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Consulting Agreement

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Sectors: Chemicals
Effective Date: October 10, 1997
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CONSULTING AGREEMENT (the "Agreement") dated as of October 10, 1997, by and between LAWRENCE SEMICONDUCTOR LABORATORIES, INC., an Arizona corporation (the "Company") and LAWRENCE SEMICONDUCTOR INVESTMENTS, INC., an Arizona corporation ("Consultant").

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger (the "Merger Agreement") dated May 17, 1997 as amended by a First Amendment thereto dated June 6, 1997 and a Second Amendment thereto dated July 30, 1997 among the Company, LAWRENCE SEMICONDUCTOR LABORATORIES MARKETING AND SALES, INC., an Arizona corporation; ADVANCED TECHNOLOGY MATERIALS, INC., a Delaware corporation; ATMI, INC. (f/k/a ATMI HOLDINGS, INC.), a Delaware corporation; and WELK ACQUISITION CORPORATION, a Delaware corporation ("Buyer Sub"), whereby the Company will be acquired by the Buyer by the Merger of the Buyer Sub with and into the Company upon the terms set forth therein; and

WHEREAS, the Merger Agreement calls for the Company to enter into a Consulting Agreement with Lamonte H. Lawrence ("Lawrence"); and

WHEREAS, Consultant has an exclusive arrangement with Lawrence regarding his consulting services; and

WHEREAS, the Company and Consultant desire to enter into a consulting arrangement on the terms set forth below. All capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to each such term in the Merger Agreement.

NOW, THEREFORE, the Company and Consultant agree as follows:

1. Termination of Employment Relationship. As of the Effective Date,
-------------------------------------- Consultant and the Company hereby agree that the employment of Lawrence by LSL shall terminate and LSL's obligations under any employment agreement shall cease at such time.

2. Retention as Consultant. The Company hereby retains Consultant as an
----------------------- independent consultant for the three (3) year period ("Consulting Term") from the Effective Time (the "Expiration Date"), or such earlier date on which this Agreement is terminated as provided in Section 7, below. Consultant shall retain the services of Lawrence to provide consulting services hereunder to the Company throughout the term of this Agreement, unless the Company shall provide its prior written consent given in its sole discretion, to Consultant regarding the retention of the services of another expert in epitaxial processing of silicon wafers to provide consulting services to the Company.

3. Consulting Services. Consultant shall perform those consulting
------------------- services and work on such projects as Consultant and the Company may from time to time mutually agree. Consultant's relationship with the Company shall be that of an independent contractor and not that of an employee of the Company or any affiliate and, except as otherwise provided herein, Consultant shall not be eligible for any employee benefits offered by the Company, and the Company shall neither make nor be liable for any deductions from Consultant's fees paid hereunder for taxes, insurance, bonds or any other subscriptions of any kind. The Company and Consultant hereby agree that all consulting services to be performed under this Agreement shall be personal services of Lawrence.

During each of the three twelve-month periods of the Consulting Term, Consultant shall render consulting services as mutually agreed by Consultant and the Company.

4. Performance of Consulting Services. The nature of the consulting
---------------------------------- services to be performed and the time and place of performance of such services shall be at Mesa, Arizona, or as mutually agreed to by the Company and Consultant. The Company agrees to provide Consultant such secretarial services and office facilities as Consultant requires in rendering consulting services hereunder. Consultant shall not be required to relocate in order to perform the services required hereunder.

5. Consideration. In consideration of the consulting services to be
------------- provided by Consultant hereunder, the Company agrees to pay Consultant, for each year during the Consulting Term, a per diem of Two Thousand Eight Hundred Eighty Dollars ($2,880.00) for a mutually agreed number of days per twelve-month period under this Agreement, but in no event shall the total fee payable to Consultant hereunder total less than Two Hundred Fifty Thousand Dollars ($250,000.00) for the first twelve-month period. No minimum shall be applicable after the first twelve-month period. On or before the 10th day of each month, Consultant shall submit an invoice for the
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