Exhibit 10.3


 


CONSULTING AGREEMENT


 


THIS IS A CONSULTING AGREEMENT (“Agreement”) made and
entered into as of the 25th day of February, 2009, by and between Anthony Cork
(“Consultant”) and Covance Inc., a Delaware corporation (“Covance”), whose
address is 210 Carnegie Center 08540.


 


RECITALS:


 


Consultant has retired as an officer of Covance
effective December 31, 2008 and shall retire as an employee of Covance
effective February 25, 2009. 
Subsequent to such retirement as an employee, Covance desires to engage
Consultant, and Consultant is willing to be engaged, to assist Covance in connection
with its relationship with Noveprim Limited and other matters.


 


NOW, THEREFORE, in consideration of the mutual
covenants, terms and conditions contained in this Agreement, Consultant and
Covance agree as follows:


 


1.                                       Consulting
Duties.    Consultant shall provide
to Covance duties reasonably requested by Covance relating to Covance’s
relationship with Noveprim Limited including service on the Board of Directors
of Noveprim Limited as a representative of Covance (the “Consulting Duties”).  Consultant shall perform the Consulting
Duties in a competent and professional manner in accordance with all applicable
law and industry standards.


 


2.                                       Term.    Subject to section 1(b) above, this
Agreement shall commence as of the date of this agreement and be effective for
an initial one year term.  This Agreement
may be extended annually thereafter if agreed to in writing by the parties.


 


3.                                       Fees.   Covance shall pay Consultant the amount of
$14,400 per annum payable monthly in arrears.  In the event Consultant shall, at Covance’s
request, perform services unrelated to Covance’s investment in Noveprim
Limited, Covance shall pay Consultant at the rate of $1,200 per day. Such
additional fees shall be paid at the end of each month for work performed
during such month but only after receipt by Covance of a written invoice
detailing Consultant’s activities.  


 


4.                                       Expenses.  Covance will reimburse Consultant for reasonable
out-of-pocket expenses incurred by Consultant, provided that travel expenses
are approved in advance by Covance.


 


5.                                       Confidential
Information; Non-Competition.   (a) From
the date hereof, and notwithstanding termination of this Agreement, Consultant
will not, directly or indirectly, use for his own benefit or purposes, disclose
to, or use for the benefit or purposes of anyone other than Covance, any
Confidential Information regarding the Company and its 


 

















 


affiliates.  “Confidential Information” means all data,
information, know-how, processes, process parameters, methods, practices,
specifications, raw materials and preparations, 
computer programs, documentation, customer names or lists, price lists,
supplier names or lists, trade secrets, business plans, marketing plans, financial
information, and the like, in whatever form or medium, and whether or not
generated by Covance or received by Covance from third parties,  whether or not designated or marked “Confidential”
or the like, which Consultant learns or acquires while engaged by Covance as a
Consultant.


 


Notwithstanding the foregoing, Confidential
Information shall not include information which:


 


(i)                                     Is
now, or which hereafter, through no act or failure to act on the part of
Consultant, becomes generally known or available to the public without breach
of this Agreement; or


 


(ii)                                  Is
hereafter furnished to Consultant in good faith by a third party who has an
independent right to such Information; or


 


(iii)                               Is
disclosed with the written approval of Covance.


 


(b)  During the term of this Agreement and for a
period of one year thereafter, Consultant shall not, directly or indirectly,
whether as a principal, director, employee, agent, distributor, representative,
stockholder (or otherwise, provide in any manner or capacity, or advise, assist
or participate with any other person or entity in any manner or capacity in
providing, services or products substantially similar, in whole or in part, to
those of Covance). Nothing contained herein shall restrict the Consultant from
making any investment in any company whose stock is listed on a national
securities exchange or traded in the over-the-counter market, so long as such
investment does not exceed 5% of the outstanding shares of such company.


 


6.                                       Records
and Documents.  Except in the
performance of his duties as a consultant of Covance, Consultant will not at
any time or in any manner make or in any manner make or cause to be made any
copies, pictures, duplicates, facsimiles, or other reproductions, recordings,
abstracts, or summaries of any Confidential Information.  Consultant shall have no right, title or
interest in any such Confidential Information, and Consultant agrees that he
has not removed and will not remove such Confidential Information without the
prior written consent of Covance (except as needed to perform the Consulting
Duties), and that he will surrender all such materials and all copies and
summaries thereof and all materials prepared based thereon to Covance
immediately upon the termination of this Agreement, or at any time prior or
subsequent thereto upon request of Covance. 
In addition, Consultant shall not at any time make any defamatory
statements to anyone regarding Covance or its affiliates or any officer,
director or employee of any of the foregoing, or otherwise take any action
intended or which may reasonably be expected, directly or indirectly, to impair
the goodwill, business reputation or good name of Covance or its affiliates or
any officers, director or employee of any of the foregoing.


