NAPCO SECURITY SYSTEMS INC
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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<TYPE>EX-10.I
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<FILENAME>y93828exv10wi.txt
<DESCRIPTION>AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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                                                                    EXHIBIT 10.I

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"),
dated as of June 26, 2003, between Napco Security Systems, Inc., a Delaware
corporation (the "Company"), and Richard Soloway (the "Employee").

                  WHEREAS, Employee has been serving as Chairman of the Board,
President and Chief Executive Officer of the Company and the parties wish to
provide for the continuation of such services.

                  NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, the Employment Agreement is hereby amended and
restated to read as follows:

                  1.       Employment, Duties and Acceptance.

                           1.1.     The Company hereby employs the Employee for
the Term (as hereinafter defined) to render services to the Company as its
chairman of the board, president and chief executive officer, subject to the
direction of the Board of Directors, and, in connection therewith, to perform
such executive and managerial duties as he shall be directed by the Board of
Directors consistent with Employee's position as chairman of the board,
president and chief executive officer and consistent with the duties performed
by the Employee immediately prior to the date of this Agreement.

                           1.2      Acceptance of Employment by the Employee.
The Employee hereby accepts such employment and agrees to render the executive
and managerial services described above on the terms and conditions set forth.

                  2.       Term of Employment. The term of the Employee's
employment under this Agreement shall commence on the date hereof and shall end
five (5) years from the date hereof, unless sooner terminated pursuant to
Article 5 of this Agreement and shall renew for additional one year intervals
thereafter unless (i) sooner terminated pursuant to Article 5 hereof or (ii)
either party gives notices of non-renewal at least six months before the end of
the then applicable term of employment (the "Term").

                  3.       Compensation.

                           3.1.     Salary. For services to be rendered pursuant
to this Agreement, the Company agrees to pay the Employee a salary of $453,235
per annum (the "Annual Salary"), payable in accordance with the Company's
regular payroll practices but no less frequently than once per month. Employee's
annual salary shall be reviewed by the Board of Directors from time to time, but
may not be reduced, and shall be increased commencing January 1 of each year of
the Term by an amount at least equal to the product of the prior year's Annual
Salary and the

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increase in the Consumer Price Index ("CPI") (over the CPI for 2003). Any
increased amount shall be considered "Annual Salary" for the purposes of this
Agreement.

                           3.2.     Incentive Compensation. For each of the
Company's fiscal years ending during the Term, including the fiscal year ending
June 30, 2003, the Employee shall be awarded an incentive bonus (the "Bonus"),
in such amount as determined by the Board of Directors. All or a portion of the
amount of such bonus shall, at the Employee's option, be payable in common stock
of the Company valued at the average closing sales price of NASDAQ, or the
principal market on which the Company's common stock trades, on the last five
trading days of the fiscal year for which the bonus is paid. The bonus set forth
in this Section 3.2 shall be paid to the Employee no later than thirty (30) days
after the Company's receipt of the audited financial statements for the Company
with respect to the applicable fiscal year.

                           3.3.     Withholdings and Deductions. All
Compensation described in this Article 3 shall be less such deductions as may be
required to be withheld by applicable law and regulation including the payment
by the Employee of any applicable tax withholding with respect to his receipt of
shares of common stock pursuant to Section 3.2 hereof.

                           3.4.     Stock Options. As additional incentive to
Employee, simultaneous with the execution of this Agreement, the Company shall
grant Employee options under the Company's Stock Option Plan to purchase 100,000
shares of the Company's common stock at an exercise price equal to 110% of the
"Market Price" (as defined below) of the shares on the date the Options are
granted with respect to incentive stock options and 100% of the Market Price on
the date the Options are granted for a non-qualified stock options. Options set
forth in this Section 3.4 shall vest as provided in such Plan, but in no event
later than on a Change in Control, as defined in Article 6 below, and may be
exercisable for 5 years. For the purposes hereof, "Market Price" shall mean the
last reported sales price of the Company's common stock on the relevant date.
The Stock Option Agreement shall provide that the Employee may exercise options
through a "cashless exercise" procedure and shall permit the Employee to sell
any or all of the shares acquired through the exercise of any Options to the
Company, at the discretion of the Employee, upon a Change in Control, at the
Market Price of such shares on the date of sale.

