EXHIBIT 10.2
Common Stock Lock-up Agreement
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The Board of Directors
Vicon Industries, Inc. (the "Company")
I, Xxxxxxx X. Xxxxx (hereinafter "Xxxxx"), in consideration of the
Company's entering into a new Employment Agreement dated November 10, 2006 with
Xxxxx, hereby agree that for a period from the date hereof to September 30, 2008
(the "Lock-up Period"), Xxxxx will not, without the prior consent of a majority
of the Board of Directors (1) directly or indirectly, issue, offer, agree to
sell or sell any of his currently owned 320,000 shares of Vicon Industries, Inc.
Common Stock (par value $.01) to any person; or (2) enter into any swap or
similar agreement that transfers, in whole or in part, the economic risk of
ownership of the Common Stock of the Company; except that Xxxxx may use shares
owned by Xxxxx to exercise stock options under any Vicon Stock Option Plan and
Xxxxx may sell shares subject to the provisions of the Securities and Exchange
Commission Rule 144 for Officers and Directors up to a maximum of 50,000 shares
in each year of the two year lock-up period (for a total of 100,000 shares).
Further, should Xxxxx'x employment with the Company end due to disability as
defined in his employment agreement dated November 10, 2006; or involuntary
discharge without cause; or Xxxxx'x death, or deemed ended as a result of the
sale of more than 50% of the Common Stock or assets of the Company to any
person, then this Agreement shall terminate as of the date of any such event.
The agreements provided herein shall be effective from the date hereof and
throughout the Lock-up Period unless the Company or the Board of Directors
breaches or defaults on Xxxxx'x Employment Agreement dated November 10, 2006 or
any bonus plan to which Xxxxx is a party in which case this Agreement and all
restrictions upon Xxxxx shall be terminated as of the date of any such event.
Dated: November 10, 2006
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chairman and CEO
