Exhibit 10.56


 


CONSULTING AGREEMENT


 


This Consulting
Agreement (“Agreement”) confirms the understanding between David
Schreiber (“Schreiber”) and Specialty Laboratories, Inc., a California
corporation with its principal offices at 27027 Tourney Road, Valencia,
California, 91355 (the “Company”), pursuant to which the Company has
agreed to retain Schreiber to provide consulting services of the type described
below (collectively, the “Services”), on the terms and subject to the
conditions set forth herein, in connection with the matters referred to herein.


 


1.                             Scope
of Services and Compensation


 


(a)           Schreiber
agrees to assist the Company by performing such services as evaluating and
implementing sales performance enhancement initiatives, identifying merger and acquisition
opportunities, assessing and reducing Company expenditures and/or such other
services as are reasonably requested by the Company’s Board of Directors (“Board”)
and agreed to by Schreiber.


 


(b)           During
the Term (as defined in Section 2(a)) of this Agreement, Schreiber shall
be paid $27,083 per month (“Monthly Base Compensation”) with the
exception of the month of March for which he shall be paid $15,000, and
the month of April for which he shall be paid $15,000.


 


(c)           Schreiber
shall be eligible for a cash bonus for successful performance of the Services,
at the discretion of the Board, of up to fifty percent (50%) of the total
compensation that he shall receive during the Term payable at the same times as
bonuses are paid under the Company’s Annual Incentive Plan (the “Bonus
Amount”). The Bonus Amount, if any, shall be determined by the Board, and
shall be based upon the Board’s assessment of Schreiber’s achievement of certain
performance objectives relating to the Services which are to be mutually established
by the Board and Schreiber as soon as reasonably practicable following
execution of this Agreement.


 


(d)           Upon
execution of this Agreement, Schreiber shall be granted an option to acquire
104,000 shares of common stock of the Company (the “Stock Option”).  The Stock Option shall vest as follows:  25% on March 1, 2005; 25% on August 30,
2005; and 50% on November 30, 2005 (the “Vesting Schedule”).  The exercise price of the Stock Option shall
be equal to the fair market value (as defined in the Company’s 2000 Stock
Incentive Plan (the “Plan”)) of the underlying shares at the close of
trading on March 1, 2005, and subject to the terms contained herein, the
Stock Option shall remain exercisable throughout the Term, and continuing for a
period of one (1) year following the last date on which Schreiber ceases to be
either a consultant, director or employee of the Company.  In the event this Agreement is terminated by
the Board for reasons other than Cause (as defined below), the Stock Option shall
continue to vest pursuant to the Vesting Schedule, and the Stock Option shall
remain exercisable for a period of one (1) year from the date that Schreiber
ceases to serve as a consultant, director, or employee of the Company.  Notwithstanding the foregoing, in the event
this Agreement is terminated by Schreiber for any reason, or is terminated by
the Board for Cause (as defined below), the Stock Option shall stop vesting as
of the date of such termination (whether or not Schreiber continues to serve as
a director of the Company), and shall remain exercisable for a period ninety
(90) days from the date of such termination. 
The provisions of this Section 1(d) shall only govern the Stock
Option, and shall not affect any prior or future grants of stock options made to
Schreiber, including option grants in connection with his service as a member
of the Board.  All such other stock
options shall be governed under the terms of the Plan and the grant agreement associated
with such stock options.


 


(e)           The
Company shall provide Schreiber with certain equipment, supplies and support
necessary to perform the Services, including use of a personal computer during
the Term if


 





















 


necessary.  Such computer shall remain the exclusive
property of the Company, and shall be returned promptly to the Company upon
termination or expiration of this Agreement.


 


(f)            The
Company shall reimburse Schreiber for his reasonable out of pocket costs,
including meals, travel, lodging, parking and other expenses incurred in
connection with the performance of his duties under this Agreement.  In addition, the compensation and option
grants that Schreiber receives for his service as a member of the Board shall
continue to be paid or issued pursuant to the Plan (including the annual
Automatic Open Grant Program under Article Five of the Plan) and the
Company’s policies and procedures governing such Board service.


