CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of the 23rd day of April 1997 by and between Securacom, Incorporated, a corporation organized and existing under the laws of
Delaware (the "Company") and Wirt D. Walker, III (the "Consultant").
W I T N E S S E T H
WHEREAS, the Company desires to engage the Consultant to assume the responsibilities set forth in this Agreement; and
WHEREAS, the Consultant desires to assume such responsibilities;
THEREFORE, in consideration of the premises, and the mutual covenants, terms and conditions contained herein, the parties hereto agree as follows:
1. Engagement. Subject to the terms and conditions set forth in this Agreement, the Company hereby engages the Consultant and the Consultant hereby accepts such engagement.
2. Responsibilities. (a) The Consultant shall provide the Company with advice and assistance with respect to corporate development, new business development, corporate finance, operational issues, merger and acquisition strategy, marketing and positioning in the marketplace, strategic partnership arrangements and other matters as requested by the Board of Directors of the Company. The Consultant shall fulfill his responsibilities diligently and in good faith.
(b) The Consultant shall devote such time, attention and energies to the business of the Company as is required in order for him to fulfill his responsibilities as set forth in Section 2(a), and shall use his best efforts to promote the business interests of the Company.
3. Compensation. (a) In consideration of the services to be rendered by the Consultant hereunder, the Company shall pay Consultant $140,000 per year (such compensation, as it may be adjusted pursuant to Section 3(b), being hereinafter referred to as "Base Compensation"). Base Compensation shall be paid in installments at such times as the Company customarily pays its senior management employees, and shall be subject to withholding as required by law or agreed to by the Consultant.
(b) The Consultant shall be eligible to receive periodic increases in Base Compensation, awards of stock options, and bonuses for each year or portion thereof
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during which the Consultant is engaged hereunder. The amount of such increases in Base Compensation, stock options and bonuses, if any, shall be determined by the Board of Directors of the Company in its sole discretion.
4. Expenses. The Company, in accordance with such rules and practices as it may establish, shall pay or reimburse the Consultant for all reasonable and necessary business expenses incurred in connection with the performance by the Consultant of his responsibilities hereunder. Such expenses shall include, in accordance with policies established by the Company, travel and entertainment expenses and reimbursement for mileage when the Consultant's personal automobile is used for business purposes.
5. Term and Termination. (a) This Agreement shall be effective as of the date hereof and shall have a term of five years.
(b) The Company shall have the right to terminate this Agreement at any time (including following a change of control pursuant to Section 5(d) hereof) for "Cause" upon written notice to the Consultant, and such termination shall be effective upon delivery of such notice. For purposes of this Agreement, "Cause" shall mean a material breach of this Agreement by the Consultant (other than by reason of the death or disability of the Consultant), including misappropriation of funds of the Company, willful and deliberate malfeasance, gross negligence, or any act seriously impeding the Consultant's ability to represent the Company.
(c) If this Agreement is terminated for Cause by the Company or is terminated by the Consultant, the Consultant shall be entitled to receive any unpaid Base Compensation accrued to the date of termination plus any unpaid expense reimbursement, reduced by any claim the Company may have against the Consultant for breach of this Agreement or otherwise.
(d) If this Agreement is terminated by the Company for any reason other than for Cause or the death or disability of the Consultant, the Company shall compensate the Consultant at the annual Base Compensation rate in effect on the date of termination through the date of expiration of the term of this Agreement, and pay Consultant any bonus or portion thereof granted by the Board of Directors and earned by the Consultant but remaining unpaid on the date of termination, plus any expense reimbursements due to the Consultant through such date. In the event any termination described in the preceding sentence occurs within two years following a change in control of the Company, the Company shall pay to the Consultant an additional amount equal to two times the Consultant's annual Base Compensation rate in effect at the time of such change in control.
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For purposes of this Section 6(d), the term "change in control" shall mean the occurrence of any of the following events: (i) ...