<PAGE>   1
                                                                    EXHIBIT 10.2



                         EXECUTIVE EMPLOYMENT AGREEMENT


      THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into this 15th day of November, 2000, to be effective as of November 15, 1998
between TASER International, Incorporated (the "Company"), located at 7339 East
Evans Road, Scottsdale, Arizona 85260 and Thomas P. Smith (the "Executive"),
residing at 5140 East Paradise Lane; Scottsdale, Arizona 85254.

                                    RECITALS:

      WHEREAS, the Company wishes to provide for the continued employment of
Executive as its Chief Financial Officer for the term, and on the conditions,
set forth herein; and

      WHEREAS, Executive desires to be assured of certain minimum compensation
from Company for Executive's services during the term hereof and to be
protected, and compensated, in the event of any change in the control affecting
the Company; and,

      WHEREAS, Company desires reasonable protection of Company's confidential
business and technical information which has been developed by the Company in
recent years at substantial expense.

      NOW, THEREFORE, in consideration of the mutual promises contained herein,
the Company and Executive each intend to be legally bound, covenant and agree as
follows:

1. EMPLOYMENT. Upon the terms and conditions set forth in this Agreement,
Company hereby employs Executive as its Chief Financial Officer, and Executive
accepts such employment. Except as expressly provided herein, the termination of
this Agreement by either party shall also terminate Executive's employment by
Company.

2. DUTIES. Executive shall devote his full-time and best efforts to the Company
and shall fulfill the duties of his position which shall include such duties as
may, from time to time, be assigned to him by the Board of Directors of the
Company, provided such duties are reasonably consistent with Executive's
education, experience and background.

3. TERM. Subject to the provisions of Sections 6 and 11 hereof, Executive's
employment shall commence on the effective date hereof ("Employment Date") and
continue through June 30, 2001, but shall be automatically extended, unless
otherwise terminated in accordance herewith, for an additional two (2) year term
commencing on July 1, 2001 through June 30, 2003, and thereafter, shall be
automatically extended for additional consecutive two (2) year terms on each
July 1, thereafter, unless either party gives written notice to the other of
termination in accordance herewith. In any event, the Agreement shall
automatically terminate, without notice, when Executive reaches 70 years of age.
If employment is continued after the age of 70 by mutual agreement, it shall be
terminable at will by either party.

4. COMPENSATION.



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       (a)  1998-2000 Annual Base Salary. For services rendered under this
            Agreement during the first year (July 1, 1998 through June 30, 1999)
            of this Agreement, Company shall pay Executive a minimum Base Salary
            ("Base Salary") (Base Salary shall mean regular cash compensation
            paid on a periodic basis exclusive of any and all benefits, bonuses
            or other incentive payments made or obligated by Company to
            Executive hereunder) at an annual rate of $65,000, payable in
            accordance with existing payroll practices of the Company. On July
            1, 1999, Executive's Base Salary shall be increased at the
            discretion of the Board of Directors based on performance. In
            subsequent years, based upon extensions of this Agreement,
            Executive's Base Salary shall be adjusted annually based upon a
            performance and compensation review conducted by the Compensation
            Committee of the Company's Board of Directors, and negotiated and
            mutually agreed to, in good faith, between Executive and the
            Company's Board of Directors. Such review will be based upon both
            individual and Company performance and shall be completed by August
            1 of each subsequent year. The foregoing 1998-2000 minimum Base
            Salary for Executive shall not prohibit Company's Board of Directors
            (or the Compensation Committee of Company's Board of Directors ), to
            set Executive's Base Salary during such initial three (3) year term
            at an annual rate greater than that prescribed above; however, in no
            instance shall Executive's Base Salary be less than that set forth
            above.

       (b)  Annual Year-End Cash Bonus. Executive shall also be eligible to earn
            an annual year-end cash bonus which shall be determined by a review
            at the discretion of the Company's Board of Directors.


       (c)  Fringe Benefits. In addition to the compensation and incentive
            payments payable to Executive as provided in Sections 4(a) and (b)
            above:

            (i)   Vacation. Executive shall be entitled to four (4) weeks paid
                  vacation each calendar year. All such paid vacation shall
                  accumulate, so that if Executive's full vacation is not taken
                  in a particular calendar year, any unused portion shall be
                  carried into subsequent years; however, such accumulation
                  shall not exceed an aggregate of four (4) calendar weeks.

