EXHIBIT 10.3
Amendment 1 to the Employment and Deferred Compensation Agreement dated as of
January 1, 2006 (the "Agreement), between Xxxx X. Xxxxx ("Xxxxx") and VICON
INDUSTRIES, INC. (the "Company").
WHEREAS, XXXXX and the Company mutually desire to modify the Agreement
compensation and conform the Agreement to the requirements of Section 409A of
the Internal Revenue Code.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein set forth, the parties covenant and agree as follows:
1. Section 3(A) of the Agreement is amended to read as follows:
"A. The Company shall pay XXXXX a base salary of $180,000 per
annum effective October 1, 2006, subject to periodic adjustment as
determined by the CEO of the Company with Board of Directors approval,
but in any event shall not be less than the base salary so indicated."
2. Sections 6(A) and 6(C) of the Agreement are amended to read as
follows:
"A. Notwithstanding any other provision of this Agreement, if a
"Change of Control" occurs without the consent of the Board of
Directors, XXXXX, at his option, may elect to terminate his rights and
obligations under this Agreement and to receive a termination payment,
without reduction for any offset or mitigation, in an amount equal to
three times his average annual base salary for the five years
preceding the Change of Control in a lump sum to be paid within thirty
(30) days after the Change of Control occurs. In selecting this
option, the Company shall have no obligation to XXXXX for any
severance payments under paragraph 5."
C. Delete.
3. A new Section 11, as set forth below, is added to the Agreement:
"11. Certain Deferrals Required by IRC Section 409A.
Notwithstanding any other provision of this Agreement, if any
payments or benefits provided by this Agreement constitute deferred
compensation payments made to a "specified employee" following a
"separation from service" under Section 409A of the Internal Revenue
Code and if such payments are not exempt therefrom, then to the extent
required by subparagraph (a)(2)(B)(i) of such Section, such payments
or benefits that are due and payable within the first six months from
the date of separation will be deferred and paid to XXXXX on the day
(the "Deferral Date") following the date that is six months following
such separation from service. Any payment or benefit deferred under
this Section 11 shall bear interest for the six-month deferral period,
payable on the Deferral Date, at an annual rate that is two (2)
percentage points above the annual interest rate of six (6) month
Treasury bills as of the date of separation from service."
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
effective this 13th day of November 2006.
VICON INDUSTRIES, INC.
/s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxx X. Xxxxx Xxxxxxx X. Xxxxx
CEO
