Exhibit 10(c)(1)
January 3, 2001
Mr. X. Xxxx Xxxxxxx
XX Xxxxxxx Inc.
0000 Xxxx Xxxxx Xxxx
Xxxxxxx, XX 00000-0000
Dear Xx. Xxxxxxx:
This will constitute and confirm our agreement, that X. Xxxx Xxxxxxx will act as
a sales and operations planning consultant (hereinafter "Consultant") for TII
Industries, Inc. (hereinafter referred to as "TII").
1. Consultant is retained by TII to implement a Sales and Operations Planning
system. Services shall include, but are not limited to, those discussed in
Consultant's presentation of November 9, 2000.
2. For the services to be rendered by Consultant hereunder, TII will extend to
you a ten year stock option for 50,000 shares of Common Stock of the Company
in accordance with the Company's 1998 Stock Option Plan ("Plan"). This
option shall be exercisable based upon the successful implementation for the
Company of a Sales and Operations Planning program. This program will be
implemented in four (4) phases as described in Exhibit A attached hereto.
Upon the successful implementation of the first phase, the option will
become exercisable as to 12,500 shares of Common Stock, and as to an
additional 12,500 shares of Common Stock on the successful implementation of
each of the following three (3) phases of the SOP program. Determination of
successful implementation of each phase shall be mutually agreed upon by
Consultant and XXX's Chief Executive and Chief Operating Officers. The
initial schedule follows:
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Anticipated Anticipated
Phase Completion Date Phase Completion Date
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Phase 1 January 2001 Phase 3 December 2001
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Phase 2 April 2001 Phase 4 Through December 01
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The option will be exercisable at the market price of such shares on the day of
grant. The options will be subject to all of the terms and conditions of the
Plan and Consultant hereby agrees to all such terms and conditions.
Continued
Mr. X. Xxxx Xxxxxxx January 3, 2001
XX Xxxxxxx Inc. Page 2 of 3
3. All expenses associated with services rendered by the Consultant hereunder
will be pre-approved by XXX. Consultant will render invoices for all such
expenses necessarily incurred by the consultant in the performance of said
services monthly. Vouchers for expenses are to be accompanied by stubs,
airplane tickets, and accounts in reasonable detail. XXX agrees to reimburse
all such costs promptly upon receipt of invoice covering same.
4. Consultant does hereby sell, assign, transfer and set over to TII all of
Consultant's right, title and interest in and to any result and inventions
conceived or developed hereunder.
5. The Consultant shall for all purposes hereunder be deemed an independent
contractor and not an employee of TII. Consultant is responsible for the
payment of all applicable taxes.
6. There are no other agreements or understandings, oral or written, between
the Consultant and TII regarding the subject matter of this Agreement or any
part thereof, with the exception of the Non-Disclosure Agreement dated
December 4, 2000, attached hereto as Attachment A, and this Agreement may
only be changed in writing signed by both the parties hereto.
7. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
8. The term of this Agreement shall commence January 1, 2001 and terminate
December 31, 2001. This Agreement may be extended, in writing, for an
additional period, and/or for additional services, if both parties agree it
is mutually beneficial to do so.
9. This Agreement can be canceled by either party at any time, for any reason
with 30 days' written notice. Should Consultant cancel this agreement
hereunder, the stock option granted under paragraph 2 shall be reduced to
the number of shares represented by completed phases on the date of
termination.
10. If TII cancels this Agreement pursuant to paragraph 9 above, or if TII
should undergo a change in control whereby a person or group acquires
ownership of TII stock that, together with stock held by such person or
group, possesses more than 50 percent of the total value or voting power of
the stock, then the total number of shares granted to the Consultant
pursuant to paragraph 2 hereof shall immediately become exercisable.
Continued
Mr. X. Xxxx Xxxxxxx January 3, 2001
XX Xxxxxxx Inc. Page 3 of 3
This Agreement supersedes all previous agreements made between the
Consultant and TII.
If the foregoing is in accordance with your understanding of the
Agreement between us, will you kindly signify same by signing this Agreement in
the space hereinbelow provided.
Very truly yours,
TII INDUSTRIES, INC.
/s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
Executive Vice President, COO
Agreed and Accepted
X.Xxxx Xxxxxxx, XX Xxxxxxx Inc.
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Fed. Tax ID# _______________
Attachments: Attachment A
Exhibit A
EXHIBIT A
SALES AND OPERATIONS PLANNING PROGRAM
IMPLEMENTATION PHASES
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Estimated Estimated
Phase Description and Deliverables Consulting Completion
Days Date
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1 Education and Establishment of 4 01/01
Initial Project Plan:
o This phase will include:
o Training of all necessary
personnel for both our New York
and Puerto Rico facilities
o Identification of required data,
formats and tools Assignments
of responsibility and authority
o Due dates
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2 Implementation of Process: 10 4/01
This phase will include:
o Review of all data identified in
Phase 1 above
o First formal SOP meeting
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3 Process Launch: 8 12/01
This phase will include:
o Debugging
o Review of data integrity of compilation
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4 Improvement of Measurables:
Initial discussions anticipate inventory
turns and customer service levels. These
Measurables will be defined and mutually
agreed to at the close of Phase 1.