            (ii)  Long Term Disability. The Company shall also maintain (so long
                  as such insurance is available at commercially standard rates)
                  long-term disability policy on Executive providing for the
                  payment to age 65 of benefit equivalent to seventy percent
                  (70%) of Executive's annual Base Salary in the event Executive
                  becomes permanently disabled as defined in Section 6(b)(ii).


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            (iii) Other Benefits. The Executive shall be entitled to participate
                  in all other benefit programs offered by the Company to its
                  full-time executive employees, including, but not limited to,
                  health, medical, dental and eye care; Southwest Airlines
                  travel benefits; retirement benefits through the Company's
                  pension and/or profit sharing plans; sick leave benefits; and
                  accidental death and dismemberment coverages.

5. BUSINESS EXPENSES. The Company shall, in accordance with, and to the extent
of, its policies in effect from time to time, bear all customary business
expenses (including the advancement of certain expenses) incurred by the
Executive in performing his duties as an executive of the Company, provided that
Executive accounts promptly such expenses to Company in the manner prescribed
from time to time by the Company.

6. TERMINATION. Subject to the respective continuing obligations of the parties
pursuant to Sections 7, 8, 9, 10,11, 12 and 13, this Agreement may be terminated
prior to the expiration of its then remaining applicable term only as follows:

       (a)  By the Company. The Company may terminate this Agreement under the
            following circumstances:

            (i)   For "Cause". Company may terminate this Agreement on thirty
                  (30) days written notice to Executive for "cause", including,
                  fraud, misrepresentation, theft or embezzlement of Company
                  assets, material intentional violations of law or Company
                  policies, or a material breach of the provisions of this
                  Agreement, including specifically the repeated failure to
                  perform his duties as required by Section 2 hereof after
                  written notice of such failure from Company; however, in the
                  event of termination related to Executive's performance,
                  Executive's termination shall only be effective upon the
                  expiration of a sixty (60) day cure period following a lack of
                  corrective action having been undertaken by Executive during
                  said cure period.

            (ii)  Without "Cause". The Company may terminate this Agreement upon
                  twelve (12) months written notice without "cause." The Base
                  Salary compensation due and owing by the Company to Executive
                  following either of such early terminations of this Agreement
                  shall be paid as set forth at Section 7(a)(iv) hereof.

       (b)  Death and Disability.

            (i)   Death. If Executive should die during the term of this
                  Agreement, this Agreement shall thereupon terminate; provided,
                  however, that the Company shall pay to the Executive's
                  beneficiary or estate the compensation provided in Section
                  7(a)(ii) below.


                                       3.
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            (ii)  Permanent Disability. In the event the Executive should become
                  permanently disabled during the term of this Agreement, this
                  Agreement shall also terminate. For the purposes hereof, a
                  permanent disability shall mean that disability resulting from
                  injury, disease or other cause, whether mental or physical,
                  which incapacitates the Executive from performing his normal
                  duties as an employee, appears to be permanent in nature and
                  contemplates the continuous, necessary and substantially
                  complete loss of all management and professional activities
                  for a continuous period of six (6) months.

            (iii) Partial Disability. If the Executive should become partially
                  disabled, he shall be entitled to his salary as provided
                  herein for a period of nine (9) months. At the end of said
                  period of time, if such Executive remains partially disabled,
                  the disabled Executive's salary shall be reduced according to
                  the amount of time the disabled Executive is able to devote to
                  the Company's business.

            (iv)  Temporary Disability. In the event the Executive should become
                  disabled, but such disability is not permanent, as defined
                  above, such disabled Executive shall be entitled to his salary
                  for a period of nine (9) months. If such temporary disability
                  continues longer than said period of time, then the disabled
                  Executive shall be deemed to have become permanently disabled
                  for the purposes of this Agreement at the end of said nine (9)
                  month period.