 

















 


7.                                       Contractor
Status.    The relationship of
Covance and Consultant shall be that of independent contractor and not that of
an employee of Covance or any of its affiliates. Consultant shall not be
entitled to nor receive any benefit normally provided to Covance’s employees.  Nothing contained in this Agreement shall be
construed so as to constitute Covance or any of its affiliates and the
Consultant as partners or joint ventures. 
Covance will not withhold or pay Social Security taxes, unemployment
insurance, income taxes or any other tax on fees paid hereunder on Consultant’s
behalf.  All such taxes shall be the
Consultant’s sole responsibility to pay and Consultant shall make all filings
with respect thereto.  Consultant shall
not have the power to authorize any corporate act or execute any documentation
on behalf of Covance without the express written consent of the Contact in each
instance.


 


8.                                       Representations
and Warranties of the Parties; Exclusivity.    Each party hereto hereby represents and
warrants to the other party hereto that it has no prior commitments,
arrangements, or agreements with any third parties which might interfere with,
or preclude the carrying out of, each and every one of its obligations under
this Agreement.


 


9.                                       Effect
on Options.    The Consultant agrees
to waive the following stock options which would otherwise vest in February 2009
and that such options shall be forfeited as of the date of this Agreement: (a) Agreement
dated February 23, 2006:  2,377
options @ $56.18; (b)  Agreement dated February 22, 2007:  1,867 options @ $62.65: (c)  Agreement
dated February 21, 2008:  1,533
options @ $81.40.


 


10.                                 Assignment.    This Agreement shall be binding on and
inure to the benefit of the parties hereto and their heirs, executors, legal
representatives, successors and assigns. 
Except in the event of a transfer of all or substantially all of the
assets of Covance to a successor corporation or affiliate of Covance, neither
party shall have the right to assign its obligations, or all or any portion of
its rights or interests under this Agreement without the prior written consent
of the other party hereto.


 


11.                                 Governing
Law.  This Agreement is made and
entered into and is to be governed by and construed in accordance with the laws
of the State of New Jersey.


 


12.                                 Indemnification.  Covance shall indemnify Consultant against
any and all losses, claims, damages, penalties, judgments, liabilities and
expenses, including but not limited to reasonable attorneys’ fees and other
expenses of litigation and any pre-litigation investigation (herein, “Liabilities”)
which Consultant may pay, incur or become subject to arising out of Consultant’s
performance of services pursuant to this Agreement, unless such Liabilities
arise out of the negligence or intentional misconduct of the Consultant; and
correspondingly, the Consultant shall indemnify Covance against any and all
such Liabilities which Covance may pay, incur or become subject to arising out
of the Consultant’s performance of services under this Agreement, to the extent
that such Liabilities arise out of the negligence or intentional misconduct of
the Consultant.


 

















 


13.                                 Notices.   Every notice to any party given pursuant to
this Agreement shall be in writing and shall be given in person, by nationally
recognized overnight courier delivery service (providing proof of delivery) or
by facsimile with electronic confirmation of delivery (with a hard copy
delivered by such an overnight courier), addressed to the addresses for each
party first set forth below.  Any such
address may be changed by any party by notice to the other party.  Any notice shall be deemed delivered and
effective (i) upon receipt, if given in person, (ii) upon the next
Business Day following dispatch if sent by such overnight service, and (iii) upon
completion of facsimile transmission if sent by facsimile.  “Business Day” shall mean every day except
Saturdays, Sundays and days on which banks in the State of New Jersey are
required or authorized to be closed.


 


	
  If to the Consultant:

  	
   

  	
  Anthony Cork

  
	
   

  	
   

  	
  [Address]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Covance:

  	
   

  	
  Covance Inc.

  
	
   

  	
   

  	
  210 Carnegie Center

  
	
   

  	
   

  	
  Princeton, NJ 08540

  



 


The addresses for the
purpose of this Paragraph may be changed only by giving written notice of such
change in the manner provided herein for giving notices.


 


14.                                 Waiver.    The failure of either party at any time to
require performance by the other party of any provision hereof shall not affect
in any way the full right to require such performance at any time thereafter,
nor shall a waiver by either party of a breach of any provision hereof be taken
or held to be a waiver of future performance under the provision itself.


 


15.                                 Captions.    The captions of the Paragraphs herein are
inserted as a matter of convenience only and in no way define, limit, or
describe the scope of this Agreement or any provisions hereof.


 


16.                                 Entire
Agreement.   This Agreement sets
forth the entire agreement and understanding between the parties hereto as to
the subject matter hereof.   This
Agreement may be amended only by a written instrument signed by both parties
hereto making specific reference to this Agreement and expressing the plan or
intention to modify it.


 

















 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date and year first above set
forth.


 


 


	
   

  	
   

  	
  CONSULTANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Anthony Cork

  
	
   

  	
   

  	
  By: Anthony Cork

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COVANCE INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Joseph L. Herring

  
	
   

  	
   

  	
  Name: Joseph L.
  Herring

  
	
   

  	
   

  	
  Title: Chairman of the
  Board and

  
	
   

  	
   

  	
          Chief
  Executive Officer