Exhibit 10.2
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is entered into effective
the 1st day of March, 2005 ("Effective Date"), by and between LabOne, Inc., a
Missouri corporation having its principal place of business in Lenexa, Kansas
("LabOne"), and John W. McCarty ("Contractor").
WITNESSETH:
WHEREAS, Contractor is the Chief Financial Officer of LabOne, and pursuant to a
Transition Services Agreement, dated September 2, 2004, as amended, Contractor
and LabOne have agreed to the terms of Contractor's resignation and the orderly
transition of Contractor's duties to his successor; and
WHEREAS, Contractor possesses special knowledge and expertise that would be
beneficial to the operations of LabOne after his resignation, and
WHEREAS, LabOne desires to engage the services of Contractor as an independent
contractor, and
WHEREAS, LabOne and Contractor are willing to enter into this Agreement, on the
terms set forth herein;
NOW, THEREORE, LabOne and Contractor intending to be bound hereby, agree as
follows:
1. Engagement of Contractor. LabOne hereby engages Contractor as an independent
contractor to provide the Services specified in Exhibit A, attached and
incorporated in this Agreement, from time to time during the Term (as defined in
Section 3, below) upon the written request of LabOne. Contractor shall be
treated for all federal and state income and employment tax and other purposes
as an independent contractor and not as an employee of LabOne. Contractor shall
have no authority to contract in the name of or to otherwise bind or obligate
LabOne in any manner whatever. To the extent that Contractor shall be treated as
an employee of LabOne, and as a consequence LabOne incurs additional tax or
other costs or liabilities, the amounts payable to Contractor hereunder shall be
reduced by the amount of such additional taxes and other costs and liabilities.
2. Performance of Services. Contractor's performance of the Services will
represent Contractor's best efforts and be of the highest professional
standards. Contractor represents to LabOne that (a) Contractor has, and during
the Term will have, the expertise, skills, training and education to perform the
Services in a professional manner, and (b) Contractor is not, and during the
Term will not be, subject to any contractual, judicial or other restriction on
Contractor's ability to provide the Services to LabOne.
3. Term. The term ("Term") of this Agreement begins on the Resignation Effective
Date (as that term is defined in the Transition Services Agreement) and ends on
the anniversary of the Resignation Effective Date, unless terminated in whole or
in part (a) by either LabOne or Contractor upon not less than sixty (60) days
written notice to the other party, (b) by notice of material breach of this
Agreement or any other agreement between the parties provided by the
non-breaching party to the breaching party, (c) by the death of Contractor or
(d) by the disability of Contractor that prevents Contractor from fully
performing the Services as required by this Agreement.
4. Fees. For the Services provided by Contractor under this Agreement at the
request of