                           3.5.     Supplemental Amount. (a) The Company has a
qualified retirement plan, under Section 401 et seq. of the Internal Revenue
Code of 1986, as amended (the "Code"). The Employee is a participant in said
plans. Section 415 of the Code provides that a plan shall not be a qualified
trust under Section 401(a) if it provides for the payment of contributions with
respect to a participant in excess of certain amounts. The Company's plan has
provisions intended to assure that they are such qualified trusts, by providing
that no contribution may be made to a plan if such contribution would cause the
plan to be a non-qualified trust (the "Section 415 provisions"). The annual
amounts that the Employee, as a participant, would be entitled to have
contributed for his benefit by the Company under said plan (or under any other
plan qualified under Section 401 et seq. of the Code in which the Employee may
be a participant during the Term) if the plans did not have Section 415
provisions (or any successor provisions) in excess of the annual amounts that
the Company actually contributes thereto for the benefit of the Employee is
referred to as the "Supplemental Amount."

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                                    (b)      As supplemental compensation for
each year during the Term, the Company shall, within 90 days after the end of
the year, at the election of the Employee either (i) contribute the Supplemental
Amount to non-qualified retirement plan established for the benefit of the
Employee, (ii) issue (or transfer from its treasury stock) to the Employee a
number of shares of its common stock, subject to no restriction other than as
required by the Securities Act of 1933, equal to (x) the Supplemental Amount,
(y) divided by the average of the daily closing prices of such stock over the
last five trading days during said year. Such number of shares shall be rounded
to the nearest number of whole shares. The certificate representing said shares
shall bear the following legend: "The shares represented by this certificate
were acquired in a transaction not registered under the Securities Act of 1933,
and may not be transferred or disposed of except pursuant to an effective
registration statement under said Act or an exemption from such registration
thereunder" or (iii) pay the Supplemental Amount to the Employee in a lump sum
cash payment.

                  4.       Expenses and Benefits.

                           4.1.     Expenses. The Company shall pay or reimburse
the Employee for all reasonable expenses actually incurred or paid by him during
the Term in the performance of his services under this Agreement, upon
presentation of expense statements or vouchers or such other supporting
information as it may require.

                           4.2.     Benefits. The Employee shall be entitled to
all rights and benefits for which he shall be eligible under any stock option or
extra compensation plan, pension, group insurance or other so-called "fringe"
benefits which the Company may, in its sole discretion, provide for him or for
its senior executive employees generally.

                           4.3.     Vacation. The Employee shall be entitled to
such vacation as is provided from time to time to other senior executives of the
Company. Upon termination of Employee's employment for any reason, the Company
shall pay Employee for all unused vacation pay from the beginning of the Term of
this Agreement.

                  5.       Termination.

                           5.1.     Termination upon Death. If the Employee
shall die during the Term, this Agreement shall terminate, except that the
Employee's legal representatives shall be entitled to receive the Annual Salary
provided for in Section 3.1 of this Agreement for a period of one year after the
Employee's death, paid in accordance with the Company's normal payroll
practices, and his Bonus shall be calculated on a pro rata basis through the end
of the fiscal quarter immediately preceding his death. In addition, the
Employee's legal representatives shall receive payment for unreimbursed
expenses.

                           5.2.     Termination upon Disability. If, during the
Term, the Employee shall become physically or mentally disabled, whether totally
or partially, as determined by a medical doctor acceptable to both parties
hereto, so that he is unable substantially to perform his services hereunder
with or without reasonable accommodation for (i) a period of six consecutive
months, or (ii) for shorter periods aggregating six months during any
twelve-month period, the

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Company may at any time after the last day of the sixth consecutive month of
disability or the day on which the shorter periods of disability shall have
equaled an aggregate of six months, by written notice to the Employee (but
before the Employee has recovered from such disability), terminate the term of
the Employee's employment hereunder. Notwithstanding such disability, the
Company shall continue to pay the Employee an amount equal to sixty (60%)
percent of the Annual Salary herein provided for in Section 3.1 up to and
through the scheduled Term under Article 2 hereof, but not longer than three (3)
years, but his Bonus shall be calculated on a pro rata basis through the end of
the fiscal quarter immediately preceding the sixth month of his disability. In
addition, the Employee or his legal representatives shall receive payment for
unreimbursed expenses. Notwithstanding any provision contained herein to the
contrary, the amounts set forth in this Section 5.2 shall be reduced by the
amount of any disability insurance payments received by the Employee under
disability plans or policies of the Company.