7. COMPENSATION PAYABLE FOLLOWING EARLY TERMINATION.

      (a)   In the event of any termination pursuant to Section 6, Executive's
            Base Salary shall be paid as follows:

            (i)   In the event of termination pursuant to Section 6(a)(i) (for
                  "cause"), Executive's Base Salary shall continue to be paid on
                  a semi-monthly basis for sixty (60) days from the effective
                  date of such termination and Executive shall also be entitled
                  to continue to participate in those benefit programs provided
                  by subsections 4(e)(iv-viii) (inclusive), for twelve (12)
                  months following such termination, at Executive's expense;

            (ii)  In the event of termination of this Agreement by reason of
                  Executive's death, Executive's Base Salary shall terminate as
                  of the end of the eighteenth (18th) month following the
                  Executive's death;

            (iii) In the event of termination of this Agreement by reason of
                  disability, Executive's Base Salary shall be terminated as of
                  the end the eighteenth (18th) month period following
                  Executive's inability to perform his duties occurs; and


            (iv)  In the event of any termination by the Company pursuant to
                  Section 6(a)(ii) (without "cause"), Executive's Base Salary
                  shall be continued to be paid on a


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                  semi-monthly basis, but shall terminate at the end of the
                  twelve (12) month period following such written notice of
                  termination by the Company. In lieu of such continued
                  semi-monthly Base Salary, the Company and Executive may agree
                  to a lump-sum distribution to Executive pursuant to such
                  termination in a form, substance and manner mutually
                  acceptable to Company and Executive, pursuant to a written
                  Severance Agreement then mutually negotiated between the
                  Company and Executive in connection with such termination.

       (b)  In the event of termination by reason of Executive's death,
            disability, termination without cause, or any Change in Control, as
            defined at Section 11:

            (i)   Executive shall receive a pro rata portion (prorated through
                  the last day Base Salary is payable pursuant to clauses
                  (a)(ii), (a)(iii) and (a)(iv), respectively) of any bonus or
                  incentive payment (for the year in which death, disability or
                  termination occurred), to which he would have been entitled
                  had he remained continuously employed for the full fiscal year
                  in which death, disability or termination occurred and
                  continued to perform his duties in the same manner as they
                  were performed immediately prior to the death, disability or
                  termination;

            (ii)  The right to exercise any unexpired and non-vested stock
                  options previously granted Executive shall immediately vest
                  and accelerate; and

            (iii) Any and all payments owing to Executive arising from a
                  termination of this Agreement resulting from a permanent or
                  partial disability of Executive shall first be provided and
                  paid pursuant to the Company's existing disability policy, as
                  then in effect, but shall be further supplemented to the
                  extent provided by this Agreement but all such payments due
                  and owing to Executive arising from such permanent or partial
                  disability shall not be cumulative or aggregated.

8. CONFIDENTIAL INFORMATION.

       (a)  For purposes of this Section 8, the term "Confidential Information"
            means information which is not generally known and which is
            proprietary to Company, including: (i) trade secret information
            about Company and its services; and (ii) information relating to the
            business of Company as conducted at any time within the previous two
            (2) years or anticipated to be conducted by Company, and to any of
            its past, current or anticipated products, including, without
            limitation, information about Company's research, development,
            services, purchasing, accounting, engineering, marketing, selling,
            leasing or servicing. All information which Executive has a
            reasonable basis to consider Confidential Information or which is
            treated by Company as being Confidential Information shall be
            presumed to be Confidential Information, whether originated by
            Executive, or by others, and without regard to the manner in which
            Executive obtains access to such information.


                                       5.
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       (b)  Executive will not during the term of this Agreement and following
            expiration or termination of this Agreement, use or disclose any
            Confidential Information to any person not employed by Company
            without the prior authorization of Company and will use reasonably
            prudent care to safeguard, protect and to prevent the unauthorized
            disclosure of, all of such Confidential Information.

9. INVENTIONS.

       (a)  For purposes of this Section 9, the term "Inventions" means
            discoveries, improvements and ideas (whether or not in writing or
            reduced to practice) and works of authorship, whether or not
            patentable or copyrightable: (1) which relate directly to the
            business of Company, or to Company's actual or demonstrably
            anticipated research or development; (2) which result from any work
            performed by Executive for Company; (3) for which equipment,
            supplies, facilities or trade secret information of Company is
            utilized; or (4) which were conceived or developed during the time
            Executive was obligated to perform the duties described in Section
            2.

