Commencement Date, provided that
Consultant’s engagement may be terminated prior to such third
anniversary (i) by the Company with or, subject to Section 3,
without Cause (as hereinafter defined), provided that any
termination without Cause on or after May 1, 2011 shall be
effective 90 days after written notice thereof to Consultant, or
(ii) by Consultant upon 30 days’ prior written notice to the
Company and shall terminate automatically upon Consultant’s
death or disability. The term of Consultant’s
engagement hereunder is referred to herein as the “
Consulting Term .”
3.
Compensation . In consideration for Consultant's
Services rendered hereunder, Consultant shall receive a consulting
fee at a rate of $100,000 per annum, payable in bi-weekly
installments. In the event Consultant's engagement is
terminated by the Company prior to the second anniversary of the
Commencement Date other than for Cause, Consultant shall be
entitled to be paid the consulting fee until the second anniversary
of the Commencement Date. Consultant acknowledges that,
except as expressly set forth in this Agreement, he is not entitled
to any other payments, fees, compensation or benefits of any kind,
including but not limited to, any bonus, severance payment or
termination benefit of any kind offered to Company employees,
whether pursuant to a plan, arrangement, policy or otherwise, and
that he is not entitled to any further payments, fees, compensation
or benefits pursuant to the Employment Agreement dated as of June
11, 2008 between Consultant and the Company (the “
Employment Agreement ”). This Agreement
shall not limit any compensation to which Consultant may be
entitled in his capacity as a member of the Board, including as
Chairman for so long as he serves in such capacity. As
used in this Agreement, “ Cause ” shall mean (a)
a material breach of (i) (A) Section 10(a) or 19 of the Employment
Agreement, which shall remain in effect until the first anniversary
of the Commencement Date or (B) Section 6 of this Agreement which,
in each case, is not cured, to the extent susceptible of cure,
within 15 days after receipt of written notice from the Company
specifying such breach or (ii) for so long as Consultant serves as
a director of the Company, his fiduciary duties as such a director
or the Company's Code of Business Ethics and Conduct, (b)
Consultant's conviction of, or plea of guilty or nolo
contendere to, a felony or a misdemeanor involving moral
turpitude or (c) the commission by Consultant of an act of fraud or
embezzlement against the Company or any affiliate, provided that
Consultant shall be given the opportunity to appear before the
Board prior to the time such termination would otherwise become
effective.
4.
Contractor Status . The relationship of
Consultant to the Company shall be that of independent contractor
and not that of an employee of the Company or any of its
affiliates, subsidiaries or divisions. Nothing contained
in this Agreement shall be construed so as to constitute a
partnership or joint venture between the Company or any of its
affiliates, subsidiaries or divisions, on the one hand, and
Consultant, on the other hand. The parties agree that
the Company will not withhold or pay unemployment insurance or any
local, state or federal taxes on behalf of
Consultant. Consultant acknowledges that the payment of
any such taxes and insurance shall be the sole responsibility of
Consultant, and Consultant agrees to indemnify and hold harmless
the Company from and against any and all losses, penalties, damages
or other liabilities in connection therewith.
5.
Reimbursement for Expenses . The Company shall
reimburse Consultant in accordance with the Company’s
policies for all reasonable out-of-pocket costs incurred or paid by
Consultant in connection with or related to, the performance of his
duties, responsibilities or services under this Agreement, upon
presentation by Consultant of documentation, expense statements,
vouchers, and/or such other supporting information as the Company
may reasonably request.
6.
Non-Solicitation
. (a) (i) During the Consulting
Term and until the later of the first anniversary of the
Commencement Date and 6 months following the expiration or
termination of the Consulting Term, except as consented to in
advance by the Audit Committee, Consultant will not, for his own
benefit or for the benefit of any person or entity other than the
Company, (A) solicit, or assist any person or entity other than the
Company to solicit any officer, director, executive or employee of
the Company to leave his/her employment or (B) solicit, or assist
any person or entity other than the Company to solicit any officer,
director, executive or employee of the Company to provide services
in any capacity while an employee of the Company. The
phrase "officer, director, executive or employee" shall exclude,
for purposes of Sections 6(a)(i) and (ii), Laura Brush.
(ii) During the Consulting Term and,
if later, until the first anniversary of the Commencement Date,
except as consented to in advance by the Audit Committee,
Consultant will not, for his own benefit or for the
benefi