                           5.3.     Termination for Cause. Nothing contained
herein shall preclude the Company from terminating this Agreement for "Cause."
As used herein the term for "Cause" shall be deemed to mean and include with
respect to the Employee only chronic alcoholism, addiction to any illegal drugs,
conviction of the Employee of any felony, or of any lesser crime or offense
involving the property of the Company or any of its subsidiaries or affiliates,
or willful failure or refusal to substantially perform the services required of
the Employee under this Agreement, following written notice by the Board of
Directors to the Employee and Employee having failed to cure such failure within
thirty days after such notice. In the event of a termination of the Employee for
Cause, the Employee shall receive any unpaid Annual Salary in effect on the date
immediately prior to such termination through the date of termination and
payment for all unreimbursed expenses.

                           5.4.     Voluntary Termination Without Good Reason.
If the Employee terminates his employment for other than Good Reason, the
Company shall pay the Employee the Employee's Annual Salary in effect on the
date immediately prior to such termination through the date of termination and
all unreimbursed expenses.

                  "Good Reason" means the occurrence, without the Employee's
express written consent, of any of the following circumstances:

                  (i)      the Company's failure to perform or observe any of
the material terms or provisions of this Agreement;

                  (ii)     the assignment to the Employee of any duties
inconsistent with, or any substantial diminution in, such Employee's status or
responsibilities as in effect on the date hereof, including imposition of travel
obligations that are materially greater than is reasonably required by the
Company's business;

                  (iii)    (I) a reduction in the Employee's Annual Salary as in
effect on the date hereof, as that amount may be increased from time to time; or
(II) the failure to pay any agreed upon bonus award to which the Employee is
otherwise entitled, at the time such bonuses are usually paid;

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                  (iv)     a change in the principal place of the Employee's
employment, as in effect on the date hereof or as in effect after any subsequent
change to which the Employee consented in writing, to a location more than fifty
(50) miles from the Employee's residence in Manhattan on the date hereof;

                  (v)      (I) the Company's failure to continue in effect any
incentive compensation plan or stock option plan in which the Employee
participates, unless the Company has provided an equivalent alternative
compensation arrangement (embodied in an ongoing substitute or alternative plan)
to the Employee, or (II) the Company's failure to continue the Employee's
participation in any such incentive or stock option plan on substantially the
same basis, both in terms of the amount of benefits provided and the level of
the Employee's participation relative to other participants; or

                  (vi)     the failure of the Company or any successor to obtain
a satisfactory written agreement from any successor to assume and agree to
perform this Agreement.

                           5.5.     Other. If the Company terminates the
Employee's employment other than for Cause or if the Employee terminates
employment with the Company for Good Reason, the Company shall pay the Employee,
a total amount, in a lump sum cash payment, equal to the product of (i) the sum
of (x) the Employee's Annual Salary plus, at a minimum, (y) the Bonus paid to
the Employee for the year prior to his termination of employment, multiplied by
(ii) the greater of (x) the number of years (and portions thereof) remaining in
the Term or (y) three (3). In addition, the Employee shall receive all
unreimbursed expenses.

                  6.       Change in Control. (a) If during the Term there
should be a Change in Control (hereinafter defined), then the Employee shall, by
written notice to the Company at any time within twelve months following a
Change in Control, be entitled to terminate the Term and his employment
hereunder for any reason or no reason, and within 10 business days following
such notice, the Employer shall pay the Employee, as a termination payment, an
amount equal to 299% of the average of the prior five calendar year's
compensation (including bonuses, pension, profit sharing, health and life
insurance benefits and 401(k) contributions), except that in no event shall the
amount payable under this paragraph 6(a) exceed $100.00 less than the amount
which would (when aggregated with any other amounts which would be subject to
the "parachute payment" provisions hereinafter referred to) result in any part
of a payment to otherwise be made under this paragraph 6(a) constituting a
"parachute payment" under Section 280G of the Code (the "Maximum Termination
Payment"). The determination whether or not any part of such payment would
constitute a "parachute payment" and the amount of the Maximum Termination
Payment shall be made by the Company's regularly engaged independent
accountants. In making the determination, the accountants shall rely on the
Company's federal income tax returns and on the Code and the regulations
thereunder, as then in effect, and may rely on the legislative and Internal
Revenue Service reports issued in connection with the adoption of said Paragraph
and regulations.