 


2.                             Term,
Termination and Change of Control Payment.


 


(a)           This
Agreement shall be for a term of twelve (12) months beginning March 1,
2005 and ending on February 28, 2006 (the “Term”).


 


(b)           This
Agreement may be terminated by either Schreiber or the Board at any time upon
five (5) days prior written notice. 
Notwithstanding the foregoing, if the Board terminates this Agreement
for reasons other than Cause (as defined below), Schreiber shall be entitled to
(i) a payment in cash equal to the Monthly Base Compensation multiplied by the
number of months remaining in the Term, such payment to be paid in monthly
installments; (ii) the Bonus Amount that Schreiber would have been eligible to
receive multiplied by a fraction the numerator of which is the number of days
this Agreement was in effect and the denominator of which is the total number
of days in the Term; and (iii) all unvested stock options granted under this
Agreement shall continue vesting according to the Vesting Schedule.


 


For purposes of
this Agreement, “Cause” shall mean: (i) the willful and continued
failure of Schreiber to substantially perform his duties under this Agreement
after the Board delivers to Schreiber a written demand for substantial
performance and (ii) such nonperformance has continued for more than fifteen
(15) days following written notice of nonperformance to Schreiber that
specifically identifies the manner in which the Board believes that Schreiber
has not substantially performed his duties.


 


(c)           In
the event of a Change in Control or Corporate Transaction during the Term involving
the Company (as defined in the Plan), Schreiber shall be entitled to (i) a lump
sum payment of six (6) months severance pay equal to six times the Monthly Base
Compensation; and (ii) accelerated vesting of all unvested stock options as set
forth in the Plan in the event of a Change of Control or Corporate Transaction.


 


(d)           The
parties acknowledge that the provisions of Sections 1(f), 2(b), 3 and 4 and
other provisions which may be reasonably interpreted to be intended to do so
shall survive the expiration or termination of this Agreement.


 


3.                             Confidentiality


 


Schreiber agrees
that in order to perform the Services under this Agreement, as a material
provision of this Agreement, he will enter into a confidentiality agreement,
the form of which is attached hereto as Exhibit A, and in order to protect the confidentiality
of any Protected Health Information of the Company’s patients, Schreiber agrees
to execute a Business Associate Agreement, as defined under the rules and
regulations promulgated under the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”) the form of which is attached hereto as
Exhibit B.


 


Upon the
termination of this Agreement, or upon the Board’s earlier request, Schreiber
will deliver to the Company all of the Company’s property and all copies of any
confidential information of the Company that Schreiber may have in his
possession or control.  In lieu of
returning copies of the Company’s confidential information, Schreiber may
destroy any and all such information (including electronic copies), and confirm
in writing to the Company that such information has been destroyed.


 


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4.                             Indemnification.


 


The Company shall
indemnify and hold harmless Schreiber from and against any and all claims,
damages, losses and judgments (including reasonable attorneys’ fees and costs)
arising from or related to this Agreement or in which Schreiber may be involved
in any manner by reason of the fact that he is or was a representative or agent
of the Company, except to the extent that the matter giving rise to such claim
for indemnity was the result of fraud, bad faith, recklessness, willful
misconduct, the commission of a felony or the negligence of Schreiber.  In addition, the Company shall pay all
expenses incurred by Schreiber in defending any claim or action covered by this
Section 4, in advance of the final disposition of such claim or action.


 


5.                             Contractual
Relationship


 


In performing the
services under this Agreement, Schreiber shall operate as, and have the status
of, an independent contractor.  As an
independent contractor, Schreiber may assist the Company’s management with the
preparation of financial statements and reports, but management of the Company
shall have final authority and responsibility for any such statement and
reports.  Schreiber shall not have
authority to enter into any contract binding the Company or create any
obligations on the part of the Company, except as may be specifically
authorized by the Board.  Schreiber shall
have no Company employees reporting directing to him in his role as a
Consultant, and Schreiber shall be directly responsible and report to the Board
with respect to this Agreement and the Services he performs.  The Board and Schreiber will be mutually
responsible for determining methods for performing the services described in Section 1
hereof. Schreiber acknowledges and agrees that he is obligated to report as
income all compensation received by him pursuant to this Agreement, and
Schreiber agrees to and acknowledges the obligation to pay all self-employment
and other taxes thereon.  Schreiber acknowledges
and agrees, and it is the intent of the parties hereto, that Schreiber shall
receive no benefits from the Company except as specifically provided in this
Agreement.


