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Exhibit 10.2
AGREEMENT
This
Agreement (the “Agreement”) is entered into between
Innovex, Inc., a Minnesota corporation (“Innovex” or
the “Company”), and John M. Clark (“Clark”)
as of October 12, 2009.
WHEREAS, Innovex desires to
appoint Clark to serve as the Company’s Interim Chief
Executive Officer and Clark desires to serve the Company in that
capacity under the terms and conditions of this
Agreement.
NOW THEREFORE, in consideration of
the mutual covenants, terms and conditions herein contained, it is
hereby agreed by and between the parties hereto as
follows:
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1.
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Term .
The term of this Agreement shall begin on October 12, 2009 and
shall continue until February 12, 2010, unless terminated earlier
by the Company on thirty (30) days’ advance written
notice.
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2.
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Title .
Clark shall have the title of Interim Chief Executive Officer.
Clark currently has the title of Chairman of the Board which he
shall retain until a successor is elected and qualified.
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3.
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Compensation . In return for his services to Innovex, Clark
shall receive compensation, as an independent contractor, the
amount of $30,000 per month, pro rated for partial months and
payable in advance at the beginning of the term and thereafter at
the beginning of each calendar month during the term. While Clark
is serving in the capacity as Interim Chief Executive Officer, he
shall receive no additional fees for his service as Chairman of the
Board or as a board member and shall not serve as a member of any
committee of the Board of Directors.
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4.
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Benefits . Clark shall not be entitled to any benefits
other than as specifically set forth in this Agreement.
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5.
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Reimbursable Business Expenses
. Innovex will advance or reimburse
Clark for any ordinary, necessary and reasonable expenses incurred
by him in performing his duties to Innovex, including housing
(reimbursed or Company provided) while providing services at the
Company’s Thailand facilities, upon his submission of any
records and documentation required to substantiate said
expenses.
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6.
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Vehicle . Innovex will provide Clark with a vehicle and
driver while providing services at Innovex’s Thailand
facilities in a manner provided to the prior Chief Executive
Officer.
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