EXHIBIT 10.26
Consulting Agreement
This consulting agreement (the "Agreement"), is made effective as of this
7th day of July 1998 by and between NumereX Corp. ("Company") and Xxxx X. Xxxx
("Consultant").
Whereas, for personal reason, Xx. Xxxx has today resigned as President,
Chief Executive Officer and as a director of NumereX;
Whereas, the Company is desirous of having Xx. Xxxx serve as a consultant
to the Company to assure a smooth transition.
Now, therefore, upon the mutual promises and covenants of the parties and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound, the parties agree as
follows:
1. Consultant shall provide consulting services for a period of
60 days (the "Consulting Period") from the date hereof as may be
reasonably requested by the Company.
2. As compensation therefor, during the Consulting Period,
Consultant shall receive a base salary, based upon the annual
compensation of $322,000.00.
3. Consultant shall receive medical benefits for a period
terminating fourteen months from the date hereof, comparable to the
medical benefits which were in effect on the date hereof.
4. Consultant shall continue to receive reimbursement for automobile
expenses, including lease payments as were applicable on the date
hereof, for a period terminating fourteen months from the date
hereof.
5. Consultant shall receive reimbursement for outplacement related
expenses incurred by him, not to exceed $25,000.00.
6. Consultant agrees to return to the Company any and all Company
property in his possession, whether in Virginia or Pennsylvania.
7. The Company shall use its best efforts to protect the value of
stock options granted to date (including options to purchase 75,000
shares granted in June 1998) which have been granted to the
Consultant by the Company, provided such does not have an adverse
effect on the Company or the Consultant. In this regard, the parties
hereto undertake, in good faith, a satisfactory resolution with
regard to the aforesaid stock options.
8. The parties hereto acknowledge that nothing herein shall effect
the Employment Agreement dated June 3, 1996 which shall continue to
be binding between the parties hereto, and Consultant shall be
entitled to the benefits set forth in Sections 7(a) and 7(e).
9. For purposes of this Agreement, Consultant shall be treated as an
employee of the Company.
NumereX Corp.
Date: 7-13-98 By: /s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
Acting President and
Chief Executive Officer
Consultant
Date: 7-13-98 By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