 


6.                             Representatives
and Notices


 


All notices
provided for herein shall be in writing, and may be served personally to the
Company’s General Counsel or other designated representative or its assigns
and/or a representative of Schreiber, at their respective places of business,
or by express courier (with tracking) or registered mail to the address of each
party, or may be transmitted by facsimile or e-mail, provided delivery confirmation
is available.


 


7.                             Arbitration/Jurisdiction
of the Court


 


Any claim or
controversy arising out of, or relating to, this Agreement, or breach thereof,
which is not settled between the signatories themselves, shall be settled by an
independent arbitrator, mutually acceptable to both parties.  Jurisdiction for any legal action is
stipulated by the parties to lie exclusively in the State of California.


 


8.                             Miscellaneous


 


This Agreement
constitutes the entire agreement between the Company and Schreiber relating to
the provisions of the Services on and after the date of this Agreement and may
not be assigned without the prior written consent of the other party.  It supersedes all prior communications,
representations or agreements, whether oral or written, with respect to the
subject matter hereof, and has not been induced by any representations,
statements or agreements other than those expressed herein.  Schreiber certifies that he has no outstanding agreement or
obligation that is in conflict with any of the provisions of this Agreement, or
that would preclude him from complying with the provisions hereof, and further
certifies that he will not enter into any such conflicting Agreement during the
Term.  No agreements, hereafter made
between the parties shall be binding on either party unless reduced to writing
and signed by an authorized officer of the party bound.  This Agreement may be executed in
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.  This Agreement shall be, in all respects,
interpreted and


 


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construed, and the rights
of the parties hereto governed, by the laws of the State of California without
regard to its conflicts of laws provisions.


 


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IN WITNESS
WHEREOF, the parties hereto, intending to be legally bound, have caused this Consulting
Agreement to be executed as of this 28th day of February 2005.


 


 


	
  Specialty Laboratories,
  Inc.

  	
   

  
	
   

  	
   

  
	
  /s/ Richard K. Whitney

  	
   

  	
  /s/ David Schreiber

  	
   

  
	
   

  	
   

  
	
  By:Richard K. Whitney,
  Chairman

  	
  David Schreiber

  
				



 


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Exhibit
A


CONFIDENTIALITY
AGREEMENT


 


This confidentiality agreement
(hereinafter “Agreement”) is made and entered into as of February 28,
2005 (the “Effective Date”) between Specialty Laboratories, Inc., a
California corporation with a principal place of business at 27027 Tourney
Road, Valencia, CA 91355, (hereinafter “Specialty”) and David Schreiber,
an individual (hereinafter “Receiving Party”).


 


1.  Purpose.  The parties are entering into business
relationship and in connection with this relationship, Specialty may disclose
to the Receiving Party certain confidential technical and business information
which Specialty desires the Receiving Party to treat as confidential.


 