                                    (b)      For purposes of this Agreement, a
"Change in Control" shall mean:

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                                            (i)     either (x) any merger or
                                    consolidation of the Company into or with
                                    another corporation, or (y) the acquisition
                                    by another person, group or entity after the
                                    execution date of this Employment Agreement
                                    of beneficial ownership of more than 20% of
                                    the common stock of the Company (such
                                    person, group or entity reporting, or being
                                    required to report, the acquisition pursuant
                                    to Section 13 of the Securities Exchange Act
                                    of 1934 of all the voting and investment
                                    powers of such stock),

                                                     or

                                            (ii)    any sale by the Company of
                                    substantially all of the assets and business
                                    of Company for cash, stock, or any
                                    combination thereof, unless, immediately
                                    after such sale, the holders of Common Stock
                                    of the Company immediately prior to such
                                    sale own more than 80% or more of the voting
                                    capital stock of the acquiring corporation
                                    or, if the acquiring person or entity is not
                                    a corporation, more than 80% of the voting
                                    equity interests of such acquiring person or
                                    entity,

                                                     or

                                            (iii)   if a majority of Company's
                                    board of directors consists of individuals
                                    who were not Incumbent Directors. "Incumbent
                                    Directors" shall mean directors who either
                                    (A) are directors of the Company as of the
                                    date hereof, or (B) are elected, or
                                    nominated for election, to the Board with
                                    the affirmative votes of at least a majority
                                    of the Incumbent Directors at the time of
                                    such election or nomination (but shall not
                                    include an individual whose election or
                                    nomination is in connection with an actual
                                    or threatened proxy contest relating to the
                                    election of directors to the Company).

                                    (c)      In the event that the Employee
brings an action to enforce the provisions of this Agreement after a Change in
Control, the Company shall pay the legal expenses of the Employee during the
proceeding; provided that the court having jurisdiction over the proceeding
shall have the right to require the Employee, as part of any judgment against
the Employee, to repay the Company for any monies received from the Company for
such expenses.

                  7.       Certain Restrictions.

                           7.1.     Non-Competition. Subject to the provisions
of this Section 7.1, for the duration of the Term and for a period of one year
after termination of the Term for any reason, the Employee will not, directly or
indirectly, as an officer, director, stockholder, partner, associate, employee,
consultant or owner, become or be interested in, or associated with, any other
corporation, firm or business engaged in a business which is the same as,
similar to or competitive with the business of the Company; provided that the
ownership by the Employee,

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directly or indirectly, of shares of stock of a corporation, which shares are
regularly traded on a national securities exchange or on the over-the-counter
market and which shares do not amount to the lesser of (a) five per cent of the
issued and outstanding shares of such corporation, or (b) an aggregate market
value in excess of $500,000, shall not, in any event, be deemed to be in
violation of the provisions of this Section 7.1. Notwithstanding any provision
contained herein to the contrary, the provisions of this Section 7.1 shall not
apply after a Change in Control or after the non-renewal of the Term pursuant to
Article 2 hereof.

                           7.2.     Mutual Non-Disparagement. During the Term
and for a period of one year thereafter (regardless of any termination under
Article 5 hereof), the Employee agrees that he will not publish or communicate
to any person or entity any "Disparaging" (as defined below) remarks, comments
or statements concerning the Company, its employees, agents, current and former
directors and officers. In addition, during such period, the officers, directors
and employees of the Company shall be instructed not to publish or communicate
to any person or entity any Disparaging remarks, comments or statements
concerning the Employee. For the purposes of this Agreement, "Disparaging"
remarks, comments or statements are those that impugn the character, honesty,
integrity or morality or business acumen or abilities in connection with any
aspect of the operation of business of the individual or entity being
disparaged.

                  8.       Protection of Confidential Information.

                           8.1.     Confidential Information. In view of the
fact that the Employee's work for the Company will bring him into close contact
with many confidential affairs of the Company not readily available to the
public, the Employee agrees:

                                    (a)      To keep secret and retain in the
strictest confidence all confidential matters of the Company, including, without
limitation, trade "know-how", secrets, the names of its customers, suppliers and
contractors, the Company's procedures and policies in purchasing and sales,
including its pricing policies, operational methods and technical processes, and
other business affairs of the Company, learned by him heretofore or hereafter,
and not to disclose them to anyone outside of the Company, either during or
after his employment with the Company, except in the course of performing his
duties hereunder or with the Company's express written consent; and

                                    (b)      To deliver promptly to the Company
on termination of his employment, all memoranda, notes, records, reports,
manuals, drawings and other documents (and all copies thereof) relating to the
Company's business and all property associated therewith, which he may then
possess or have under his control.

