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EXHIBIT 10.P
CONSULTING AGREEMENT
This CONSULTING AGREEMENT, dated May 28, 1998 (this "Agreement"), is between
Xxxxxxx Xxxxxxxxx (the "Consultant"), and Napco Security Systems, Inc., a
Delaware corporation (the "Company").
RECITALS
A. The Consultant has been involved in the business (the "Business") of
the Company since its formation and simultaneously with the sale of all of his
stock in the Company, he is resigning as an officer and director of the Company
and its subsidiaries.
B. The Company may wish to consult with the Consultant from time to
time, and the Consultant is prepared to provide such consulting services on the
terms set forth below.
AGREEMENT
In consideration of the mutual promises contained herein, the Company
and the Consultant hereby agree as follows:
Section 1. Retention of Consultant. The Company hereby retains
Consultant upon the terms and conditions of this Agreement, and Consultant
hereby accepts such retention.
Section 2. Services to be Provided. The Consultant shall provide such
consulting services relating to the Business as the Company may reasonably
require from time to time; provided, however, that the Consultant shall not be
required to devote in excess of 10 hours per month (which shall not be
cumulative) to Company matters. The consulting services shall be performed at
the home of Consultant, wherever located.
Section 3. Term. This Agreement shall commence on the date hereof and
shall terminate on the tenth anniversary of the date of this Agreement (the
"Term").
Section 4. Compensation. (a) Consulting Fee. During the Term of this
Agreement, the Company shall pay, and the Consultant shall accept in full
payment for the services rendered hereunder, a fee of $25,000 per annum payable
in arrears in equal installments on the last day of each month.
(b) Expenses. Consultant shall also be reimbursed, against
presentation of vouchers or receipts therefor, for all reasonable expenses
properly incurred by him on behalf of the Company in the direct performance of
his consulting duties hereunder and authorized in advance in writing by the
Company.
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(c) Benefits. During the Term, the Company shall pay and the
Consultant shall be entitled to continue receiving all benefits currently
afforded to him under the Company's health and dental plans which the Company
has confirmed with its insurer is permissible; until June 30, 1998, the Company
shall continue to pay premiums on his life insurance policy. Upon execution
hereof by the Company and the Consultant, the Company shall immediately cause to
be transferred to the Consultant the lease on the car the Company currently
leases for the Consultant and to pay the Consultant each month the amount of the
monthly car lease payment for the term of such car lease, together with the
monthly consulting fee.
Section 5. Relationship of the Parties. During the term of this
Agreement, the Consultant shall be an independent contractor of the Company, and
the Company shall not withhold taxes or any other amounts from fee checks issued
in payment to Consultant. Consultant shall be solely responsible for the payment
of all taxes owing with respect to the compensation paid to Consultant hereunder
and shall indemnify the Company for any taxes, penalties and interest imposed
upon the Company as a result of not withholding taxes from payments due
hereunder. Any work product arising out of the Consultant's engagement hereunder
and relating to the Company's Business shall be owed to and owned solely by the
Company. The Consultant may not represent to any third party that he is in any
way an employee of, or has the authority to bind, the Company. As an independent
contractor, Consultant shall be solely responsible for determining the manner,
method and timing of discharging his responsibilities hereunder.
Section 6. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior assignments and understandings, written or oral,
relating thereto.
Section 7. Amendment. This Agreement may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of each
party hereto.
Section 8. No Assignment: Binding Effect. Neither this Agreement nor
any right, interest or obligation under this Agreement may be assigned by any
party hereto without prior written consent of the other party hereto and any
attempt to do so will be void, except for assignments and transfers by operation
of law, and except that the Company may assign its rights hereunder to any
person who acquires or operates the Business. Subject to the preceding sentence,
this Agreement is binding upon, inures to the benefit of and is enforceable by
the parties hereto and their respective successors and assigns. This Agreement
is not intended to confer any benefit on any party other than the parties
hereto.
Section 9. Headings. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.
Section 10. Invalid Provisions. If any provision of this Agreement is
held to be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this Agreement will
not be materially and adversely
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affected thereby, (a) such provision will be fully severable, (b) this Agreement
will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (c) the remaining provisions of
this Agreement will remain in full force and effect and will not be affected by
the illegal, invalid or unenforceable provision or by its severance herefrom and
(d) in lieu of such illegal, invalid or unenforceable provision, there will be
added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.
Section 11. Counterparts. This Agreement may be executed with
counterpart signature pages, or in any number of counterparts, each of which
will be deemed an original, but all of which together will constitute one and
the same instrument.
Section 12. Jurisdiction; Legal Fees. It is contemplated that
Consultant's services hereunder shall be performed principally in Florida.
Accordingly, the Company agrees to the exclusive jurisdiction of the state and
federal courts located in Florida in any action by the Consultant to enforce his
rights hereunder. In any such action, as part of any judgment, the substantially
prevailing party shall be entitled to recover its reasonable attorney's fees and
expenses incurred in such action.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officer of each party hereto as of the date
first above written.
NAPCO SECURITY SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx,
an Authorized Representative
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
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