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EXHIBIT 10.72
CODE-ALARM, INC.
950 E. WHITCOMB DRIVE
MADISON HEIGHTS, MICHIGAN 48071
October 1, 1997
Mr. Kenneth M. Mueller
10594 Springmill Lane
Perrysburg, OH 43551
Dear Mr. Mueller:
This letter will confirm our current understanding relative to the special
services which you have agreed to continue to perform for Code-Alarm, Inc. ("
Code-Alarm").
You have been performing consultant services, as further defined below,
for Code-Alarm under a letter agreement by and between yourself and Code-Alarm
dated August 24, 1987 (the "Letter Agreement"). The Letter Agreement was
extended beyond its original expiration date to the present time by oral
agreement between you and Code-Alarm. Through your execution and return of
this letter, you acknowledge the termination of the Letter Agreement and
payment in full by Code-Alarm of all amounts owing thereunder to you by
Code-Alarm. The terms and conditions of this letter supersede all prior
written and oral agreements between yourself and Code-Alarm regarding the
continuation of your consulting services with Code-Alarm.
Code-Alarm hereby agrees to continue to engage you, effective as of
October 1, 1997, as an independent contractor to serve Code-Alarm as a
consultant in connection with all aspects of its business, including without
limitation the development of public relations and special projects.
You have agreed to continue to serve as a member of the Board of Directors
of Code-Alarm. Your services as a director will not be separately compensated,
your only compensation being that hereinafter provided for your consulting
services. Your consulting services hereunder shall be subject to the overall
direction and control of the Board of Directors of Code-Alarm.
Your consulting services hereunder, plus attendance at directors
meetings, shall obligate you to devote no more than three (3) days per week.
For such services during the Stated Term of this Agreement (as defined below)
you shall be paid at the rate of $14,000.00 per year by Code-Alarm. Any change
in the rate of payment upon any extension of the Stated Term of this agreement
must be agreed upon in writing by the parties prior to the beginning of such
extension. All payments shall be made quarterly, in arrears. No finder's fees
or commissions or any other
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compensation are payable to you in connection with any services rendered
hereunder unless such fee is payable by virtue of a specific prior written
agreement relating thereto.
This agreement will be effective as of October 1, 1997 and shall continue
until September 30, 2000 (the "Stated Term"). The Stated Term shall
automatically be extended for successive 12-month periods commencing on October
1 of each year following each September 30 on which the Stated Term otherwise
would expire. Notwithstanding the foregoing, either party may terminate this
agreement during or at the end of the Stated Term, including any extension
thereof, if that party has given written notice of termination in writing to
the other party of its decision to terminate this agreement at least ninety
days prior to the date of termination. In the event of termination by either
party or your death during the Stated Term, or during any extension of the
Stated Term, you, or your estate, as the case may be, shall be entitled to
compensation at the annual rate hereinabove specified (including any agreed
upon changes) for the period up to such termination or death on a pro rata
basis.
You understand that it will be your responsibility to report and pay
federal and state self-employment taxes which, by law, may be required in
connection with your services hereunder and any taxes of a similar nature
imposed by any governmental authority.
Your reasonable travel and other business expenses incurred in connection
with the performance of services hereunder will be reimbursed to you upon
presentation of properly authenticated statements of such expenses.
You agree to maintain in confidence all confidential information, data,
records, reports, and business plans made available to you in connection with
performance of the services hereunder and upon termination of this agreement to
return all such items to Code-Alarm.
We would appreciate your acknowledgment that the foregoing correctly sets
forth the agreement and understanding between you and Code-Alarm by signing but
the original and duplicate copy of this letter and returning the original to
us. The duplicate copy is for your files.
Sincerely yours,
CODE-ALARM, INC.
By: /s/ Rand Mueller
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Rand W. Mueller, President
I acknowledge receipt of and agreement to
the foregoing letter agreement.
Kenneth M. Mueller
Date: /s/ Kenneth M. Mueller
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