                                    (c)      Notwithstanding any provision
contained herein to the contrary, confidential information shall not include
information that is public knowledge (other than by acts by the Employee in
violation of this Section 8.1) and the Employee shall be permitted to disclose
information covered under this Section 8.1 if required by law, an order of court
or a governmental agency with jurisdiction.

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                           8.2.     Survival. The provisions related to
post-termination payments under Article 5, Article 7 and Article 8 shall survive
any termination of this Agreement; provided that the provisions of Section 7.1
shall not apply after a Change in Control or after the non-renewal of the Term
pursuant to Article 2 hereof.

                           8.3.     Specific Performance. The parties recognize
that, because of the nature of the subject matter of this Article 8, it would be
impractical and extremely difficult to determine the Company's actual damages in
the event of a breach of this Article 8 by the Employee. Accordingly, if the
Employee commits a breach, or threatens to commit a breach, of any of the
provisions of Section 8.1, the Company shall be entitled to have the provisions
of said Sections specifically enforced by temporary, preliminary and permanent
injunctive relief without the posting of bond or other security by and court of
competent jurisdiction, notwithstanding the provisions of Article 8 hereof.

                  9.       Notices. All notices, requests, consents and other
communications, required or permitted to be given hereunder, shall be in writing
and shall be deemed to have been duly given if delivered personally, or mailed
first-class, postage prepaid by registered or certified mail (notices shall be
deemed to have been given when so delivered personally) or, if mailed, two days
after the date of mailing, as follows (or to such other address as either party
shall designate by notice so given to the other in accordance herewith):

                  If to the Company, to:

                           Napco Security Systems, Inc.
                           Attention:  Randy B. Blaustein
                           333 Bayview Avenue
                           Amityville, NY 11701

                  If to the Employee, to:

                           Richard Soloway
                           [intentionally omitted]

                   With a copy to:

                           Schulte Roth & Zabel LLP
                           Attention:  Marc Weingarten, Esq.
                           919 Third Avenue
                           New York, NY 10022

                  10.      General.

                           10.1.    Governing Law and Venue. This Agreement
shall be governed by and construed and enforced in accordance with the local
laws of the State of New York applicable to agreements made and to be performed
entirely in New York. Any proceeding

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seeking to enforce any provision of this Agreement shall be brought only in the
courts of the State of New York, sitting in the Borough of Manhattan, City of
New York or in the United States District Court for the Southern District of New
York and the Employee and the Company consent to the exclusive jurisdiction of
such courts.

                           10.2.    Section Headings. The article and section
headings contained herein are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.

                           10.3.    Entire Agreement. This Agreement sets forth
the entire agreement and understanding of the parties relating to the subject
matter hereof, and supersedes all prior agreements, arrangements and
understandings, written or oral, relating to the subject matter hereof. No
representation, promise or inducement has been made by either party that is not
embodied in this Agreement, and neither party shall be bound by or liable for
any alleged representation, promise or inducement not so set forth.

                           10.4.    Successors and Assigns. This Agreement, and
the Employee's rights and obligations hereunder, may not be assigned by the
Employee; provided that the Employee's legal representatives shall have the
rights set forth in Article 5. The Company may assign its rights, together with
its obligations, hereunder in connection with any sale, transfer or other
disposition of all or substantially all of its business or assets; in any event
the obligations of the Company hereunder shall be binding on its successors or
assigns, whether by merger, consolidation or acquisition of all or substantially
all of its business or assets.

                           10.5.    Amendments, Modifications, etc. This
Agreement may be amended, modified, superseded, canceled, renewed or extended
and the terms or covenants hereof may be waived, only by a written instrument
executed by the party to be charged therewith. The failure of either party at
any time or times to require performance of any provision hereof shall in no
manner affect the right at a later time to enforce the same. No waiver by either
party of the breach of any term or covenant contained in this Agreement, whether
by conduct or otherwise, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such breach, or a waiver of
the breach of any other term or covenant contained in this Agreement. The
invalidity or unenforceability of any term or provision of this Agreement shall
in no way impair or affect the balance thereof, which shall remain in full force
and effect.

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                  IN WITNESS WHEREOF, the parties have executed this Agreement
on June 26, 2003.

                           NAPCO SECURITY SYSTEMS, INC.

                           By: /s/ Randy Bruce Blaustein
                               ------------------------------------------------
                               RANDY BRUCE BLAUSTEIN, for the
                               Board of Directors

                               /s/ Richard Soloway
                               ------------------------------------------------
                               RICHARD SOLOWAY

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