EXHIBIT 10.1
EMPLOYMENT AGREEMENT
AGREEMENT, effective as of October 1, 2006, between XXXXXXX X. XXXXX
(hereinafter called "Xxxxx") and VICON INDUSTRIES, INC., a New York corporation,
having its principal place of business at 00 Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx
00000 (hereinafter called the "Company").
WHEREAS, Xxxxx has previously been employed by the Company, and
WHEREAS, the Company and Xxxxx mutually desire to assure the continuation
of Xxxxx'x services to the Company,
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein set forth, the parties covenant and agree as follows:
1. Employment. The Company shall employ Xxxxx as its Chief Executive
Officer (CEO) throughout the term of this Agreement, and Xxxxx accepts such
employment.
2. Term. The term of this Agreement shall commence as of the date of
this Agreement and expire on September 30, 2007.
3. Compensation.
A. The Company shall pay Xxxxx a base salary of $325,000 per
annum. Xxxxx'x salary shall be paid to him through the end of the term
even if he should relinquish the CEO title and no longer have the
responsibilities as CEO.
B. In connection with any succession planning program, should the
Company hire an individual (the "new hire") whose annual salary plus
any guaranteed bonus for fiscal year 2007 exceed that of Xxxxx then
Xxxxx'x salary shall be automatically increased to a rate equal to the
combination of salary and guaranteed bonus of the new hire on the
start date of the new hire. In addition, Xxxxx shall be entitled to a
fiscal year 2007 bonus in an amount not less than any performance
based bonus paid to the new hire for such fiscal year (excluding any
new hire sign-on bonus). Any bonus due Xxxxx under this section shall
be reduced by any performance based bonus earned and owed Xxxxx for
fiscal year 2007. Such bonus shall be paid no later than December 31,
2007.
X. Xxxxx'x base salary shall be payable monthly or bi-weekly.
X. Xxxxx shall also be entitled to fully paid family medical,
dental, and hospital coverage utilizing doctors and hospitals of his
choosing and continuation of Xxxxx'x individual long term disability
insurance.
E. The Company may only terminate this Agreement for reasons of
"Gross Misconduct". "Gross Misconduct" shall mean(a) a wilful,
substantial and unjustifiable refusal to substantially perform the
duties and services required by this Agreement; (b) fraud,
misappropriation or embezzlement involving the Company or its assets;
or (c) conviction of a felony involving moral turpitude.
4. Extent and Places of Services; Vacation
X. Xxxxx shall establish the strategic vision, operating policy
and direct, supervise and oversee the operations of the Company. He
shall advise and report to the Board of Directors. Xxxxx shall also
assume and perform such additional reasonable responsibilities and
duties as the Board of Directors and he may from time to time agree
upon.
X. Xxxxx shall devote his full time, attention, and energies to
the business of the Company.
X. Xxxxx shall not be required to perform his services outside
the Hauppauge, New York area or such other area on Long Island, New
York as shall contain the location of the Company's headquarters.
D. The Company shall provide Xxxxx with office space, secretary,
telephones and other office facilities appropriate to his duties.
X. Xxxxx shall be entitled to one month's paid vacation per
annum. Xxxxx shall not be entitled to any payment of unused vacation
or sick time at the conclusion of this Agreement.
5. Covenant not to Compete. Xxxxx agrees that during the term of this
Agreement and for a period of five years thereafter unless the Company
shall breach this agreement, he shall not directly or indirectly anywhere
in the world engage in, or enter the employment of or render any services
to any other entity engaged in, any business of a similar nature to or in
competition with the Company's business of designing, manufacturing and
selling CCTV security equipment and protection devices anywhere in the
United States, Europe and Asia. Xxxxx further acknowledges that the
services to be rendered under this Agreement by him are special, unique,
and of extraordinary character and that a material breach by him of this
section will cause the Company to suffer irreparable damage; and Xxxxx
agrees that in addition to any other remedy, this section shall be
enforceable by negative or affirmative preliminary or permanent injunction
in any Court of competent jurisdiction.
6. Termination Payment on Change of Control.
A. Notwithstanding any other provision of this Agreement, if a
"Change of Control" occurs Xxxxx, at his option, may elect to
terminate his obligations under this Agreement and to receive a lump
sum termination payment, without reduction for any offset or
mitigation, in an amount equal to the balance owing under this
Agreement.
B. A "Change of Control" shall be deemed to have occurred if any
entity shall directly or indirectly acquire a beneficial ownership of
50% or more of the outstanding shares of capital stock of the Company
or any other event meeting the definition of "Change of Control" under
IRS Section 409A.
X. Xxxxx'x option to elect to terminate his obligations and to
receive a lump sum termination payment may be exercised only by
written notice delivered to the Company within 30 days following the
date on which Xxxxx receives actual notice of Change of Control.
D. The lump sum payment shall be made within 30 days of the
Company's receipt of Xxxxx'x notice of election.
7. Death or Disability. The Company may terminate this Agreement, if
during the term of this Agreement Xxxxx becomes so disabled for a period of
six months that he is substantially unable to perform his duties under this
Agreement throughout such period. In addition, this Agreement shall
automatically terminate upon Xxxxx'x death. Such termination shall not
release the Company from liability to Xxxxx for compensation earned to the
date of the termination under this section.
8. Arbitration. Any controversy or claim arising out of, or relating
to this Agreement, or the breach thereof, shall be settled by arbitration
in the City of New York in accordance with the rules of the American
Arbitration Association then in effect, and judgement upon the award
rendered be entered and enforced in any court having jurisdiction thereof.
9. Miscellaneous.
A. This agreement may not be waived, changed, modified or
discharged orally, but only by agreement in writing, signed by
the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
B. This Agreement shall be governed by the laws of New York
applicable to contracts between New York residents and made and
to be entirely performed in New York.
C. If any part of this Agreement is held to be unenforceable
by any court of competent jurisdiction, the remaining provisions
of this Agreement shall continue in full force and effect.
D. This Agreement shall inure to the benefit of, and be
binding upon, the Company, its successor, and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
VICON INDUSTRIES, INC.
/s/ Xxxxxxx X. Xxxxx By /s/ Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxx
Chairman
Compensation Committee
Date: November 10, 2006
