EXHIBIT 10.20
EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND
XXXX X. XXXX, AS AMENDED
(MANAGEMENT COMPENSATION CONTRACT)
EMPLOYMENT AGREEMENT
BETWEEN NUMEREX CORP. AND XXXX X. XXXX
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made effective as of the
3rd day of June 1996, by and between Numerex Corp., a corporation incorporated
under the laws of the Commonwealth of Pennsylvania ("Numerex" or the "Company"),
and XXXX X. XXXX (the "Executive").
WHEREAS, Numerex is desirous of hiring Executive to serve as President,
Chief Executive Officer and as a director of Numerex;
WHEREAS, the Executive is desirous to serve as President, Chief
Executive Officer and as a director of Numerex;
WHEREAS, Numerex considers the services of the Executive to be in the
best interests of Numerex and desires to induce the Executive to serve Numerex
on an impartial and objective basis and without distraction or conflict of
interest; and
WHEREAS, the Executive is willing to be employed by Numerex from and
after the date hereof on the basis of the terms and conditions set forth in this
Agreement.
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. Employment.
Numerex hereby employs the Executive, and the Executive hereby
accepts such employment, for the period stated in Section 3 below and upon the
other terms and conditions herein provided.
2. Position and Duties.
(a) Employment Duties.
During the Employment Period (as defined in Section
3) the Executive agrees to serve as President, Chief Executive Officer and as a
director of Numerex, except as may be modified by the written agreement of the
parties hereto. In his capacity as President and Chief Executive Officer of
Numerex, the Executive shall promote the best interests of Numerex, will be
responsible for the day to day operations of Numerex and shall perform such
managerial duties and responsibilities for Numerex as may from time to time be
assigned to him by the Board of Directors of Numerex. As President and Chief
Executive Officer of Numerex, the Executive shall have supervision and control
over and responsibility for all areas of operations, shall perform such other
duties as may from time to time be assigned to him by the Board of Directors of
Numerex and shall report directly to the Board of Directors of Numerex. The
other duties as may from time to time be assigned to him shall be consistent
with and shall not interfere with the performance of the duties described herein
and shall be of a type customarily performed by persons of similar titles with
similar corporations. Throughout the Employment Period, and except for illness,
vacation periods and leaves of absence granted by Numerex (if any), the
Executive shall devote all his business time, attention, skill and efforts to
the faithful performance of his duties hereunder, and shall accept such office
or offices to which he may be elected by the Board of Directors of Numerex. The
Executive shall keep complete and accurate records which reflect the carrying
out of his duties hereunder. In addition he shall keep the Board of Directors
fully informed of developments relating to the carrying out of his duties
hereunder.
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3. Term.
(a) Period of Employment.
The period of the Executive's employment under this
Agreement shall commence as of June 3, 1996 and shall, unless sooner terminated
by the death of the Executive, mutual agreement or pursuant to Section 7 hereof,
continue for a period of one (1) year therefrom (such period being herein
referred to as the "Employment Period"), provided however, that unless either
party gives written notice to the other within sixty (60) days of the Expiration
Date, Executive's Employment Period shall continue for an additional year from
the Expiration Date. The last day of the Employment Period, as from time to time
extended, and without regard to any early termination pursuant to Section 7, is
hereinafter referred to as the "Expiration Date."
(b) Extension of Employment Period.
Numerex or the Executive may extend the Employment
Period by mutual agreement.
4. Compensation.
(a) Salary and Incentive Compensation.
For all services rendered by the Executive in any
capacity during the Employment Period under this Agreement, subject to Section
7(e) hereof, the Executive shall be paid as compensation (1) an annual salary of
$225,000 (to be increased to $250,000 effective January 1, 1997), or such higher
salary as may be negotiated from time to time by Numerex and the Executive, plus
(2) a cash bonus equal to $50,000, $25,000 of which shall be pro-rated on a
monthly basis
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($4,166.67) over the first six months of Executive's employment hereunder, while
the remaining $25,000 shall be awarded at the sole discretion of the Board of
Directors of Numerex. Such salary shall be payable in accordance with the
standard pay schedule established for Numerex executives and any such
discretionary bonus shall be payable in the manner and at the time specified by
the Board of Directors.
