Exhibit 10.33
OMNIVISION TECHNOLOGIES, INC.
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made effective as of
September 30, 2008 (the "Effective Date") by and between OmniVision
Technologies, Inc. and its affiliates (together, the "Company") and Peter V.
Leigh, ("Consultant").
RECITALS
WHEREAS, the Consultant has tendered his resignation as the Company's Chief
Financial Officer effective as of September 30, 2008 (the 'Resignation Date");
WHEREAS, the Company and the Consultant have agreed to enter into a consulting
arrangement whereby the Consultant will be available to assist in the new Chief
Financial Officer's transition into such position; and
WHEREAS, immediately following the Resignation Date until April 30, 2009, the
Consultant will serve as a consultant to the Company, subject to the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises set
forth herein, and intending to be legally bound hereby, the parties hereby agree
as follows:
1.
SERVICES.
1.1
THE COMPANY HEREBY RETAINS CONSULTANT AND
CONSULTANT AGREES TO PERFORM FOR THE COMPANY THE SERVICES DESCRIBED IN EXHIBIT A
(THE "SERVICES").
THE COMPANY MAY AMEND EXHIBIT A AT ANY TIME TO REFLECT THE
DEVELOPMENT AND/OR PRODUCTION NEEDS OF THE COMPANY.
CONSULTANT WILL KEEP THE
COMPANY ADVISED AS TO CONSULTANT'S PROGRESS IN PERFORMING THE SERVICES AND WILL,
AS REQUESTED BY THE COMPANY FROM TIME TO TIME, PROMPTLY PREPARE WRITTEN NOTES
AND/OR REPORTS REGARDING SUCH PROGRESS.
1.2
THE COMPANY AND CONSULTANT AGREE THAT THE
COMPENSATION FOR THE SERVICES SHALL BE SET FORTH IN EXHIBIT B.
2.
CONFIDENTIALITY.
2.1
"CONFIDENTIAL INFORMATION" MEANS ANY
PROPRIETARY INFORMATION, TECHNICAL DATA, TRADE SECRETS OR KNOW-HOW, INCLUDING
RESEARCH, PRODUCT IDEAS, PRODUCT PLANS, PRODUCTS, SERVICES, CUSTOMERS, CUSTOMER
LISTS, MARKETS, SOFTWARE, DEVELOPMENTS, INVENTIONS, PROCESSES, FORMULAS,
TECHNOLOGY, DESIGNS, DRAWINGS, HARDWARE CONFIGURATION INFORMATION, MARKETING,
FINANCES OR OTHER BUSINESS INFORMATION DISCLOSED BY THE COMPANY, EITHER DIRECTLY
OR INDIRECTLY IN WRITING, ORALLY OR BY DRAWINGS OR INSPECTION OF PARTS OR
EQUIPMENT. CONFIDENTIAL INFORMATION DOES NOT INCLUDE INFORMATION WHICH (I) IS
KNOWN TO CONSULTANT AT THE TIME OF DISCLOSURE BY THE COMPANY AS EVIDENCED BY
WRITTEN RECORDS OF CONSULTANT, (II) HAS BECOME PUBLICLY KNOWN AND MADE GENERALLY
AVAILABLE THROUGH NO WRONGFUL ACT OR NON-ACT OF CONSULTANT, OR (III) HAS BEEN
RIGHTFULLY RECEIVED BY CONSULTANT FROM A THIRD PARTY WHO IS AUTHORIZED TO MAKE
SUCH DISCLOSURE.
2.2
CONSULTANT RECOGNIZES AND ACKNOWLEDGES THAT
IN THE COURSE OF PERFORMING THE SERVICES, CONSULTANT WILL HAVE ACCESS TO
CONFIDENTIAL INFORMATION.
CONSULTANT WILL NOT USE CONFIDENTIAL INFORMATION FOR
ANY PURPOSE WHATSOEVER OTHER THAN THE PERFORMANCE OF THE SERVICES ON BEHALF OF
THE COMPANY OR DISCLOSE THE COMPANY'S CONFIDENTIAL INFORMATION TO ANY THIRD
PARTY. THE CONFIDENTIAL INFORMATION SHALL REMAIN THE SOLE PROPERTY OF THE
COMPANY. CONSULTANT FURTHER AGREES TO TAKE ALL REASONABLE
PRECAUTIONS TO PREVENT ANY UNAUTHORIZED DISCLOSURE OF SUCH CONFIDENTIAL
INFORMATION. WITHOUT THE COMPANY'S PRIOR WRITTEN APPROVAL, CONSULTANT WILL NOT
DIRECTLY OR INDIRECTLY DISCLOSE TO ANYONE THE EXISTENCE OF THIS AGREEMENT OR THE
FACT THAT CONSULTANT HAS THIS ARRANGEMENT WITH THE COMPANY.
2.3
CONSULTANT WILL NOT, DURING THE TERM OF THIS
AGREEMENT, (I) IMPROPERLY USE