Exhibit 10.25
RETAINER AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this
26th day of January, 1996, by and between VERTEX INDUSTRIES, INC., a New
Jersey corporation ("Vertex") and THE LAW OFFICES OF XXXXXXX X. XXXXX,
ESQ., P.C., a New Jersey professional corporation (the "Law Firm").
W I T N E S S E T H:
WHEREAS, Vertex wishes to retain the services of the Law Firm as
its General Counsel for the period February 1, 1996 through January 31,
1997; and
WHEREAS, the Law Firm wishes to be retained as General Counsel for
Vertex for the above-referenced period;
NOW, THEREFORE, for and in consideration of the mutual covenants
and agreements contained herein and for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. COMPENSATION: Vertex retains and employs the Law Firm for
the period of February 1, 1996 through January 31, 1997, to have charge
of the law business of the company in the State of New Jersey, at a
compensation of $12,000.00 per year, payable in monthly installments at
the beginning of each month.
2. STOCK OPTIONS: Upon signing of this Agreement and as further
compensation for providing legal services as General Counsel, Vertex
hereby grants Xxxxxxx X. Xxxxx, Esq., 15,000 non-qualified stock options
to purchase 15,000 shares of Vertex Common Stock. Such shares shall be
registered with the Securities and Exchange Commission through the
filing of an S-8 Registration Statement. Each option shall be
exercisable at the price of $.75. The duration of the options shall be
for a period of three (3) years from the date of this Agreement. The
options shall be 100% vested as of the date of this Agreement.
3. SCOPE OF SERVICES: This retainer will cover office
conferences, Board of Directors' meetings, Shareholders' meetings,
drawing and review of ordinary business documents, contracts, deeds, and
the like, review of the company's 10-K, 10-Q and preparation of S-8
filings, as well as legal advice to the corporation and its officers
when requested. The retainer does not include litigated matters in
court, arbitration or before federal or state administrative agencies.
In such cases, the Law Firm shall consult directly with the President of
Vertex and/or the Board of Directors when required, to resolve the terms
of the Law Firm's retention to handle such matters. The retainer would
not include the preparation of filings with the Securities and Exchange
Commission, other than S-8 Registration Statements. Filing fees for S-8
Registration Statements shall be billed separately.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the date first written above.
VERTEX INDUSTRIES, INC.
BY: s/Xxxxxx X. Xxxx
XXXXXX XXXX, PRESIDENT
THE LAW OFFICES OF
XXXXXXX X. XXXXX, ESQ., P.C.
BY: s/Xxxxxxx X. Xxxxx
XXXXXXX X. XXXXX, ESQ.
JDM/cmr
1/25/96