       (b)  Executive agrees that all Inventions made, authored or conceived by
            Executive, either solely or jointly with others, during Executive's
            employment with Company (except as otherwise provided above), shall
            be the sole and exclusive property of Company. Upon termination of
            this Agreement, Executive shall turn over to a designated
            representative of Company all property in Executive's possession and
            custody belonging to Company. Executive shall not retain any copies
            or reproductions of correspondence, memoranda, reports, notebooks,
            drawings, photographs or other documents relating in any way to the
            affairs of Company which came into Executive's possession at any
            time during the term of this Agreement.

       Executive is hereby notified that this Agreement does not apply to any
invention for which no equipment, supplies, facility, or trade secret
information of Company was used and which was developed initially on the
Executive's own time and: (1) which does not relate: (a) directly to the
business of Company; or (b) to Company's actual or demonstrably anticipated
research or development; or (2) which does not result from any work performed by
Executive for the Company.


                                       6.
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10. NON-COMPETITION. Executive agrees that for a period of eighteen (18) months
following termination of this Agreement for any reason (except in the case of
termination of this Agreement pursuant to Section 11 because of a Change in
Control or any Business Combination or any termination of this Agreement without
cause), he will not directly or indirectly, alone or as a partner, officer,
director, or shareholder of any other firm or entity, engage in any commercial
activity in the United States in competition with any part of Company's
business: (a) that was under the Executive's management or supervision during
the last year of employment by Company; or (b) with respect to which Executive
has Confidential Information as defined in Section 8 of this Agreement.

11. "BUSINESS COMBINATION" OR "CHANGE IN CONTROL".

       (a)  Change in Control. For purposes of this Section 11, a "Business
            Combination" or "Change in Control" with respect to, or concerning,
            the Company shall mean the following:

            (i)   the sale, lease, exchange or other transfer, directly or
                  indirectly of all or substantially all of the assets of the
                  Company (in one transaction or in a series of related
                  transactions) to a person or entity that is not controlled by
                  the Company;

            (ii)  the approval by the shareholders of the Company of any plan or
                  proposal for the liquidation or dissolution of the Company;

            (iii) a merger or consolidation to which the Company is a party if
                  the shareholders of the Company immediately prior to effective
                  date of such merger or consolidation have "beneficial
                  ownership" (as defined in Rule 13d-3 under the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")),
                  immediately following the effective date of such merger or
                  consolidation, of securities of the surviving corporation
                  representing: (A) more than 50%, but not more than 80%, of the
                  combined voting power of the surviving corporation's then
                  outstanding securities ordinarily having the right to vote at
                  elections of directors, unless such merger or consolidation
                  has been approved in advance by the Incumbent Directors; or
                  (B) 50% or less of the combined voting power of the surviving
                  corporation's then outstanding securities ordinarily having
                  the right to vote at elections of directors (regardless of any
                  approval by the Incumbent Directors);


                                       7.
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            (iv)  any person becomes after the effective date of this Agreement
                  the "beneficial owner" (as defined in Rule 13d-3 of the
                  Exchange Act), directly or indirectly, of: (A) 20% or more,
                  but not 50% or more, of the combined voting power of the
                  Company's outstanding securities ordinarily having the right
                  to vote at elections of directors, unless the transaction
                  resulting in such ownership has been approved in advance by
                  the Incumbent Directors; or (B) 50% or more of the combined
                  voting power of the Company's outstanding securities
                  ordinarily having the right to vote at elections of directors
                  (regardless of any approval by the Incumbent Directors);

            (v)   the Incumbent Directors cease, for any reason, to constitute
                  at least a majority of the Company's Board; or

            (vi)  a change in control of the Company of a nature that would be
                  required to be reported pursuant to Section 13 or 15(d) of the
                  Exchange Act, whether or not the Company is then subject to
                  such reporting requirements.

       (b)  Incumbent Directors. For purposes of this Section 11, the term
            "Incumbent Directors" shall mean any individual who is a member of
            the Board of the Company on the effective date of this Agreement, as
            well as any individual who subsequently becomes a member of the
            Board whose election, or nomination for election by the Company's
            shareholders, was approved by a vote of at least a majority of the
            then Incumbent Directors (either by specific vote or by approval of
            the Proxy Statement of the Company in which such individual is named
            as a nominee for director without objection to such nomination).

