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Exhibit 10.3
INDEPENDENT CONTRACTOR AGREEMENT
This INDEPENDENT CONTRACTOR AGREEMENT ("Agreement")
is entered into as of February 1, 2005, between Synthetech, Inc.,
an Oregon corporation ("Company"), and David R. Clarke
("Contractor").
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1.
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Services of Contractor
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1.1
Description of Services . Contractor shall provide, as an independent contractor,
consulting services related to strategic planning for the Company
for a minimum of 40 hours per week. Contractor shall personally
perform all services. Contractor shall not delegate or subcontract
any services to be performed for Company pursuant to this
Agreement.
1.2
Term . The term of this
Agreement shall begin on the date set forth above and, unless
terminated earlier, shall end on May 31, 2005. Either party may
terminate this Agreement at any time by giving ten days' prior
written notice to the other party. This Agreement may be extended
only by written agreement of the parties.
1.3
Compensation . [(a)]
Company shall pay to Contractor cash compensation in the amount of
$13,000 per month, including temporary living expenses. Company
shall pay Contractor for completed services at the end of each
month.
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(b)
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At the first meeting of the Compensation Committee
of Company's Board of Directors after the date hereof, Company will
grant to Contractor stock options (the "Options") to purchase
30,000 shares of Company common stock under Company's stock option
plan. The per share exercise price of the Options will be equal to
the closing price per share of Company's common stock on the grant
date. The Options will be evidenced by a stock option agreement
provided by Company.
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1.4
Expenses . Company
shall reimburse Contractor for reasonable and documented expenses
incurred by Contractor in connection with providing the
services.
1.5
Progress Reports. Upon
Company's request, Contractor shall provide Company with
progress reports and a copy of any work product in its
then current condition.
1.6
Nonexclusivity .
Contractor may perform services for persons other than Company
provided that Contractor shall not undertake to perform services
for third
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Independent Contractor Agreement
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Page 1
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parties if those services would impair timely
performance of Contractor's obligations to Company.
1.7
No Authority .
Contractor acknowledges that Contractor has no authority to take
any action on behalf of Company, and Contractor agrees that he
shall take no action on behalf of Company. Without limiting the
foregoing, Contractor shall not (a) accept any payment on behalf of
Company, (b) accept any order on behalf of Company, or
(c) represent to any person that Contractor has any authority
to take any action on behalf of Company.
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2.
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Independent Contractor
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The parties intend to be independent contractors.
Neither party shall be deemed an agent or partner of the other
party. Contractor acknowledges and agrees that (a) Contractor
is not an employee of Company, (b) Contractor has no right to
receive employee benefits from Company, and (c) Contractor is
solely responsible for all self-employment taxes, withholding
taxes, and other taxes applicable to the performance of services by
Contractor and the receipt of compensation by Contractor pursuant
to this Agreement.
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3.
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Confidential Information
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3.1
Confidentiality . All
information disclosed by Company to Contractor or otherwise learned
by Contractor in connection with the performance of services by
Contractor for Company ("Confidential Information") shall be
treated by Contractor as confidential information of Company.
Contractor shall keep all Confidential Information in confidence
and shall not disclose any Confidential Information to any third
party. Contractor shall not use any Confidential Information for
any purpose other than to perform services for Company pursuant to
this Agreement. Such obligations do not apply to information which
is now or hereafter becomes generally known, or is hereafter
furnished to Contractor by a&n
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