EXHIBIT 10.23
EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT, dated as of October 1, 2003 between XXXXX XXXXX
(hereinafter called "Abiri") and Vicon Systems, Ltd., a Israeli corporation,
having its principal place of business at 13 Gan Rave Avenue, Industrial Zone,
X.X. X. 00, Xxxxx 00000, Xxxxxx (hereinafter called "VSL").
WHEREAS, Abiri has previously been employed by VSL,
WHEREAS, VSL and Abiri mutually desire to assure the continuation of
Abiri's services to VSL,
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein set forth, the parties covenant and agree as follows:
1. Employment VSL shall employ Abiri as its General Manager throughout
the term of this Agreement, and Abiri hereby accepts such employment.
2. Term The term of this Agreement shall commence as of the date of this
Agreement and end on September 30, 2005 unless terminated earlier by
VSL for cause.
3. Compensation
A. VSL shall pay Abiri a base salary of $160,000 per annum. Such
base salary shall be payable monthly or bi-weekly.
X. Xxxxx shall also be entitled to a fiscal year end Performance
Bonus beginning with fiscal year 2004, but only if the
consolidated audited financial results of Vicon Industries, Inc.
and subsidiaries (Vicon) reflects a fiscal year end profit, as
follows:
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Performance Bonus
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Amount Criteria
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a) 10% of base salary Vicon Consolidated Net Sales is above planned target
b) 25% of base salary Vicon Consolidated Net Sales is 10% above planned target
c) 50% of base salary Vicon Consolidated Net Sales is 20% above planned target
For fiscal year 2004, the planned revenue target is $57 million U.S. dollars.
The sales target for fiscal year 2005 shall be established each year by
budget. Vicon Industries, Inc. Consolidated Net Sales shall be exclusive of
sales from an acquired business whose sales are not included in an annual budget
plan.
X. Xxxxx shall also be entitled to participate in employee benefit
plans as may be required by Israeli law or are offered to other full-time
employees of VSL.
4. Expenses VSL will provide Abiri with an automobile to be agreed upon by
the parties. In addition, VSL will pay all prudent and reasonable costs of
operation of such automobile, such as gas, repairs and insurance.
5. Change of Control Should a majority, 51% or more, of the common stock of
Vicon Industries, Inc. be owned and controlled by an entity or individual other
than the Officers and Directors of Vicon Industries, Inc. existing at the date
of this Agreement, then Abiri, at his own option, may resign from VSL and such
resignation shall be considered involuntary.
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6. Covenant not to Compete Abiri agrees that during the term of this
Agreement and for a period of five years thereafter, he shall not directly or
indirectly within the United States, Europe, or Israel, 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 VSL's or Vicon's business of designing,
manufacturing, marketing and selling video systems and equipment in the United
States, Europe, or Israel. Abiri further acknowledges that the services rendered
by him under this Agreement are special, unique, and of extraordinary character
and that a material breach by him of this section will cause VSL, TeleSite and
Vicon to suffer irreparable damage; and Abiri 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.
Abiri acknowledges that he may only be released from this covenant if VSL
materially breaches this agreement or Vicon U.S.A. provides a written release to
Abiri of this provision.
7. Death or Disability VSL may terminate this Agreement, at its sole option
and determination, if during the term of this Agreement (a) Abiri dies or (b)
Abiri becomes so disabled for a period of six months that he is substantially
unable to perform his duties under this Agreement for such period.
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
Tel Aviv in accordance with the rules of the Israeli Arbitration Board, then in
effect, and judgement upon the award rendered to be entered and enforced in any
court having jurisdiction thereof.
9. Miscellaneous
A. This Agreement contains the entire agreement between the parties and
supersedes all prior agreements by the parties whether written or verbal,
including the Employment Agreement dated October 1, 2001 between Abiri and QSR
Ltd.
B. 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.
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C. This Agreement shall be governed by the laws of the State of Israel.
D. 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.
10. This Agreement shall inure to the benefit of, and be binding upon, VSL,
TeleSite or Vicon, its successors, and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement.
VICON SYSTEMS, LTD.
By /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Chairman
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/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