2.  “Confidential
Information” means any information related to disclosed by Specialty to
Receiving Party in writing, orally or by inspection of tangible objects
(including without limitation documents, prototypes, samples, plant and
equipment), which is designated as “Confidential,” “Proprietary” or some
similar designation at the time of disclosure, or under the circumstances, a
reasonable person would conclude was intended to be considered confidential.
Confidential Information shall include technical data, trade secrets and
know-how, including, but not limited to, research, product plans, products,
services, suppliers, customer lists and customers, prices and costs, markets,
software, developments, inventions, laboratory notebooks, processes, formulas,
technology, designs, drawings, engineering, hardware configuration information,
marketing, licenses, finances, budgets and other business information.  Confidential Information may also include
information disclosed to Receiving Party by third parties.  Confidential Information shall not, however,
include any information which (i) was publicly known and made generally
available in the public domain prior to the time of disclosure by Specialty;
(ii) becomes publicly known and made generally available after disclosure by
Specialty to the Receiving Party through no action or inaction of the Receiving
Party; (iii) is already in the possession of the Receiving Party at the time of
disclosure by the disclosing party; (iv) is obtained by the Receiving Party
from a third party without a breach of such third party’s obligations of
confidentiality; (v) is independently developed by the Receiving Party without
use of or reference to the disclosing party’s Confidential Information; or (vi)
is required by law to be disclosed by the Receiving Party, provided that the
receiving party gives Specialty prompt written notice of such requirement prior
to such disclosure and assistance in obtaining an order protecting the
information from public disclosure.


 


3.  Non-use
and Non-disclosure.  Receiving Party
agrees not to use any Confidential Information for any purpose except to
evaluate and engage in discussions concerning the business relationship between
the parties.  Receiving Party agrees not
to disclose any Confidential Information to third parties or to such party’s
employees, except to those employees of Receiving Party who are required to
have the information in order to evaluate or engage in discussions concerning
the contemplated business relationship.


 


4.  Maintenance
of Confidentiality.  Receiving Party
agrees that it shall take reasonable measures to protect the secrecy of and
avoid disclosure and unauthorized use of the Confidential Information.  Without limiting the foregoing, Receiving
Party shall take at least those measures that it takes to protect its own most
highly confidential information and shall ensure that its employees who have
access to Confidential Information of the other party have confidentiality
obligations substantially similar to the provisions hereof, prior to any
disclosure of Confidential Information to such employees.  Receiving Party shall not make any copies of
the Confidential Information unless previously approved


 


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in writing by the Specialty.  Receiving Party shall reproduce Specialty’s
proprietary rights notices on any such copies, in the same manner in which such
notices were set forth in or on the original.


 


5.  Return
of Materials.  All documents and
other tangible objects containing or representing Confidential Information
which have been disclosed by Specialty, and all copies thereof which are in the
possession or control of Receiving Party, shall be and remain the property of
Specialty and shall be promptly returned to Specialty upon the Specialty’s
written request.


 


6.  No
License.  Nothing in this Agreement
is intended to grant any rights to either party under any intellectual property
rights of the other party, nor shall this Agreement grant any party any rights
in or to the Confidential Information except as expressly set forth herein.


 


7.  Term.  The obligations of Receiving Party hereunder
shall survive termination until the sooner of the fifth (5th) anniversary of
the Effective Date of this Agreement, or until such time as all Confidential
Information disclosed hereunder becomes publicly known and made generally
available through no action or inaction of Receiving Party.


 


8.  Remedies.  Without prejudice to the rights and remedies
otherwise available to Specialty, Specialty shall be entitled to seek
injunctive relief if Receiving Party breaches or threatens to breach any of the
provisions of this Agreement.


 


9.  Miscellaneous.  Neither party may assign its rights or
obligations under this Agreement without the express written consent of the
other party, except that either party may assign its rights and obligations
hereunder to a successor in connection with the merger, consolidation, or sale
of all or substantially all of its assets or that portion of its business to
which this Agreement relates without the necessity of written consent from the
other party.  Subject to the foregoing,
this Agreement shall bind and inure to the benefit of the parties hereto and
their successors and assigns.  This
Agreement shall be governed by the laws of the State of California, without reference
to conflict of laws principles, and any dispute hereunder shall be venued
exclusively in the state or federal courts located Los Angeles County,
California, and both parties agree to be subject to the exclusive jurisdiction
of such courts.  This document contains
the entire agreement between the parties with respect to the subject matter
hereof, and neither party shall have any obligation, express or implied by law,
with respect to trade secret or proprietary information of the other party
except as set forth herein.  Any failure
to enforce any provision of this Agreement shall not constitute a waiver
thereof or of any other provision.  This
Agreement may not be amended, nor any obligation waived, except by a writing
signed by both parties hereto.


