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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 re