       (c)  Executive's Option to Terminate This Agreement. It is expressly
            recognized by the parties that a Business Combination would
            necessarily result in material alteration or diminishment of
            Executive's position and responsibilities. Therefore, if, during the
            term of this Agreement, there shall occur, with or without the
            consent of Company, any Business Combination or Change in Control,
            Executive shall have an exclusive option to terminate this Agreement
            on twenty (20) calendar days' notice to the Company.

      (d)   Compensation Payable to Executive Upon Termination Following a
            Change in Control. It is expressly recognized that Executive's
            position with Company and agreement to be bound by the terms of this
            Agreement represent a commitment in terms of Executive's personal
            and professional career which cannot be reduced to monetary terms,
            and thus, necessarily constitutes a forbearance of options now and
            in the future open to Executive in Company's areas of endeavor.
            Accordingly, in the event Executive elects to terminate this
            Agreement in connection with any Business Combination or Change in
            Control under this Section 11:

            (i) Executive shall be under no obligation whatever to seek other
            employment opportunities during any period between termination of
            this Agreement under this Section 11 and the expiration of
            Executive's then unexpired two (2) year term of this Agreement as it
            existed at the time of termination, or twenty-four (24) months,


                                       8.
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            whichever is longer, and Executive shall not be obligated to accept
            any other employment opportunity which may be offered to Executive
            during such period;

            (ii) During such unexpired term of this Agreement, or for
            twenty-four (24) months thereafter, whichever is longer, Executive
            shall continue to receive on a semimonthly basis, Executive's Base
            Salary then in effect upon the date of such notice to the Company
            hereunder;

            (iii) In lieu of the continued cash compensation provided in Section
            11(d)(ii) above, Executive may elect, in writing, to receive from
            the Company a lump sum cash settlement in an amount equal to 199% of
            Executive's then existing Base Salary (at the rate in effect
            immediately prior to such Business Combination); provided, however,
            Executive's election to receive a lump sum cash settlement from the
            Company, in lieu of the semi-monthly payments specified above, shall
            occur and be paid within 90 days of the termination of this
            Agreement arising from any such Business Combination or any Change
            in Control.

            (iv) Executive's termination of this Agreement by reason of a Change
            in Control described in this Section 11 and the receipt by Executive
            of any amounts pursuant to subsection 11(d), shall not preclude
            Executive' continued employment with Company, or the surviving
            entity in any Business Combination, on such terms as shall then be
            mutually negotiated between Company (or any such surviving entity)
            and Executive following such termination;

            (v) The right to exercise all unexpired and non-vested stock options
            in favor of Executive shall immediately vest and accelerate;

            (vi) Executive shall be entitled to continue to participate in those
            benefit programs and perquisites provided by subsection 4(c) hereof,
            for twenty-four (24) months following termination, at the Company's
            expense; and

            (vii) Notwithstanding any other provisions of this Agreement, or any
            other agreement, contract or understanding heretofore, or hereafter,
            entered into between the Company and Executive, if any "payments"
            (including without limitation, any benefits or transfers of property
            or the acceleration of the vesting of any benefits) and the nature
            of compensation under any arrangement that is considered contingent
            on a change in control for purpose of Section 2800 of the Internal
            Revenue Code of 1986, as amended (the "Code"), together with any
            other payments that Executive has the right to receive from the
            Company, or any corporation that is a member of an "affiliated
            group" (as defined in Section 1504A of the Code without regard to
            Section 1504B of the Code), of which the Company is a member, would
            constitute a "parachute payment" (as defined in Section 2800 of the
            Code), the aggregate amount of such payments shall be reduced to
            equal the largest amount as would result in no portion of such
            payments being subject to the excise tax imposed by Section 4999 of
            the Code; provided however, Executive shall be entitled to designate
            and select among such payments that will be reduced, and/or
            eliminated, in order to comply with the forgoing provision of the
            Code.


                                       9.
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12. NO ADEQUATE REMEDY. The parties declare that is impossible to measure in
money the damages which will accrue to either party by reason of a failure to
perform any of the obligations under this Agreement. Therefore, if either party
shall institute any action or proceeding to enforce the provisions hereof, such
person against whom such action or proceeding is brought hereby waives the claim
or defense that such party has an adequate remedy at law, and such person shall
not urge in any such action or proceeding the claim or defense that such party
has an adequate remedy at law.

