EXHIBIT 10(n)
CONSULTING AGREEMENT
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CONSULTING AGREEMENT, dated as of the first day of May, 1998,
between AMERICAN TECHNICAL CERAMICS CORP., a Delaware corporation with offices
at Xxx Xxxxxx Xxxx, Xxxxxxxxxx Xxxxxxx, Xxx Xxxx 00000 (the "Company"), and
XXXXXXX X. XXXXXX, residing at 000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
("Consultant").
The Company desires to engage Consultant to perform consulting
services for the Company, and Consultant desires to perform such services, on
the terms and conditions hereinafter set forth.
1. Services; Term
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Consultant hereby agrees to provide his services as a consultant
to the Company with respect to matters relating to the marketing of the
Company's products for a period of one year commencing on the date hereof and
terminating on April 30, 1999; provided that, unless either party has given
written notice to the other at least 30 days prior to the end of the then
existing term of this Agreement of its intention not to renew this Agreement,
said term shall automatically be extended for an additional period of one year.
The period covered by this Agreement, as same may be extended as provided in
the immediately preceeding sentence, is referred to herein as the "Term".
Consultant shall provide the services required of him hereunder as and when
they shall be requested by the Company.
2. Consulting Fee
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During the Term, the Company shall pay Consultant at the rate of
$50,000 per annum, payable in 12 equal monthly installments of $4,166.67, with
each such payment to be made on or before the last day of the month to which it
relates. Payments to Consultant as herein provided shall constitute payment in
full for Consultant's services rendered pursuant to this Agreement. Without
limiting the foregoing, Consultant acknowledges and agrees that all applicable
federal, state and local payroll taxes and other like charges relating to
payments received by Consultant pursuant to this Agreement are Consultant's
sole responsibility.
3. No Benefits
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Consultant shall not be entitled to participate in any employee
health, life insurance or other benefit plans which he has heretofore
participated in as an employee of the Company.
4. Expenses
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The Company shall reimburse Consultant for reasonable
out-of-pocket expenses incurred by him in connection with the performance of
his services hereunder, provided such expenses are approved in advance by the
Chief Operating Officer or Vice President - Administration of the Company.
5. Termination
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This Agreement may be terminated prior to the end of the Term by
the Company if (i) Consultant refuses or is unable to perform the services
requested by the Company, in a manner satisfactory to the Company, for any
reason whatsoever, including, but not limited to, illness, accident or other
disability, or (ii) Consultant shall commit any act or omit to take any action
in bad faith or to the detriment of the Company, or (iii) Consultant shall
engage in any
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conduct which the Board of Directors of the Company deems to be not in the best
interest of the Company. In the event that this Agreement is terminated in
accordance with this paragraph 5, the Company shall have no further obligation
to Consultant under this Agreement after the date of such termination, except
that Consultant shall be entitled to receive any consideration to which he is
entitled pursuant to paragraph 2 thereof which has accrued and has not been
paid up to and including the date of termination.
6. Confidential Information
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(1) All confidential information which Consultant may now
possess, may obtain during or after the Term, or may create prior to the end of
the Term relating to the business of the Company or any of its customers or
suppliers, shall not be used, published, disclosed or made accessible by him to
any other person, firm, or corporation, either during or after the Term, except
during the Term in the business and for the benefit of the Company, without the
prior written consent of the Company.
(2) Since a breach of the provisions of this paragraph 6 could
not adequately be compensated by money damages, the Company shall be entitled,
in addition to any other right and remedy available to it, to an injunction
restraining such breach or a threatened breach, and in either case no bond or
other security shall be required in connection therewith.
7. Relationship of the Parties
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Nothing contained in this Agreement shall authorize, empower or
constitute Consultant as the agent of the Company in any manner; authorize or
empower Consultant to assume or create any obligation or responsibility
whatsoever, express or implied, on behalf of or in the name of the Company; or
authorize or empower Consultant to bind the Company in any manner or to make
any representation, warranty, or commitment on behalf of the Company.
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8. Notices
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Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, sent by overnight courier or facsimile transmission
or delivered against receipt to the party to whom it is to be given at the
address of such party set forth in the preamble to this Agreement (or to such
other address as the party shall have furnished in writing in accordance with
the provisions of this paragraph 8. Any notice or other communication given by
certified mail shall be deemed given at the time of certification thereof; any
notice sent by overnight courier shall be deemed given on the next business day
after delivery to the courier; any notice sent by facsimile transmission shall
be deemed given upon receipt (electronically or otherwise); and any notice
delivered against receipt shall be deemed given upon receipt, except in each
case for a notice changing a party's address which shall be deemed given at the
time of receipt thereof.
9. Waiver
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Any waiver by either party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term
of this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
10. Binding Effect; Assignment
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This Agreement shall be binding upon and inure to the benefit of
the parties hereto, the successors and assigns of the Company and the assigns,
heirs and personal representatives of Consultant; provided, however, that
Consultant may not assign, transfer or
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otherwise convey any of his rights or delegate any of his duties under this
Agreement without the written consent of the Company.
11. Governing Law
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This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to principles
governing conflicts of law.
12. Entire Agreement
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This Agreement represents the entire agreement with respect to
the matters contemplated herein, supercedes any prior oral or written
agreements or undertakings between the parties with respect to such matters and
may not be modified or amended except in a writing duly executed by each of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
AMERICAN TECHNICAL CERAMICS CORP.
By /S/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President, Administration
/S/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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