EX-10.L
EMPLOYMENT AGREEMENT
This AGREEMENT is made this 27th day of July 1999, by and between Napco
Security Systems, Inc. and/or its related subsidiaries and/or affiliates (herein
referred to collectively as "NAPCO"), a Delaware corporation having its
principle place of business at 333 Bayview Avenue, Amityville, New York 11701
and Michael Carrieri (hereinafter "EXECUTIVE") residing at .
WHEREAS, NAPCO desires to employ EXECUTIVE as Vice President of Engineering
Development and EXECUTIVE desires to be employed by NAPCO.
NOW THEREFORE:
I. EMPLOYMENT:
Subject to the terms and conditions hereinafter set forth, NAPCO hereby
employs EXECUTIVE and EXECUTIVE agrees to be employed by NAPCO as its Vice
President of Engineering Development. EXECUTIVE agrees to devote his full time
and best efforts to the business of NAPCO.
II. DUTIES:
EXECUTIVE shall, during the continuance of his employment hereunder:
(a) Devote the whole of his time and attention and abilities to the
business of NAPCO during regular working hours and at such other times as
may be necessary;
(b) Perform such duties as are usually performed by an EXECUTIVE
serving in his capacity and such other duties as may be assigned to him
from time to time by the Chairman of NAPCO;
(c) Use his best efforts to promote the business of NAPCO; and
(d) Perform his duties subject to the direction of the Chairman of
NAPCO.
III. COMPENSATION:
For the services to be rendered under this AGREEMENT, NAPCO agrees to pay
the EXECUTIVE the following compensation:
(a) SALARY - An annual salary of $150,000.00 subject to annual reviews
and compensation adjustments hereinafter on the anniversary date of the
commencement of employment. Upon being promoted to Senior Vice President of
Engineering Development (anticipated to occur approximately May 2000
depending on performance), EXECUTIVE's annual salary will be increased to
$160,000.00. The annual salary will be paid periodically in accordance with
NAPCO's standard payroll practices, which is presently on a weekly basis.
(b) BONUS PLAN - A bonus of $30,000.00 may be earned by
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EXECUTIVE based on getting each of the new products on the Phoenix #1
program into the shipping department on or before March 2000, and by
getting the Phoenix #2 Program products into the shipping department by
August 2000. The $30,000.00 could be prorated to reflect the portions of
the Phoenix #1 and Phoenix #2 programs that are already shipped by March
2000 and the August 2000 dates. But it is understood that shipping 100% of
the products of the Phoenix #1 and #2 programs by March 2000 and August
2000 respectively are the goals.
In addition, the EXECUTIVE will receive $5,000.00 for meeting the
Engineering budget for the fiscal year ending June 30, 2000.
(c) STOCK OPTIONS - 15,000 stock options, in accordance with NAPCO's
Incentive Stock Option Plan, will be awarded to EXECUTIVE upon employment,
at the fair market value price of NAPCO stock (Nasdaq: "NSSC") at that
time. These stock options will be recorded according to regulations set
forth by the Securities and Exchange Commission ("SEC") and/or other
government entities. EXECUTIVE will also receive an additional 10,000 stock
options upon being promoted to Senior Vice President of Engineering
Development. Thereafter, future stock options may be granted based on
performance.
(d) SEVERANCE AND HEALTH INSURANCE - In consideration for EXECUTIVE
entering a new industry, upon any termination of employment not based on
cause, EXECUTIVE will be entitled to severance pay equaling six (6) months'
salary and continued health insurance for a period of six (6) months. The
payment of any such severance or continued health insurance will be paid
according to the same payment schedule as if EXECUTIVE was still employed
during that time frame.
(e) VACATION - EXECUTIVE will be granted three (3) weeks' vacation
time.
(f) 401(K) PLAN - NAPCO will provide EXECUTIVE with 401(k) benefits in
accordance with the terms and conditions of its corporate plan in effect.
IV. RESTRICTIVE COVENANTS:
(a) EXECUTIVE acknowledges that technical, financial and other
confidential information of NAPCO or any third party with which NAPCO is in
technical or commercial cooperation, or which EXECUTIVE may obtain
knowledge in the course of and by virtue of his employment, constitutes
valuable and confidential assets and that unauthorized disclosure or
utilization thereof would be detrimental to NAPCO. EXECUTIVE therefore
agrees that he will not disclose or utilize, either during his employment
or thereafter, any such technical or other confidential information,
without first obtaining NAPCO's written consent thereto, except as such
disclosure or utilization may be required by EXECUTIVE's service to NAPCO
or by law.
