Exhibit 10.4
CONSULTING AGREEMENT
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This Consulting Agreement (this "Agreement") is entered into as
of
October 17, 2007 between AptarGroup, Inc., a Delaware corporation
(the
"Company"), and Carl Siebel Consulting GmbH (the "Consultant").
WHEREAS, the Company desires to obtain the benefit of the
Consultant's
knowledge and experience by retaining the Consultant, and the
Consultant desires
to accept such position, upon the terms and subject to the
conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual promises and
agreements
contained herein, the adequacy and sufficiency of which are hereby
acknowledged,
the Company and the Consultant hereby agree as follows:
1. Term of Agreement. The Company hereby agrees to retain the
Consultant as a consultant, and the Consultant hereby agrees to be
retained by
the Company, upon the terms and subject to the conditions hereof
for the period
commencing on January 1, 2008 (the "Effective Date") and ending on
the date
which is the first annual anniversary of the Effective Date, unless
earlier
terminated pursuant to Section 5 hereof; provided, however, that
this Agreement
may be extended by the Company for additional one-year terms upon
delivery of
written notice of such renewal at least 60 days prior to the
expiration of the
term then in effect.
2. Consulting Services. During the Consulting Period, the
Consultant
shall be available to perform consulting services with respect to
the businesses
conducted by the Company. Such consulting services shall be related
to such
matters as the Chief Executive Officer of the Company may designate
from time to
time. The Consultant shall comply with reasonable requests for the
Consultant's
consulting services and shall devote reasonable time and reasonable
best
efforts, skill and attention to the performance of such consulting
services,
including travel reasonably required in the performance of such
consulting
services; provided, however, that the Consultant shall not be
required to devote
more than 72 hours during any calendar quarter during the
Consulting Period to
the performance of such consulting services.
3. Independent Contractor Status. The Consultant shall perform
the
consulting services described in Section 2 hereof as an independent
contractor
without the power to bind or represent the Company for any purpose
whatsoever.
The Consultant shall not, by virtue of being a consultant
hereunder, be eligible
to receive any employee benefits for which officers or other
employees of the
Company are eligible at any time. The Consultant hereby
acknowledges its
separate responsibility for all federal and state withholding
taxes, Federal
Insurance Contribution Act taxes and workers' compensation and
unemployment
compensation taxes, if applicable, and agrees to indemnify and hold
the Company
harmless from any claim or liability therefor.
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4. Compensation. As compensation for the consulting services to
be
performed by the Consultant hereunder, the Company shall pay the
Consultant a
consulting fee at the rate of (euro)165,000 per annum, payable in
equal monthly
installments. The Company shall reimburse the Consultant, in
accordance with the
Company's policies and procedures, for all proper expenses incurred
by the
Consultant in providing consulting services hereunder.
5. Termination.
(a) This Agreement may
be terminated at any time by the Consultant on
30 days prior written notice to the Company. In the event of such
termination by
the Consultant, the Company shall pay to the Consultant any accrued
and unpaid
consulting fee payable to the Consultant pursuant to Section 4
hereof and shall
reimburse the Consultant for expenses incurred by the Consultant
pursuant to
Section 4 hereof prior to the date of such termination.
(b) This Agreement may be terminated at any time by the Company
upon
ritten notice to the Consultant in the event that the Consultant
shall breach
any covenant contained in Section 2, 6, 7 or 8 hereof.
6. Noncompetition; Nonsolicitation.
(a) The Consultant acknowledges that during the Consulting Period
it
will become familiar with trade secrets and other confidential
information
concerning the Company and its subsidiaries and that the
Consultant's services
will be of special, unique and extraordinary value to the Company
and its
subsidiaries.
(b) The Consultant agrees that during the Consulting Period it
shall
not in any manner, directly or indirectly, through any person, firm
or
corporation, alone or as a member of a partnership or as an
officer, director,
stockholder, investor or employee of or consultant to any other
corporation or
enterprise or otherwise, engage or be engaged, or assist any other
person, firm,
corporation or enterprise in engaging or being engaged, in any
business that
manufactures or sells Competing Products in any geographic area in
which the
Company or any of its subsidiaries is then conducting such
business. "Competing
Product" means any dispensing system including pumps, closures and
aerosol
valves.
(c) The Consultant further agrees that during the Consulting Period
it
shall not (i) in any manner, directly or indirectly, induce or
attempt to induce
any employee of the Company or any of its subsidiaries to terminate
or abandon
his or her employment for any purpose whatsoever or (ii) in
connection with any
business to which Section 6(b) applies, call on, service, solicit
or otherwise
do business with any customer of the Company or any of its
subsidiaries except
as is necessary to perform properly the Consultant's duties under
this
Agreement.
(d)
Nothing in this Section 6 shall prohibit the Consultant from
being
(i) a stockholder in a mutual fund or a diversified investment
company or (ii) a
passive owner of not more than two percent of the outstanding stock
of any class
of a corporation, any securities of which are publicly traded, so
long as the
Consultant has no active participation in the business of such
corporation.
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(e) If, at any time of enforcement of this Section 6, a court or
an
arbitrator holds that the restrictions stated herein are
unreasonable under
circumstances then existing, the parties hereto agree that the
maximum period,
scope or geographical area reasonable under such circumstances
shall be
substituted for the stated