(b) Reimbursement of Expenses.
Numerex shall pay or reimburse the Executive, in
accordance with Numerex's policies and requirements, for all reasonable business
travel and other expenses incurred by the Executive in performing his
obligations under this Agreement.
(c) Employee Stock Options.
Executive shall receive, on the date hereof, a stock
option to purchase 125,000 shares of Numerex Common Stock, at an exercise price
equal to the per share market price on June 3, 1996. The option shall be granted
pursuant to Numerex Employee Stock Option Plan and shall be exercisable as
follows:
(i) 50,000, at such time as the closing price of
Numerex Common Stock equals or exceeds $10.00 per share for a period of sixty
(60) consecutive days;
(ii) 25,000, at such time as the closing price of
Numerex Common Stock equals or exceeds $12.50 per share for a period of sixty
(60) consecutive days; and
(iii) 50,000, at such time as the closing price of
Numerex Common Stock equals or exceeds $15.00 per share for a period of sixty
(60) consecutive days.
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5. Participation in Incentive Compensation
and Benefit Plans.
In addition to the payments provided under this Agreement, the
Executive (or his beneficiary) is and shall be entitled to benefits under any
and all executive or contingent compensation plans, stock options, restricted
stock or stock purchase plans, retirement income or pension plans, supplemental
or excess benefit plans, group hospitalization, health care, or sick leave
plans, life or other insurance or death benefit plans, travel and accident
insurance, vacation plans, or other present or future group employee benefit
plans or programs of Numerex for which executive employees of Numerex are
eligible, and the Executive may be eligible to receive, during the Employment
Period, all benefits and emoluments for which he is eligible under any such
benefit plan or program of Numerex in accordance with the provisions and
requirements (including discretionary authority, where applicable) of any such
plan or program.
6. Vacation and Sick Leave.
Executive shall be entitled to four (4) weeks of annual
vacation and personal and sick leave in accordance with established Numerex
policy.
7. Termination of Employment.
(a) Termination without Cause and Non-Extension of
Employment Period.
Notwithstanding anything to the contrary contained
in this Agreement, subject to Executive receiving the compensation set forth in
subsection (e) of this Section 7, Numerex may terminate the Executive's
employment under this Agreement at any time or not renew this Agreement beyond
the end of the Employment Period.
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(b) Termination with Cause.
Numerex may terminate the Executive's employment
under this Agreement at any time for cause. The Executive shall have no right to
receive compensation or other benefits for any period after termination for
cause. The term "for cause" shall include and shall be limited to the following
events:
(i) The Executive is convicted of a felony;
(ii) The Executive willfully and deliberately
fails or refuses in a material respect to comply with a significant instruction
of the Board of Directors of Numerex, provided the Executive fails to cure such
non-compliance within twenty (20) days after receiving written notice of such
non-compliance, other than non-compliance due to a physical or mental illness,
which willful failure results in, or which in the good faith judgment of the
Board of Directors may result in demonstrable material injury and damage to
Numerex; or
(iii) The Executive willfully and deliberately
makes material misrepresentations to the Board of Directors of Numerex.
If Numerex's Board of Directors determines that Executive's
employment under this Agreement shall be terminated for cause, then the Board of
Directors shall forthwith provide Executive with a written notice of said
determination. The notice shall contain a detailed statement of the facts which
constitute the particulars of the cause for termination.
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(c) Termination for Good Reason.
