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Consulting Agreement

This is an actual contract by American Pacific.

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Sectors: Chemicals
Governing Law: Nevada, View Nevada State Laws
Effective Date: October 01, 1999
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(Fred D. Gibson, Jr.)

This Consulting Agreement (the "Agreement") is made and entered into this 1st day of October, 1999, by and between American Pacific Corporation, a Delaware corporation having its principal place of business at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89109 (the "Company"), and Fred D. Gibson, Jr., an individual residing in Clark County, Nevada (the 'Executive').


A. The Company, through its subsidiary corporations, is engaged in the manufacture of specialty chemicals, including Perchlorate chemicals, sodium azide and Halotron(TM) fire suppression agents, and is engaged in the design and manufacture of environmental protection products and real estate development.

B. The Executive is currently serving as a director of the Company.

C. The Executive is willing to agree to provide consulting services to the Company, upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements herein contained, and intending to be legally bound, the Company and the Executive agree as follows:

1. Provision of Consulting, Services. The Company and the Executive
--------------------------------- agree that, for a term commencing on the Commencement Date and continuing thereafter throughout the period or periods of time provided in this Agreement, the Company will retain the Executive as a consultant, and the Executive will provide consulting services to the Company.

2. Scope of Services. After the Commencement Date the Executive
----------------- shall provide from time to time such consulting services to the Company and its subsidiary corporations as the Company may request, and that the Executive shall be willing and able to provide. If, during the term of this Agreement the Executive is acting as a director of the Company, the Executive's service as a director shall additionally be governed by the bylaws from time to time in effect and by the laws of the state of incorporation of the Company. The Executive shall at all times perform his duties and discharge his responsibilities under this Agreement diligently and conscientiously, and to the best of his ability, and shall direct his best

efforts to further and maximize the business and interests of the Company and its stockholders, in accordance with sound business practices and applicable laws and regulations.

3. Conflicts of Interest. The Executive agrees that, during the term
--------------------- of this Agreement, he shall not act in any advisory or other capacity for any individual, firm, association or corporation other than the Company and its subsidiary corporations in matters in any way pertaining to any business or undertaking in any way similar to or competitive with the business or activities of the Company and its subsidiary corporations.

4. Commencement and Duration of Consulting Services. The Executive's
------------------------------------------------- service to the Company as a consultant shall commence on October 1, 1999.

5. Term and Termination of Agreement. This Agreement shall have a
--------------------------------- term of one (1) year and the Executive's service as a consultant hereunder shall terminate on September 30, 2000, or earlier, upon the first to occur of the following events:

(a) The death or total and permanent disability of the Executive;

(b) The Company's election to terminate the Executive's service as a consultant due to the material breach by the Executive of any of the Executive's covenants under this Agreement, including, but not limited to, those covenants set forth in Sections 7 through 9 hereof; or

(c) Notice from the Executive that the Executive elects to discontinue his service as a consultant to the Company.

Upon the occurrence of any of the events set forth in this Section 5, the Executive shall be entitled to receive all compensation accrued hereunder to the date of the termination, but shall not be entitled to any additional compensation or benefits hereunder.

6. Compensation.

(a) In consideration of the services to be provided by the Executive pursuant to this Agreement, the Company shall pay to the Executive, at monthly or more frequent intervals, an annual amount of $120,000.00 for which the Company shall receive no more than forty hours (40 hrs.) per month of the Executive's time.

(b) All of the Company's obligations to the Executive hereunder, and the Executive's right to receive compensation from the Company hereunder, are hereby expressly made conditional upon the Executive's continued compliance with all of the Executive's obligations hereunder, including without imitation the provisions of Sections 2 and 7 through 9 hereof.

Exhibit 10.3 Page 2

7. Noncompetition.

(a) The Executive shall not at any time during the period of the Executive's service to the Company as a consultant or for a period of two years thereafter render any services, directly or indirectly for any Competitor.

(b) The Executive shall not, at any time during the period of the Executive's service to the Company as a consultant or for a period of two years thereafter, influence or attempt to influence, either directly or indirectly, any employee of the Company or of any affiliated entity to leave or terminate such individual's employment with the Company or with an affiliate of the Company.

(c) The E
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