AGREEMENT, effective as of the 9th day of August, 1999, between NAPCO SECURITY SYSTEMS, INC.,
a Delaware corporation (the "Company"), and the individuals listed on the signature page (each an "Indemnitee"
and collectively the "Indemnitees").
WHEREAS, Indemnitee is a director, officer or employee of the Company; and
WHEREAS, both the Company and the Indemnitee recognize the risk of litigation and other claims being
asserted against corporate agents or public companies in today's environment; and
WHEREAS, the Articles of Incorporation and Bylaws of the Company permit the Company to indemnify and
advance expenses to its directors and officers to the fullest extent now or hereafter authorized or permitted by
NOW, THEREFORE, in consideration of the premises and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Certain Definitions.
(a) Approved Counsel shall mean any attorney or law firm located and selected by an Indemnitee and reasonably
acceptable to the Company.
(b) Board of Directors shall mean the Board of Directors of the Company.
(c) Claim shall mean any threatened, pending or completed action, suit or proceeding, or any inquiry or
investigation, whether instituted by the Company or any other party, that an Indemnitee in good faith believes
might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative,
investigative or other and shall also include litigation of the type described in Section 3(b), 3(c) or 5.
(d) Expenses shall include attorneys' fees of approved counsel and all other costs, expenses, disbursements, and
obligations paid or incurred in connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any
Indemnifiable Event, including any litigation described in Section 3(b), 3(c) or 5 together with interest calculated
at the Company