If Employee's employment with the Company is
terminated whether by the Company or Employee during the Employment Period upon
the occurrence of any of the following events, the Company will pay to Employee
the amount set forth in Section 7(e) hereof:
(i) a merger, consolidation, reorganization,
sale of all or substantially all of the assets or other similar event; or
(ii) a "change in control" of the Company wherein
within six months prior to the occurrence of such event or within one year after
the occurrence of such event, Employee's position with the Company or the
surviving or acquiring Person is changed from his current position with the
Company to a lesser responsible position, the nature and scope of Employee's
duties and authority or his responsibilities with the Company or the surviving
or acquiring Person are reduced to a level below that which he enjoys on the
date hereof or his then current base annual salary is reduced to a level below
that which he enjoys on the date hereof. For purpose of this Section 7(c), a
"change in control" of the Company means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as enacted and enforced on the date
hereof, whether or not the Company is subject to such reporting requirement;
provided that without limitation such a change in control shall have been deemed
to conclusively occur when any of the following events shall have occurred:
(A) within any period of two consecutive
years during the Term, a change in at least a majority of the members of the
Board or the addition of five or more new members to the Board; or
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(B) a "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) or group acting in concert, (as
described in Section 13(d)(2) of the Exchange Act), other than a person or group
existing on the day hereof, holds or acquires beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act of a number of common
shares of the Company which constitutes either (a) more than fifty percent of
the shares which voted in the election of directors of the Company at the
shareholders' meeting immediately preceding such determination or (b) more than
twenty-five percent of the Company's outstanding common shares. For purposes of
this Section 7(c) hereof, unexercised warrants or options or unconverted
nonvoting securities shall count, for this purpose, as constituting beneficial
ownership of the Company's common shares into which the warrants or options are
exercisable or the nonvoting convertible securities are convertible,
notwithstanding anything to the contrary contained in Rule 13d-3 of the Exchange
Act.
(d) Employee Notice and No Mitigation.
Employee shall have the right to terminate his
employment pursuant to Section 7(c) hereunder if he shall first give the Company
not less than thirty days written notice of his intention to so terminate his
employment specifying the reason(s) for such termination and the date of
termination, and thereafter the Company shall not have cured or remedied the
reason(s) (provided the reason(s) are capable of being cured or remedied) for
such termination prior to the date of termination set forth in such notice.
Anything in this Agreement to the contrary notwithstanding, Employee shall not
be required to mitigate the amount of any payment provided for in this Agreement
by seeking other employment.
(e) Remedies for Termination.
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Upon termination of the Executive's employment under
this Agreement pursuant to subsection (a) by reason of termination without cause
or the Company's not renewing Agreement beyond the end of the Employment Period,
or (c) for "Good Reason" of this Section 7, the Executive shall receive his base
salary plus bonus for the most recently completed year of employment, payment of
which shall be at the time provided for in this Agreement as if the Executive's
employment under this Agreement had not terminated. Such payment shall be in
lieu of any payments required to be made under Section 4(a) hereof.
(f) Disability.
(i) Total Disability.
If the Executive is totally disabled (as
hereinafter defined) prior to the expiration of the Employment Period, Numerex
may, on ten (10) days written notice to Executive, pay the Executive a
disability benefit which is equal to the salary provided in Section 4, as the
same may have been increased from time to time, received by Executive at the
commencement of the Executive's total disability, reduced by the sum of (i) the
amount of any benefits to which the Executive may be entitled with respect to
the same period under any disability plan or pension plan, including related
supplemental and excess benefit plans or agreements, of Numerex and (ii) the
disability benefits payable under any government regulated plan including
workers' compensation benefits. Payment of such disability benefit shall
commence with the week coincident with the notice given above and shall continue
until the earlier of the Expiration Date or the Executive's death. As used in
this Agreement, the term "total disability" shall mean the complete inability of
the Executive to perform all of his duties under this Agreement, which
disability shall continue for any period of six full consecutive months. Upon
the termination of such total disability, the Executive
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shall be offered an appropriate position as may be available at Executive's
established compensation and benefits level.
(ii) Partial Disability.
In the event of partial disability or
illness, the obligation of Numerex to pay the salary of Executive pursuant to
Section 4 of this Agreement shall not be affected.
8. Withholding of Taxes.
Numerex may withhold from any payments under this Agreement
all applicable taxes, as shall be required pursuant to any law or governmental
regulation or ruling.
9. Non-Competition, Non-Disclosure and Confidentiality.
During the term of this Agreement, as it may be extended, and
while Executive is receiving payments pursuant to Section 7(e) hereof Executive
shall not (except with the prior approval of the Board of Directors of Numerex)
be directly or indirectly engaged or concerned or interested in:
(a) any other business competing in any respect with the
business of Numerex, or any company affiliated with Numerex, except as the
holder of investments comprising not more than five (5%) percent of the issued
shares of capital stock of any class of any company.