 


	
  Specialty Laboratories,
  Inc.

  	
   

  
	
   

  	
   

  
	
  /s/ Nicholas R. Simmons

  	
   

  	
  /s/ David Schreiber

  	
   

  
	
   

  	
   

  
	
  By:   Nicholas
  R. Simmons

  	
  David Schreiber

  
	
   

  	
   

  
	
  Title:  Vice-President
  & General Counsel

  	
   

  
				



 


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Exhibit
B


BUSINESS
ASSOCIATE AGREEMENT


 


This Business Associate Agreement (“Agreement”)
is made and entered into by and between David R. Schreiber (“Business Associate”)
and Specialty Laboratories, Inc. (“Specialty”), in furtherance of the
obligations of the Health Insurance Portability and Accountability Act of 1996
(“HIPAA”), and its accompanying regulations that relate to the privacy of
individually identifiable health information. 
In consideration of the mutual promises set forth herein, the parties
agree as follows:


 


1.  For
purposes of this Agreement “PHI” shall mean “protected health information” of
an individual or a patient (as defined in 45 CFR 164.501), but shall include
only the individually identifiable health information that is created or
received by Business Associate from or on behalf of Specialty.


 


2.  Business
Associate agrees to keep all PHI strictly confidential, and take all
appropriate actions to protect PHI, except (and unless otherwise limited in
this Agreement), Business Associate may use or disclose PHI to perform the
functions, activities, or services for, or on behalf of, Specialty as called
for in the agreement between Specialty and Business Associate.  In addition, Business Associate may use and
disclose PHI for its proper management and administration, or to carry out its
legal responsibilities, provided that disclosures are required by law, or that
Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that the PHI will remain confidential (and used or
further disclosed only as required by law or for the purpose for which it was
disclosed to that person), and such person notifies the Business Associate of
any instances of which it is aware in which the confidentiality of the
information has been breached.


 


3. Business Associate agrees as follows:


 


not to use or further disclose PHI other than as
permitted or required by this Agreement or as required by law;


 


to use appropriate safeguards to prevent the use
or disclosure of the PHI other than as provided for by this Agreement;


 


to report to Specialty any use or disclosure of
PHI that is not provided for by this Agreement, and of which it becomes aware;


 


to ensure that any agent, including a
subcontractor, to whom Business Associate provides PHI received from, or
created or received by Business Associate on behalf of Specialty agrees to the
same restrictions and conditions that apply through this Agreement to Business
Associate with respect to such information;


 


to make available its records relating to the
uses and disclosures of PHI for inspection by the Secretary of HHS for the
purpose of determining Specialty’s compliance with its obligations under HIPAA;


 


for such instances that the return or
destruction of PHI is infeasible upon termination of the agreement between
Specialty and Business Associate, to extend the protections of this Agreement
to all PHI and limit further uses and disclosures of such PHI, for so long as
Business Associate maintains such PHI; and


 


to comply with all other aspects of 45 CFR
164.504(e) applicable to agreements with business associates.


 


4.  The
term of this Agreement shall be effective as of March 1, 2005, and shall
terminate concurrently with the agreement between Specialty and Business
Associate, unless sooner terminated as provided hereunder.  Specialty may terminate this Agreement (or
the agreement between Specialty and Business Associate) if Business Associate
engages in any activity or practice that constitutes a breach of this
Agreement, and Business Associate fails to cure the breach within thirty (30)
days following receipt of notice of such violation.


 


	
  SPECIALTY LABORATORIES, INC.

  
	
   

  
	
  By:

  	
  /s/ Nicholas R. Simmons

  	
    Date:

  	
  2/28/05

  	
   

  
	
   

  	
  Nicholas R. Simmons

  
	
  General Counsel, HIPAA Privacy Officer

  
	
   

  
	
  BUSINESS ASSOCIATE

  
	
   

  
	
  By:

  	
  /s/ David Schreiber

  	
    Date:

  	
  2/28/05

  	
   

  
	
   

  	
  David Schreiber

  



 


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