Exhibit
10. 1
SIXTH AMENDMENT TO EXECUTIVE
CONSULTING AGREEMENT
This Sixth Amendment to Executive Consulting Agreement is made as
of the 1 st day of January, 2008, by and
between NBTY, Inc. (the “Company”) and RUDOLPH
MANAGEMENT ASSOCIATES, INC., a Florida corporation
(“RMA”).
W I T N E S S E T
H:
WHEREAS, the Company and RMA entered into that certain Executive
Consulting Agreement, dated as of January 1, 2002 (as amended by
the First Amendment, the Second Amendment, the Third Amendment, the
Fourth Amendment and the Fifth Amendment, the
“Agreement”);
WHEREAS, the term of the Agreement expires on December 31, 2007
(the “Term”);
WHEREAS, the Compensation Committee of the Company (the
“Committee”) met on November 27, 2007, with all members
of the Committee present to consider whether to extend the Term of
Agreement;
WHEREAS, the Committee decided to extend the Term of the Agreement;
and
WHEREAS, RMA and ARTHUR RUDOLPH desire to continue to make their
respective services as an Executive Consultant available to the
Company.
NOW, THEREFORE, in consideration of the mutual promises hereafter
contained and for other good and valuable consideration, the
parties agree as follows:
1.
Term . Section 1 of the Agreement is hereby amended
and restated to read in its entirety as follows:
“1.
Retention . The Company hereby retains RMA to provide
the services of ARTHUR RUDOLPH and ARTHUR RUDOLPH hereby accepts
the engagement of Executive Consultant from January 1, 2008 through
December 31, 2008 (the “Term”).”
2.
Termination . Section 4 of the Agreement is hereby
amended and restated in its entirely as follows:
“4.
Termination . If during the Term of this Agreement
ARTHUR RUDOLPH shall die, become disabled or giv