(b) any other occupation whatsoever and for this purpose
"occupation" shall include any public or private appointed office or work which
in the opinion of the Board of Directors of Numerex hinders or interferes with
or otherwise impinges upon the performance by the Executive of his duties
hereunder.
(c) The Executive shall not either during or after the
termination of this Agreement:
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(i) divulge or communicate to any person or persons,
except to officials of Numerex, or its affiliates; or
(ii) use for his own purposes or for any purposes other
than those of Numerex, or its affiliates, any secret confidential or private
information (a) relating to the business or affairs of Numerex, or any affiliate
of Numerex; or (b) relating to the workings of any process or invention which is
carried on or used by Numerex, or any affiliate of Numerex; or (c) which has
been obtained from any third party on terms restricting its disclosure or use;
or (d) relating to the clients or customers of Numerex, or any affiliate of
Numerex provided however, these restrictions shall cease to apply to any
information or knowledge which may come into the public domain (otherwise than
through the fault of the Executive).
(d) All lists of clients or customers correspondence and all
other papers, memoranda, records and writings, together with information stored
on a computer or in computer format which may have been made by the Executive or
have come into his possession relative to the business of Numerex, or any
affiliate of Numerex shall be and remain the property of Numerex, including any
copyright therein, and shall be handed over by him to Numerex from time to time
on demand and in any event upon his leaving the service of Numerex.
(e) As the Executive in the course of his employment is likely
to obtain knowledge of the trade secrets and other confidential information of
Numerex, and affiliates of Numerex, and will have dealings with the customers
and others upon whom reliance is placed by Numerex, in order to protect such
trade secrets and information and the goodwill of Numerex, the Executive agrees
without prejudice to any other duty implied by law and whether or not Numerex
shall have been in breach of this Agreement:
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(i) during his employment and for a period of
one (1) year after its termination (howsoever arising) Executive will not,
either on his own account or for any person, firm, company, or organization,
solicit or entice or endeavor to solicit or entice away from Numerex, any
employee of Numerex or its affiliates;
(ii) during his employment and for a period of
one (1) year after its termination (howsoever arising), Executive will not, in
competition with any business carried on by Numerex, or any affiliate of Numerex
at the termination of his employment hereunder, solicit business from any
person, firm, company or organization which, to his knowledge, at any time
during the period of twelve (12) months preceding the termination of his
employment hereunder, has dealt with Numerex or, which to his knowledge is, on
the termination of his employment, in the process of negotiating with Numerex.
(f) While the restrictions contained in this Clause 9 are
considered by the parties to be reasonable in all the circumstances it is
recognized that restrictions of the nature in question may fail for technical
reasons unforeseen and, accordingly, it is hereby agreed and declared that if
any such restrictions shall be adjudged to be void as going beyond what is
reasonable in all the circumstances for the protection of the interests of
Numerex, but would be valid if part of the wording thereof were deleted or the
periods (if any) thereof were reduced, or the range of activities or area dealt
with thereby were reduced in scope, the said restriction shall apply with such
modifications as may be necessary to make it valid and effective.
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10. General Provisions.
(a) Non-Assignability.
Neither this Agreement nor any right or interest
hereunder shall be assignable by the Executive without Numerex's prior written
consent; provided, however, that nothing in this Section 10(a) shall preclude
the executors, administrators, or other legal representatives of the estate of
the Executive from assigning any right hereunder to the person or persons
entitled thereto under the Executive's will or, in case of intestacy, to the
person or persons entitled thereto under the laws of intestacy applicable to the
Executive's estate.
(b) No Attachment.
Except as otherwise required by law, no right to
receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge or
hypothecation or to execution, attachment, levy or similar process or assignment
by operation of law, and any attempt, voluntary or involuntary, to effect any
such action shall be null, void and of no effect.
(c) Amendment.
No amendment or modification of this Agreement shall
be deemed effective unless and until executed in writing by the parties hereto.
(d) Entire Understanding.
This Agreement sets forth the entire understanding
between the parties with respect to the subject matter hereof and cancels and
supersedes all prior oral and written agreements between the parties or
otherwise applicable to Executive, with respect to the subject matter hereof.