13. MISCELLANEOUS.

      (a)   Successors and Assigns. This Agreement shall be binding upon and
            inure to the benefit of all successors and assigns of the Company,
            whether by way of merger, consolidation, operation of law,
            assignment, purchase or other acquisition of substantially all of
            the assets or business of Company and shall only be assignable under
            the foregoing circumstances and shall be deemed to be materially
            breached by Company if any such successor or assign does not
            absolutely and unconditionally assume all of Company's obligations
            to Executive hereunder. Any such successor or assign shall be
            included in the term "Company" as used in this Agreement.

       (b)  Notices. All notices, requests and demands given to, or made,
            pursuant hereto shall, except as otherwise specified herein, be in
            writing and be delivered or mailed to any such party at its address
            which:

           (i)           In the case of Company shall be:

                         TASER International, Incorporated
                         7339 East Evans Road
                         Scottsdale, Arizona 85260

                         With a copy to:

                         Thomas P. Palmer, Esq.
                         Tonkon Torp, LLP
                         1600 Pioneer Tower
                         888 SW Fifth Avenue
                         Portland, Oregon 97204


            (ii)         In the case of the Executive shall be:

                         Thomas P. Smith
                         5140 East Paradise Lane
                         Scottsdale, Arizona 85254.

      Either party may, by notice hereunder, designate a change of address. Any
notice, if mailed properly addressed, postage prepaid, registered or certified
mail, shall be deemed dispatched on the registered date or that stamped on the
certified mail receipt, and shall be deemed received within the


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fifth business day thereafter, or when it is actually received, whichever is
sooner.

       (c)  Captions. The various headings or captions in this Agreement are for
            convenience only and shall not affect the meaning or interpretation
            of this Agreement.

       (d)  Governing Law. The validity, construction and performance of this
            Agreement shall be governed by the laws of the State of Arizona. Any
            dispute involving or affecting this agreement, or the services to be
            performed shall be determined and resolved by binding arbitration in
            the County of Maricopa, State of Arizona, in accordance with the
            Commercial Arbitration Rules of the American Arbitration
            Association.

       (e)  Construction. Wherever possible, each provision of this Agreement
            shall be interpreted in such manner as to be effective and valid
            under applicable law, but if any provision of this Agreement shall
            be prohibited by or invalid under applicable law, such provision
            shall be ineffective only to the extent of such prohibition or
            invalidity without invalidating the remainder of such provision or
            the remaining provisions of this Agreement.

       (f)  Waivers. No failure on the part of either party to exercise, and no
            delay in exercising, any right or remedy hereunder shall operate as
            a waiver thereof, nor shall any single or partial exercise of any
            right or remedy hereunder preclude any other or further exercise
            thereof or the exercise of any right or remedy granted hereby or by
            any related document or by law.

       (g)  Modification. This Agreement may not be, and shall not be, modified
            or amended except by a written instrument signed by both parties
            hereto.

       (h)  No Conflicting Business. Executive agrees that he will not, during
            the term of this Agreement, transact business with the Company
            personally, or as an agent, owner, partner, shareholder of any other
            entity; provided, however, Executive may enter into any business
            transaction that is, in the opinion of the Company's Board of
            Directors, reasonable, prudent or beneficial to the Company, so long
            as any such business transaction is at arms-length as though between
            independent and prudent individuals and is ratified and approved by
            the designated members of the Company's Board of Directors.

      (i)   Entire Agreement. This Agreement constitutes the entire Agreement
            and understanding between the parties hereto in reference to all the
            matters herein agreed upon; provided, however, that this Agreement
            shall not deprive Executive of any other rights Executive may have
            now, or in the future, pursuant to law or the provisions of Company
            benefit plans.

      (j)   Counterparts. This Agreement shall be executed in at least two
            counterparts, each of which shall constitute an original, but both
            of which, when taken together, will constitute one in the same
            instrument.

      (k)   Amendment.  This Agreement may be modified only by written agreement
            executed


                                      11.
<PAGE>   12
            by both parties hereto.


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered the day and year first above written.



                                    TASER INTERNATIONAL, INCORPORATED


                                    By:   /s/ Phil Smith
                                          ------------------------
                                    Its:  Chairman
                                          ------------------------


                                    EXECUTIVE

                                    /s/ Thomas P. Smith
                                    ----------------------------------
                                    Thomas P. Smith

                                      12.