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Exhibit 10.22
CONSULTING AGREEMENT
with
Xxxx Xxxxxx
This Agreement is made as of the 4th day of May, 1999, between
TransTechnology Corporation, a Delaware corporation (the "Corporation") and Xxxx
Xxxxxx ("Consultant") pursuant to which the Corporation agrees to engage
Consultant's services upon the terms and conditions set out below.
NOW, THEREFORE, the parties agree as follows:
1. Engagement. The Corporation hereby engages Consultant, and
Consultant hereby accepts this engagement, to act as an advisor to the
Corporation commencing on the date hereof and continuing until the termination
of this Agreement in accordance with Paragraph 4 hereof. Consultant acknowledges
that the Corporation has relied upon Consultant's representations with respect
to his training, skills and experience, and his legal ability to perform this
Agreement, as the basis for entering into this Agreement.
2. Duties. Consultant agrees that from and after the date hereof, from
time to time as requested by the Corporation, he shall furnish advice and
recommendations with respect to matters and or areas within the scope of his
experience and expertise and as specifically communicated from time to time by
the Corporation to Consultant. Subject to the provisions of Paragraph 3 hereof,
when furnishing such services Consultant shall confer with officers and
employees of the Corporation as may be designated from time to time by the
Corporation with respect to particular problems presented; shall give reasonable
study to the same; and shall furnish his recommendations with respect thereto.
The Corporation shall provide Consultant with such assistance as shall be
reasonably necessary for the performance of the Consultant's functions assigned
by the Corporation to Consultant from time to time.
3. Performance. In the performance of his responsibilities, Consultant:
(a) Shall devote such time as shall be necessary to carry out
diligently and in good faith his duties under this Agreement but not have any
fixed working hours or be required to maintain an office at the Corporation or
at any other specific location;
(b) Shall not be required to work full-time for the
Corporation during the period of this Agreement or to work nights or holidays;
(c ) Shall determine the manner in which the services
contemplated by this Agreement shall be carried out.
4. Term. This Agreement shall commence May 1, 1999 and shall expire
April 30, 2000, provided that this Agreement may be extended upon the mutual
written agreement of the parties. This Agreement may be terminated by the
Corporation at any time upon thirty (30) days' notice in the event of the
failure of the Consultant substantially to perform the responsibilities
contemplated by Paragraph 3 of this Agreement. This Agreement shall immediately
terminate upon the death or disability of Consultant.
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5. Compensation; Reimbursement; No Fringe Benefits.
(a) In consideration for the consulting services rendered by
the Consultant pursuant to this Agreement, Consultant shall be paid during the
term of this Agreement the sum of $50,000 payable in twelve equal monthly
installments due on the 1st of each month.
(b) Consultant shall receive reimbursement for reasonable and
substantiated travel and out-of-pocket expenses related to consultation rendered
hereunder provided that in all cases such expenses shall have received prior
written approval from an officer of the Corporation and are incurred in
accordance with the "Employee Business and Travel Expense" policy of the
Corporation as in effect from time to time.
(c ) Consultant shall not be entitled to receive any fringe
benefits provided by the Corporation, including without limitation
hospitalization/medical coverage and shall not qualify as an employee of the
Corporation for purposes of workmen's compensation.
6. Confidentiality. During the term of this Agreement and thereafter,
Consultant shall keep confidential and refrain from using for the benefit of
Consultant or of any party other than the Corporation, or disclosing to others,
any and all proprietary and/or confidential information owned, held or used by
the Corporation, including without limitation, know-how regarding the design and
production of any of the products of the Corporation, the customer base and
details of relations between the Corporation and its customers, strategic
planning of the Corporation and its marketing strategies in use or under
consideration.
7. No Conflict. Consultant represents and warrants that (a) Consultant
is free to render the services contemplated by this Agreement to the
Corporation, (b) such services do not and will not conflict with any agreement
to which the Consultant is a party or any other obligation by which Consultant
is bound, (c) all services hereunder shall be rendered in a manner which
complies with applicable laws and regulations, and (d) at no time will
Consultant use for the benefit of the Corporation or disclose to the Corporation
any information which he has received from a third party and as to which he is
bound by a continuing obligation of confidentiality.
8. Independent Contractor. It is the intention of the parties that
Consultant shall have the status of an independent contractor. As such
Consultant shall be responsible for (a) the proper and timely payment of all
taxes due on compensation paid pursuant to this Agreement and (b) expenses
incurred in his business and not reimbursable pursuant to Paragraph 5 above.
Consultant shall have no authority to enter into any agreement on behalf of the
Corporation or otherwise to bind the Corporation in any way.
9. Assignment of Rights. Consultant hereby transfers and conveys to the
Corporation all right, title and interest in any documented concept, product
and/or process, patentable, copyrightable or otherwise proprietary in nature,
conceived or otherwise developed by Consultant in the performance of this
Agreement. Consultant shall cooperate with the Corporation, including by
executing all such documents requested by the Corporation, to enable the
Corporation to patent, copyright or otherwise perfect the Corporation's right,
title and interest in any such concept, product and/or process, the costs for
same to be borne by the Corporation. Consultant acknowledges that all materials
developed by Consultant in the performance of his services under this Agreement,
regardless of the medium in which set out or stored, and including without
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limitation documents, calculations, drawings, notes, models and samples, shall
be the property of the Corporation, whether or not delivered to the Corporation,
and shall, together with any materials furnished to Consultant by the
Corporation, be delivered to the Corporation upon request, and, in any event,
upon termination of this Agreement.
10. Miscellaneous.
10.1 All notices required to be given hereunder shall be in
writing and shall be deemed given when mailed, postage prepaid, registered or
certified mail, return receipt requested, addressed to Corporation at its
principal office and addressed to Consultant at the address set out in Schedule
A or such other address as Consultant may designate by notice given pursuant to
this Paragraph 10.1.
10.2 The construction and performance of this Agreement shall
be governed by the laws of the State of New Jersey. Consultant acknowledges that
the Corporation shall be entitled to injunctive relief in the event of the
breach or threatened breach of any provision of Paragraph 6, Confidentiality,
and/or Paragraph 9, Assignment of Rights.
10.3 This Agreement shall be binding upon and shall inure to
the benefit of the Corporation and Consultant. Consultant shall not assign all
or any portion of this Agreement, or delegate to a third party any obligation
relating to the performance of the services contemplated by this Agreement,
except upon the specific written consent of an officer of the Corporation.
10.4 This Agreement may not be changed orally, but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge Is sought.
10.5 Consultant shall submit a report within five working days
of the end of each quarter detailing consulting activities conducted on behalf
of the Corporation including without limitation meeting reports and
correspondence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
TRANSTECHNOLOGY CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Chairman of the Board, President
and Chief Executive Officer
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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