(b) All trade secrets and proprietary information including, but not
limited to, all formulas, patterns, designs, sales and business plans,
plant secrets, processes, methods for determination of costs, customer
lists, and other confidential secrets, or internal information which
heretofore have been or hereafter may be conceived by or
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disclosed to EXECUTIVE in the course of EXECUTIVE's employment, shall at
all times be and remain the sole and exclusive property of NAPCO, except as
required by law or by EXECUTIVE's employment at NAPCO, and shall be kept
confidential by EXECUTIVE and not be utilized personally be EXECUTIVE or
divulged by EXECUTIVE to any third party or company.
(c) All inventions, improvements, patent pendings, ideas concerning
patents or improvements relating thereto (collectively hereinafter referred
to as "Inventions") which EXECUTIVE solely, or with others, receives or
reduces to practice or may conceive in the course of such employment or
with the use of NAPCO time, material or facilities, or relating to any
subject matter with which my work for NAPCO is or may be concerned or
reduced to practice during the term of my employment by NAPCO, shall be the
sole property of NAPCO.
(d) EXECUTIVE shall promptly disclose in writing to NAPCO and maintain
adequate and current written records of such Inventions, in the form of
notes, sketches, drawings or reports, which shall be the property of NAPCO,
shall specifically assign to NAPCO all such Inventions and shall executed
all papers and perform all other lawful acts which NAPCO deems necessary or
advisable for the preparation and prosecution of patent applications and
the procurement and maintenance of United States and foreign patents and
for the transfer of interests therein to NAPCO. It is understood and agreed
that all expenses incurred with respect to the obligations of this
paragraph shall be by NAPCO or its nominee. EXECUTIVE shall make no other
application for intellectual property relating to such Inventions without
the express written approval of NAPCO.
(e) EXECUTIVE shall not make or permit to be made, except pursuant to
his duties hereunder and for the sole use and account of NAPCO, any papers
or documents, including drawings and records of research, made by EXECUTIVE
or at EXECUTIVE's directions or which may come into EXECUTIVE's possession
in any way, and EXECUTIVE shall deliver to NAPCO on the termination of
employment, all such materials in EXECUTIVE'S possession.
(f) EXECUTIVE agrees that during the term of employment hereunder, he
will not, except with the prior written consent of NAPCO, directly or
indirectly engage in, or accept any position as an agent, employee, officer
or director of, or consult, advise with, invest in, or otherwise in any way
give assistance to aid any person, firm or corporation (or any of their
related entities) in the security alarm, fire alarm, security lock,
security hardware or entry access products industry either as a
manufacturer, installer and/or distributor. For a period of three (3) years
after the termination of EXECUTIVE's employment hereunder, he will not,
without the prior written consent of NAPCO, directly or indirectly engage
in, or accept any position as agent, employee, officer or director of, or
consult, advise with, invest in (except in insignificant amounts) or
otherwise in anyway give assistance or aid to any person, firm, or
corporation (or any of their related entities) engaging in business which
relates directly or indirectly with the business of NAPCO or which would be
competitive or a competitive substitute with any product(s) or product
lines in the security alarm, fire alarm, security lock, security hardware
or entry
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access products industry either as a manufacturer, installer, and/or
distributor of which NAPCO was involved with at the time of termination of
EXECUTIVE's employment hereunder. This provision applies to any
aforementioned affiliation of EXECUTIVE to any person, firm, or corporation
(or any of their related entities) engaging in business which relates
directly or indirectly with the business of NAPCO or which would be
competitive or a competitive substitute with any product(s) or product
lines in the security alarm, fire alarm, security lock, security hardware
or entry access products industry either as a manufacturer, installer,
and/or distributor which is conducting any business in the United States of
America. EXECUTIVE explicitly acknowledges the reasonableness of the scope
of this paragraph in view of the fact that EXECUTIVE was never previously
engaged in any businesses relating to NAPCO, and in view of the fact that
EXECUTIVE's position at NAPCO will enable him to become privy to
significant and sensitive information.