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11. Legal Expenses.
Each party shall pay its or his own expenses incident to
obtaining or enforcing any right or benefit provided by this Agreement.
12. Severability.
If for any reason any provision of this Agreement shall be
held invalid, such invalidity shall not affect any other provision of this
Agreement not held so invalid, and all other such provisions shall to the full
extent consistent with law continue in full force and effect. If any such
provision shall be held invalid in part, such invalidity shall in no way affect
the rest of such provision not held so invalid, and the rest of such provision,
together with all other provisions of this Agreement, shall likewise to the full
extent consistent with law continue in full force and effect.
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13. Headings.
The headings are included solely for convenience of reference
and shall not control the meaning or interpretation of any of the provisions of
this Agreement.
14. Settlement of Disputes.
Any claims, controversies, demands, disputes or differences
between or among the parties hereto or any persons bound hereby arising out of,
or by virtue of, or in connection with, or relating to this Agreement shall be
submitted to and settled by arbitration in the City of Philadelphia,
Pennsylvania, before and in accordance with the rules then obtaining of
JUDICATE. In the event JUDICATE does not exist for settlement of disputes at the
time either or both of the parties desire to submit a claim, controversy,
demand, dispute or difference to arbitration, then such claim, controversy,
demand, dispute or difference shall be submitted to and settled by arbitration
in the City of Philadelphia, Pennsylvania before a single arbitrator who shall
be knowledgeable in the field of business law and employment relations and such
arbitration shall be in accordance with the rules then obtaining of the American
Arbitration Association. The parties agree to bear joint and equal
responsibility for all fees of the arbitrator, abide by any decision rendered as
final and binding, and waive the right to submit the dispute to a public
tribunal for a jury or non-jury trial.
15. Governing Law.
This Agreement has been executed and delivered in the
Commonwealth of Pennsylvania and its validity, interpretation, performance and
enforcement shall be governed by and construed in accordance with the laws
thereof applicable to contracts executed and to be wholly performed in
Pennsylvania.
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16. Consent to Jurisdiction.
Except as provided in Section 14 hereof, Executive and Numerex
irrevocably consent to the exclusive jurisdiction of the Court of Common Pleas
of Xxxxxxxxxx County, Pennsylvania and/or the United States District Court for
the Eastern District of Pennsylvania in any action or proceeding pursuant to
this Agreement and agree to service of process in accordance with Section 16
herein.
17. Notices.
All notices, requests, demands and other communications
hereunder shall be in writing and shall have been duly given if delivered by
hand or mailed, certified or registered mail, return receipt requested, with
postage prepaid, to the following address or to such other address as either
party may designate by like notice:
A. If to Executive, to:
Xxxx X. Xxxx
00000 Xxxxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
B. If to Numerex, to:
Rose Tree Corporate Center II
0000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxx 0000
Xxxxx, XX 00000
Attention: Chairman of the Board
and to such other additional person or persons as either party shall have
designated to the other party in writing by like notice.
18. Successors, Binding Agreement.
(a) Numerex will require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of Numerex
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to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that Numerex would be required to perform it if no such
succession had taken place.
(b) This Agreement shall inure to the benefit of and be
enforceable by and inure to the benefit of both Numerex and its successors and
assigns and the Executive and his personal or legal representatives, executors,
administrators, heirs, distributees, devisees, legatees, successors and assigns.
If the Executive should die while any amount is payable to the Executive under
this Agreement all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to the Executive's devisee,
legatee, or other designee, or, if there is no such designee, to the Executive's
estate.
