This Consulting
Agreement dated September 19, 2008 by and between Nutrition 21,
Inc., having an office at 4 Manhattanville Road, Purchase, NY 10577
(“N21”), and Mark H. Stenberg, residing at 115 East
87 th
Street, New York, NY 10128
(“Consultant”).
Effectiveness :
Concurrently
herewith, N21 and the Executive are entering into a Resignation
Agreement and General Release and Waiver (the “Other
Agreement”). This Consulting Agreement shall be effective
only from the first date (the Effective Date”), if any, on
which the Other Agreement shall be effective and not subject to
revocation by Consultant.
Consultant
agrees to provide business consulting services for N21 as requested
from time to time by Michael Zeher or his designee, who will
provide business priorities for you to focus your time
on.
The consulting
services described herein will be performed exclusively by
Consultant personally and cannot be assigned to others, except with
the consent of Mr. Zeher. Consultant agrees to make every
reasonable effort to accommodate N21’s scheduling needs. All
services to be rendered hereunder may be provided via
telecommuting.
The consulting
services will be provided from the Effective Date through December
31, 2008.
Fee
Structure and Billing:
N21 will
compensate Consultant at a rate equal to his current salary. In
addition, N21 will provide to Consultant family health care for 12
months from the Effective Date at a cost to Consultant equal to the
cost paid by employees for family health care. Consultant will
submit invoices for services rendered bi-weekly. All legitimate
expenses incurred by Consultant while doing the business of N21
shall be reimbursed within 30 days of invoice, including all
legitimate business expenses associated with the Electronic
Retailing Association convention September 21-24, 2008.
(a) During the
period of Consultant providing consulting services to N21,
Consultant will acquire from N21 technical and commercial
information which N21 considers to be proprietary and confidential,
though specifically excluded from this definition is vendor
information (“Information”). Consultant agrees to keep
confidential and not to use or divulge, except with the consent of
N21, any such Information as well as all information developed by
Consultant as a result of services provided for N21 under this
Agreement (“Developed Information”). Upon termination
of this Agreement or at any other time N21 requests, Consultant
will transmit to N21 any written, printed, or other materials
embodying such Information or Developed Information, including all
copies and excerpts thereof. These obligations on
Consultant’s part with respect to N21’s Information and
D
