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EXHIBIT 10.04
CONSULTING AGREEMENT
This Consulting Agreement (hereinafter, the "Agreement") is made this
1st day of August, 1997, between Firearms Training Systems, Inc.., 0000 XxXxxxxx
Xxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, (hereinafter "FATS") and Xxxxx X. Xxxxxx,
Ph.D., 0000 Xxxxxxxxxx Xxxxx, #000 Xxxxxxxxxx, X.X. 00000 ("CONSULTANT").
WHEREAS FATS seeks to retain the consulting services of CONSULTANT, and
CONSULTANT is agreeable to providing such services to the Company;
NOW, THEREFORE, in good and valued consideration of the mutual
covenants set forth within this Agreement, the parties hereto agree to the
following:
1. Consulting Services. The consulting services to be provided by CONSULTANT
shall consist of evaluation, review, and strategic advice to FATS in connection
with (i) the submission of various government contract proposals; (ii) corporate
acquisitions; and (iii) technology development, which services shall be provided
in response to FATS' request for such services.
2. Performance Standards. CONSULTANT shall perform his duties under this
Agreement to the best of his abilities and in accordance with all applicable
standards of professional ethics and practices.
3. Notice to Consultant. FATS shall provide CONSULTANT with at least seventy-two
(72) hours prior notice that his services are requested. CONSULTANT agrees that
he will attempt to respond to such request(s) within the time period requested
by FATS, but it is recognized by the parties that it may not always be practical
for CONSULTANT to do do.
4. Necessary Information. FATS shall provide CONSULTANT with appropriate
information as necessary for the support of CONSULTANT's services; provided
however that FATS reserves the right, in its sole discretion, to determine the
content, release, and availability of such information.
5. Payment to Consultant. From time to time, as circumstances warrant, FATS
shall compensate CONSULTANT for services rendered by awarding CONSULTANT a
certain number of nonqualified Series C options to purchase shares of FATS'
Class A common stock (the "Common Stock") at an exercise price equal to the
then-current market price of the Common Stock. Such award shall be made pursuant
to the existing FATS Stock Option Plan. The exact number of options to be
awarded shall be determined by Compensation Committee of the FATS Board of
Directors based on the nature of the consulting services provided and the
recommendation of the Chief Executive Officer of FATS.
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6. Independent Contractor. The parties agree and understand that CONSULTANT is
not functioning as an employee of FATS under this Agreement, but that CONSULTANT
instead is performing the consulting services hereunder solely as an independent
contractor, with absolute control regarding the methods used to perform such
services.
7. Term and Termination. This Agreement shall have an initial term of one (1)
year from the effective date set forth above, and shall be renewable for an
additional one year term upon written notice from either party, acknowledged by
the other party. Either party may terminate this Agreement without penalty upon
thirty (30) days? prior written notice, at any time, without cause.
IN WITNESS WHEREOF, the parties have signed this Agreement, or caused this
Agreement to be signed by their duly authorized representatives, as follows:
ACCEPTED AND AGREED:
FIREARMS TRAINING SYSTEMS, INC. CONSULTANT
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
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