EXECUTIVE AFFIRMS THAT THE ONLY CONSIDERATION FOR SIGNING THIS
AGREEMENT ARE THE TERMS STATED HEREIN, THAT NO OTHER PROMISES OR AGREEMENTS OF
ANY KIND HAVE BEEN MADE TO OR WITH HIM BY ANY PERSON OR ENTITY WHATSOEVER TO
CAUSE HIM TO SIGN THIS AGREEMENT, AND THAT HE FULLY UNDERSTANDS THE MEANING AND
INTENT OF THIS DOCUMENT. EXECUTIVE STATES AND REPRESENTS THAT HE HAS BEEN
ADVISED, AND HAD AN OPPORTUNITY, TO DISCUSS FULLY AND REVIEW THE TERMS OF THIS
AGREEMENT WITH AN ATTORNEY. EXECUTIVE FURTHER STATES AND REPRESENTS THAT HE HAS
CAREFULLY READ THIS AGREEMENT, UNDERSTANDS THE CONDITIONS HEREOF, FREELY AND
VOLUNTARILY ASSENTS TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME
AS HIS OWN FREE ACT.
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IN WITNESS WHEREOF, Numerex has caused this Agreement to be executed
and its seal to be affixed hereto by its officers thereunto duly authorized, and
the Executive has signed this Agreement June 3, 1996.
ATTEST: NUMEREX CORP.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------- ---------------------------------
Chairman of the Board
WITNESS: EXECUTIVE
/s/ Xxxxxxx X. XxXxx /s/ Xxxx X. Xxxx
------------------------------------ ------------------------------------
Xxxx X. Xxxx
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AMENDED EMPLOYMENT AGREEMENT
BETWEEN NUMEREX CORP. AND XXXX X. XXXX
This amended employment agreement (the "Amended Agreement") made effective
as of the 24th day of October, 1996, by and between Numerex Corp., a corporation
incorporated under the laws of the Commonwealth of Pennsylvania ("Numerex" or
the "Company"), and Xxxx X. Xxxx (the "Executive").
WHEREAS, on June 3, 1996 Numerex and Executive entered into an employment
agreement (the "Agreement");
WHEREAS, pursuant to Section 4(c) Executive was granted a stock option to
purchase 125,000 shares of Numerex Common Stock under the Company's Employee
Stock Option Plan (the "Plan");
WHEREAS, pursuant to an amendment to the Plan the maximum number of shares
of Common Stock for which options may be granted to any participant during any
fiscal year of the Company is 100,000;
WHEREAS, Numerex and Executive are desirous of complying with the terms of
the Plan;
WHEREAS, Numerex and Executive are desirous of amending the Agreement so
as to comply with the Plan, while still preserving the benefit to Executive.
NOW, THEREFORE, upon the mutual promises and covenants of the parties, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, intending to be legally bound, the parties hereby agree to
modify only Section 4(c) of the Agreement as set forth hereunder, and all
remaining provisions of the Agreement shall remain unchanged and in full force
and effect.
4. Compensation.
(c) Employee Stock Options.
(1) Executive shall receive, on June 3, 1996, a stock option
to purchase 100,000 shares of Numerex Common Stock, at an exercise price equal
to the per share market price on June 3, 1996. The option shall be granted
pursuant to Numerex Employee Stock Option Plan and shall be exercisable as
follows:
(i) 50,000, at such time as the closing price of Numerex
Common Stock equals or exceeds $10.00 per share for a period of sixty (60)
consecutive days.
(ii) 25,000, at such time as the closing price of
Numerex Common Stock equals or exceeds $12.50 per share for a period of sixty
(60) consecutive days; and
(iii) 25,000, at such time as the closing price of
Numerex Common Stock equals or exceeds $15.00 per share for a period of sixty
(60) consecutive days.
(2) Executive shall receive, on November 1, 1996, a stock
option to purchase 25,000 shares, at an exercise price equal to the per share
market price on November 1, 1996. The option shall be granted pursuant to
Numerex Employee Stock Option Plan and shall be exercisable at such time as the
closing
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price of Numerex Common Stock equals or exceeds $15.00 per share for a period of
sixty (60) consecutive days.
IN WITNESS WHEREOF, Numerex has caused this amendment Agreement to be
executed and its seal to be affixed hereto by its officer thereunto duly
authorized, and the Executive has signed this Agreement this 24th day of
October, 1996.
ATTEST: NUMEREX CORP.
_________________________________ By: /s/Xxxxxxx X. Xxxxxx
-------------------------------
Chairman of the Board
WITNESS: EXECUTIVE
_________________________________ By: /s/Xxxx X. Xxxx
-------------------------------
Xxxx X. Xxxx
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