(g) EXECUTIVE covenants and agrees that so long as he is in the employ
of NAPCO and after leaving the employ of NAPCO, he will not directly or
indirectly disclose, communicate, divulge or furnish to or use for the
benefit of himself (except while he is in the employ solely and in the
pursuit of the activities of NAPCO) or any other person, firm or
corporation, any other of the trade secrets, designs, improvements,
marketing plans, inventions of NAPCO belonging to NAPCO, or the designs, or
processes of distribution, or processes of manufacture of any product or
article sold or distributed by NAPCO, which EXECUTIVE may learn by virtue
by his activities or which he may develop for NAPCO.
V. EXCEPTION TO SECTION IV:
Based on EXECUTIVE's representation that he has conceived an invention
in the field of telephone answering machines ("the Invention") that is
unrelated to NAPCO's business, the parties agree to exclude the Invention
from the obligations of Section IV herewith. In order to avoid any future
disputes as to the nature and scope of the Invention and to avoid
disclosure of the Invention at this time, EXECUTIVE has agreed to provide
Attachment A hereto which is a sealed envelope that EXECUTIVE represents
contains a written description of the Invention. NAPCO agrees not to unseal
Attachment A unless either authorized by EXECUTIVE to do so or if a dispute
arises under this Section.
In order to avoid any potential conflict of interest, EXECUTIVE agrees
not to directly market his Invention or any patent received thereon to any
known customer or vendor of NAPCO without prior authorization from NAPCO's
Chairman of the Board.
VI. REMEDIES:
The parties hereto recognize that, in the event of any breach or threatened
breach by the EXECUTIVE of the provisions of Section IV hereunder of, NAPCO will
suffer irreparable injury in connection with which damages would be difficult,
if not impossible, to ascertain and it is therefore agreed that NAPCO, in
addition to and without limiting any other remedy or right it may have under
this AGREEMENT, or at law or in equity, shall be entitled to an injunction
against the EXECUTIVE issued by any court of competent jurisdiction enjoining
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any such breach or threatened breach.
VII. EFFECT OF WAIVER:
The waiver by either party of a breach of any provision of this AGREEMENT
shall not operate or be construed as a waiver of any subsequent breach thereof.
VIII. NOTICE:
Any and all notices referred to hereunder shall be sufficient if furnished
in writing and sent by registered or certified mail to the parties at the
addresses given herein, or to such other addresses as may hereafter be
designated by notice in writing given in accordance with the provisions of this
paragraph.
IX. GOVERNING LAW:
The parties agree that this AGREEMENT shall be governed, interpreted and
construed in accordance with the substantive laws of the State of New York.
X. SEVERABILITY:
If any provision of this AGREEMENT shall, to any extent, be deemed invalid
or unenforceable, the remainder of this AGREEMENT shall not be affected, and
each term shall be valid and shall be enforced to the extent permitted by law.
XI. AMENDMENTS TO AGREEMENT:
No amendment of this AGREEMENT shall be effective unless reduced to writing
and executed by a duly authorized officer of NAPCO and by EXECUTIVE.
XII. TERM:
This AGREEMENT shall be for a term of two years from the first date of
employment and may be renewed upon mutual written agreement by the parties. The
AGREEMENT will be reviewed with respect to a possible renewal one (1) year prior
to its expiration date. However, nothing in this provision requires NAPCO to pay
severance greater than that established in Section III.
XIII. TERMINATION OF EMPLOYMENT:
In the event that EXECUTIVE voluntarily leaves the employ of employer
without cause or he is terminated with cause, all benefits of this AGREEMENT
shall cease.
XIV. MISCELLANEOUS:
This AGREEMENT is to be read in conjunction with the rights and obligations
presented in NAPCO's Salaried Employee Handbook. Furthermore, nothing in this
AGREEMENT is intended or should be interpreted to circumvent any obligations
applicable to NAPCO pursuant to federal, state or local laws.
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Napco Security Systems, Inc. EXECUTIVE
By: /s/ Richard L. Soloway /s/ Michael Carrieri
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Richard L. Soloway Michael Carrieri
Chairman of the Board
Dated: 7/15/99 Dated: 7/26/99
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