CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made as of this first day of
January, 1996 between Xxxxxx X. Xxxxxxxx having an address at 0 Xxxxx Xxxxx, Xxx
Xxxxx, Xxxxxxxx 00000 ("Consultant") and Xxxx-Xxxxxx Security Corporation, a
Delaware Corporation having its principal place of business at 000 Xxxxx
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (the "Company").
WHEREAS, Consultant has the ability to offer to the Company expertise,
knowledge and assistance regarding matters relating to the Company and its
business and the Company desires to retain Consultant to provide such services.
NOW THERETOFORE, Consultant and Company agree as follows:
1. Nature of Work - Upon the request of the Chief Executive Officer of
the Company ("CEO"), Consultant will provide consulting, advisory and
other services ("Services") to the CEO with respect to the Company and
its subsidiaries and their business.
2. Payment - The Company will pay Consultant a fee of One Hundred
Thousand ($100,000.00) for the term of this Agreement, with one-half
payable on January 15, 1996 and the remainder payable on July 15,
1996. If both parties agree that the Services required by the CEO
under this Agreement exceed what was reasonably expected by the
Consultant, then the Consultant and CEO shall meet and discuss an
appropriate increase in the consulting fee.
3. Term - The term of this Agreement shall begin on January 1, 1996 and
shall end at the close of business on December 31, 1996.
4. Status of Consultant - Consultant shall perform the Services hereunder
as an independent contractor and consultant. Except as otherwise
provided in the March Agreement (as defined in Section 6 below),
Consultant shall at no time and under no circumstances be deemed an
employee, agent, or representative of the Company for any purposes
whatsoever including, but not limited to, worker's compensation,
social security, state or federal unemployment insurance, withholding
or other taxes of a similar or general nature or eligibility for any
benefits available to employees of the Company. Consultant does not
have the authority to and shall not bind or commit the Company to any
other party.
5. Assignment - This Agreement requires the Consultant's personal
services and is not assignable by Consultant.
6. March Agreement - Nothing herein shall be deemed to waive, release, or
amend any term or condition of that certain Agreement between
Consultant and Company dated as of March 28, 1995, as amended ("March
Agreement").
In witness whereof the parties have executed this Agreement as of the day and
year first above writen.
/s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
XXXX-XXXXXX SECURITY CORPORATION
By: /s/ J. XXX XXXXXXX
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