EXHIBIT 10.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT, dated as of the 20th day of October, 1998, is
between SMTEK INTERNATIONAL, INC., a Delaware corporation (the "Company"), and
XXXXX X. XXXXXX ("Xxxxxx").
WHEREAS, the Company desires to retain Kanter as an independent
contractor for the period and upon the other terms and conditions herein
provided; and
WHEREAS, Kanter desires to be retained by the Company in such position
pursuant to the terms and conditions of this Consulting Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and obligations herein contained, and for other good and valuable
consideration, the receipt, adequacy, and sufficiency of which are hereby
acknowledged, the parties hereto do hereby covenant and agree as follows:
1. ENGAGEMENT
1.1 Scope of Engagement. Kanter will (i) advise the Company with respect
general management and financial management issues; (ii) work with the
Company's executive officers to improve and strengthen current practices and
procedures; (iii) provide leadership and information for Board of Director
committees; (iv) comment on the evaluation of potential acquisition or merger
candidates and suggest business and financial structure alternatives for the
Company; (v) conduct or participate in negotiations if so requested by the
Company; and (vi) provide advice and counsel on such other matters within his
area of expertise as the Company may request.
1.2 Compensation. The Company shall pay Kanter a monthly fee of $5,000 (five
thousand dollars) per month in arrears, beginning October 1998 and continuing
for the term of this engagement.
1.3 Expense Reimbursement. The Company will reimburse Kanter for reasonable
and necessary direct expenses such as travel, lodging and communications
expenses associated with this engagement, provided that any individual expenses
in excess of $250 are approved in advance by the Company. Reimburseable
expenses will be submitted to the Company no less often than monthly, together
with appropriate supporting documentation.
1.4 Term of Engagement. The engagement of Kanter shall be effective upon the
execution of this Consulting Agreement, and shall continue on a month-to-month
basis until such time as the Consulting Agreement is terminated by either
party. Either party may terminate this Consulting Agreement at any time by
providing written notice of termination to the other party, with such
termination effective upon giving notice. At the option of the Company, the
fee payable to Kanter for the final month of the Consulting Agreement may be
prorated up through the termination date.
2. MISCELLANEOUS
2.1 Agreement to Indemnify. The Company agrees to indemnify and hold
harmless Kanter from any expense and liability arising from Kanter's
performance under this contract. Provided however, the Company shall not be
required to provide indemnity nor to make any payment in respect of expenses or
liabilities brought about or contributed to by any acts of fraud, dishonesty or
material breach of the express terms of this contract within the control of
Kanter.
2.2 No Waiver. The waiver by either party of a breach of any provision of
this Agreement shall not operate as or be construed as a waiver of any
subsequent breach thereof.
2.3 Notices. Any and all notices to the Company hereunder must be
furnished in writing to the Secretary of the Company and delivered by hand
or sent by registered or certified mail, postage prepaid, to the principal
office of the Company, as set forth in the Company's most recent quarterly
report on Form 10-Q. Notices to Kanter hereunder must be furnished in
writing and delivered by hand or sent by registered or certified mail,
postage prepaid, to Kanter's current address on file with the Secretary of
the Company.
2.4 Assignment. This Agreement may not be assigned by Kanter and may not be
assigned by the Company otherwise than by operation of law. This Agreement
shall be binding upon the Company's successors and assigns.
2.5 Entire Agreement. This Agreement supersedes any and all prior written or
oral agreements between Kanter and the Company and evidences the entire
understanding of the parties hereto with respect to the terms and conditions of
Kanter's consulting services to the Company.
2.6 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California without regard to the
choice of law rules of the State of California or any other jurisdiction.
2.7 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to constitute an original, but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
SMTEK INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
President and Chief Executive Officer
