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Exhibit
10.2
Consulting Agreement
Parties:
This
Consulting Agreement is entered into, effective as of the 21st
day of March 2008, by and between Nutrition 21, Inc., having
an office at 4 Manhattanville Road, Purchase, NY 10577 (the
“Company”), and Michael A. Fink
(“Consultant”).
Description:
Consultant
will have the title of Co-CEO and will provide consulting
services related to the Company’s business. Consultant
will report to the Board of Directors. Consultant agrees to be
present at Company’s offices three days per week, one
day of which will be a day that the other Co-CEO is at the
Company’s offices, subject to the needs of the business.
The Co-CEOs shall arrange their schedules so that there is no
business day on which neither Co-CEO is present at the
Company’s offices
Personal Performance
The
consulting services described herein will be performed
exclusively by Consultant personally and cannot be assigned to
others. Consultant represents that he has not been debarred by
the US. Food and Drug Administration. Further, Consultant
agrees to make every reasonable effort to accommodate the
Company’s scheduling needs.
Consulting Period
The
consulting services will be provided for a period of six
months commencing March 21, 2008 unless the services are
earlier terminated by either party as set forth
below.
Fee Structure and Billing:
The
Company will compensate Consultant at a rate of $15,000 per
month. Consultant will submit invoices for services
monthly.
By
separate grant letter, the Company will grant consultant a
5-year stock option to purchase 250,000 shares of the Company
Common Stock at an exercise price of $0.41 per share. The
Stock Option will vest at the expiration of the six-month
consulting period if then a consultant to the Company or if
the Consultant is terminated by the Company without cause
before that date.
During
the consulting period, the Company will reimburse Consultant
for normal business expenses incurred on behalf of the
Company, and will provide reimbursement for economy travel.
All covered expenses will be billed by Consultant as out of
pocket expenses. Consultant will submit expense vouchers and
attach receipts for all reimbursable expenses on a bi-weekly
basis. No other compensation or benefits related to the
consulting services will be provided by the
Company.
Other Clients
The
Company acknowledges that other parties may use
Consultant’s consulting services, and it is understood
and agreed that Consultant is not to disclose to the Company
any confidential information of other parties.
Confidentiality
(a)
During the period of Consultant providing consulting services
to the Company, Consultant will acquire from the Company
technical and commercial information which the Company
considers to be proprietary and confidential
(“Information”). Consultant agrees to keep
confidential and not to use or divulge, except with the
consent of the Company, any such Information as well as all
information developed by Consultant as a result of services
provided for the Company under this Agreement
(“Developed Information”). Upon termination of
this Agreement or at any other time the Company requests,
Consultant will transmit to the Company any written, printed,
or other materials embodying such Informati
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