EXHIBIT 10.21
CONSULTING AGREEMENT
THIS AGREEMENT is entered into by and between BEI Electronics, Inc. (hereinafter
referred to as the "Company") and Xxxxx X. Xxxxxxxx (hereinafter referred to as
the "Consultant").
FOR AND IN CONSIDERATION of the terms hereof, it is hereby mutually agreed as
follows:
1. Consulting Services. Consultant agrees to provide advice,
consultation and other assistance to the Company regarding
management of the Company as may from time to time by
requested by the Company, including, without limitation,
continuing his service as a member of the Board of Directors
of the Company during the term hereof (the "Consulting
Activities").
2. Term. This agreement shall become effective as of the date
signed and shall terminate after one year on the anniversary
date.
3. Time Commitment: Location. Consultant agrees to devote
approximately one-third of his business time to Consulting
Activities on behalf of the Company. The Consultant's base of
operations for performance of the Consulting Activities shall
be Concord, California. Consultant shall perform such
Consulting Activities at other locations upon reasonable
advance notice from the Company and subject to mutual
agreement between the Company and Consultant with respect to
scheduling. During the term of this Agreement, the Company
agrees to provide Consultant with an office and secretarial
services.
4. Exclusivity. Consultant agrees that, in consideration of the
compensation set forth herein, during the term of this
Agreement he will not perform services relating to the
Company's actual or demonstrably planned business or within
the scope of Consulting Activities for any person or entity
other than the Company.
5. Compensation. The Company agrees to pay Consultant at the rate
of $8,333.33 per month for Consulting Activities on behalf of
the Company.
6. Expenses. Consultant shall be entitled to reimbursement by the
Company for all reasonable out-of-pocket expenses, including,
without limitation, travel, telephone, facsimile, copying and
postal expenses, incurred in the conduct of Consulting
Activities on behalf of the Company, to be billed to the
Company by the Consultant on a monthly basis and to be
reimbursed promptly thereafter by the Company.
7. No Conflicts. Consultant represents and warrants that his
performance of this Agreement does not conflict with any
written or oral agreement into which he has entered.
8. Reports. Consultant shall keep the Company fully informed of
Consultant's activities under this Agreement and, at the
request of the Company, shall discuss all matters relating to
the conduct of Consultant's activities hereunder with
personnel designated by the Company. If requested by the
Company, Consultant shall provide the Company with written
reports describing Consultant's activities under this
Agreement.
57
9. Confidential Information. The term "Confidential Information" shall
mean all information the Company desires, for business reasons, to hold
in confidence. By way of illustration but not limitation, Confidential
Information includes (a) inventions, developments, designs,
improvements, trade secrets, formulae, processes, devices, instruments,
techniques, know-how and data; (b) plans for research, development, new
business plans, budgets and unpublished financial statements, licenses,
prices and costs; (c) information concerning suppliers and customers;
and (d) information regarding the skills and compensation of employees
of or other consultants to the Company. Consultant agrees to hold all
such Confidential Information in strictest confidence and not to
disclose or use any of the Company's Confidential Information, except
(i) as such use or disclosure may be required in connection with work
for the Company, (ii) as such information has come to be in the public
domain; or (iii) as regulations, court or administrative orders.
Consultant further agrees to assign to the Company any rights he or she
has or may acquire in such Confidential Information to the Company and
agrees that all Confidential Information shall be the sole property of
the Company and its assigns.
10. Independent Contractor. In performance of the Consulting Activities
contemplated herein, Consultant is, and shall be deemed to be for all
purposes, an independent contractor (and not an agent of the Company)
under any and all laws whether existing or future, including, without
limitation, Social Security laws, state unemployment insurance laws and
withholding tax laws and with respect to the payments and reports of
any taxes and/or contributions under such laws. Consultant will not be
authorized to make any material representation, contract or commitment
on behalf of the Company unless specifically requested or authorized to
do so in writing by an officer of the Company.
11. Notices. All notices hereunder shall be in writing and shall be
delivered personally or by first class mail sent postage prepaid to the
parties hereto at their respective addresses as set forth below. Either
party may change its address by written notice. Any notice hereunder
shall be deemed delivered upon personal delivery or 72 hours after
deposit in the U.S. Postal Service system. Notice shall be sent to the
parties at the respective addresses that follow:
Notice to Consultant: Notice to the Company:
Xxxxx X. Xxxxxxxx BEI Electronics, Inc.
000 Xxxxxx Xxxxxx Xxxx Xxx Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000
Attn: Mr. Xxxxxxx Xxxxxxx
12. Waiver. Failure on any occasion by either party to enforce any
provision of this Agreement shall not prevent its enforcement by such
party on any other occasion.
58
13. Entire Agreement. This Agreement constitutes the sole agreement of the
parties hereto relating to the subject matter hereof and supersedes all
prior agreements with respect to the subject matter hereof. This
Agreement shall not be amended, altered or modified other than by
written agreement between the parties hereto.
14. Severability. If any term, provision, covenant or condition of this
Agreement is determined to be invalid, void or unenforceable by a body
having competent jurisdiction over this Agreement, the remainder of the
provisions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
15. Governing Law. This Agreement shall be governed by and construed under
the laws of the State of California as applied to contracts entered
into in California by California residents and to be performed entirely
within California.
16. Effective Date. September 30, 1995
CONSULTANT
/s/Xxxxx X. Xxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxx
ACCEPTED:
BEI ELECTRONICS, INC.
By: /s/Xxxxxxx Xxxxxxx
-------------------------
Xxxxxxx Xxxxxxx
Chairman
59
