Exhibit 10b
CONSULTANT'S AGREEMENT
THIS AGREEMENT, made and entered into by Xxxxx Products Co. (hereinafter
referred to as "Xxxxx"), and Xxxxxx X. Xxxx (hereinafter referred to as
"Consultant").
It is agreed to by both parties that the following terms and conditions apply:
1. The Consultant will provide strategic consulting expertise and services to
Xxxxx primarily in the areas of technology and marketing. Consultant will
also perform other related functions as mutually agreed.
2. This Agreement will be effective from the date Consultant signs this
Agreement. Thereafter, this Agreement may be terminated at any time for any
reason or no reason by either party upon not less than thirty (30) days'
prior written notice.
3. During the term of this Agreement and for a period of six (6) months
thereafter, Consultant agrees not to accept employment with, nor otherwise
perform consulting work for, any client with which Xxxxx is then in
competition without prior written approval by Xxxxx.
4. Consultant agrees that he will not be entitled under this Agreement to
participate in any benefit plans or programs sponsored by Xxxxx and available
to Xxxxx'x employees. In rendering services hereunder, it is understood that
Consultant is an independent contractor and that the relationship of employer
and employee shall not exist between Xxxxx and Consultant hereunder.
5. Consultant agrees to keep confidential any technical, marketing, customer or
other confidential or proprietary information or data, other than that which
is in the public domain, which is, or has been, made available to him by
Xxxxx, or which results from Consultant's work for Xxxxx, and Consultant
agrees that he will not use such information or data except as required in
performing this Agreement and that he will not disclose such information or
data to others without prior approval in writing by Xxxxx.
6. During the term of this Agreement and for a period of six (6) months
thereafter, Consultant will not employ or otherwise engage an employee of
Xxxxx without the prior written consent of Xxxxx.
7. Xxxxx agrees to pay Consultant, as compensation in full for Consultant's
services, a consultant fee not to exceed a maximum of One Thousand Five
Hundred Dollars ($1,500.00) per day for such consulting services as are
requested by Xxxxx and shall reimburse Consultant for any reasonable travel
and lodging expenses required by Xxxxx. Payment is to be made within thirty
(30) days of receipt of invoice. Invoice shall separately list fee, travel
and lodging expenses, such expenses to be receipted and itemized in a manner
acceptable to Xxxxx.
8. In addition to the fee for Consultant's services, Xxxxx agrees to provide a
Stock Option for 20,000 shares of Xxxxx Products Co. common stock under the
terms of the 1994 Incentive Stock and Non-Qualified Stock Option Plan
(hereinafter referred to as "Stock Option Plan"), subject, however, to the
following conditions:
a. That Xxxxx is able to modify the Stock Option Plan to include consultants,
which will require amendment by the Board of Directors and may also
require and be conditioned upon approval by the Shareholders.
b. The exercise price of such options would be equal to the fair market value
of the stock on the date of grant.
c. Vesting of the Stock Options would be in 5,000 share increments, based
upon the achievement of certain consolidated operating results by Xxxxx
over a four (4) year time period beginning in 1997.
d. Should this Agreement be terminated for any reason prior to the exercise
of the above Stock Options, Consultant's unvested Stock Options shall
terminate, and vested Stock Options will be maintained and continue for a
period of three (3) months following termination of this agreement or
until expiration of the option in accordance with its terms, whichever
first occurs.
e. That the Compensation Committee of the Board of Directors approves this
grant.
f. At the request of Xxxxx, Consultant agrees to execute a more definitive
agreement setting forth the terms of the proposed Stock Options.
9. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania without giving effect to
conflicts of laws principles.
The parties hereto have executed this Agreement in duplicate originals
this 13th day of June, 1996.
AGREED to for Xxxxx Products Co. AGREED to for Xxxxxx X. Xxxx
BY: /s/ X. X. Xxxxx BY: /s/ Xxxxxx X. Xxxx
--------------------------- ---------------------------
NAME: X. X. Xxxxx NAME: Xxxxxx X. Xxxx
-------------------------- ----------------------------
President
