EMPLOYMENT AGREEMENT
EXBIBIT
10.1
AGREEMENT,
effective as of October 1, 2007, 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, 2008.
3. Compensation.
A.
The
Company shall pay Xxxxx a base salary of
$400,000 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.
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.
D.
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 five (5) weeks 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 shal inure to the benfit of, and be binding upon, the
Company, its successor, and assigns.
E.
This Agreement is intended to supersede, on its effective date, an Employment
Agreement dated October 1, 2006 between the Company and Xxxxx.
IN
WITNESS WHEREOF, the parties hereto have duly executed this
Agreement.
VICON INDUSTRIES, INC.
/s/
Xxxxxxx X.
Xxxxx
By/s/
Xxxxx X. Xxxxxxx
Xxxxxxx
X.
Xxxxx
Xxxxx X. Xxxxxxx
Chairman
Compensation
Committee
