EXHIBIT 10.25
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Side letter to the agreement made the 8th February 1996
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between Vicon Industries Ltd and Xxxxxxxxxxx X Xxxx
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The following salary and bonus arrangements for Xxxxxxxxxxx X Xxxx will apply
for the fiscal year ending 30 September 2006:
1. Salary
Your basic salary will remain at (pound)95,000 per annum.
2. Bonus
There will be two elements of bonus, a sales-related bonus and a
profit-related bonus. Each element is to be based on the combined results
of Vicon Europe and Videotronic, Germany. The calculations will be as
follows:
2.1 Sales-related bonus
The sales-related bonus is to be calculated and paid on a quarterly
cumulative basis. Net combined invoiced sales for the Company are to be
measured against a threshold and a payment made for each full
(pound)100,000 of sales above the threshold.
The threshold for payment of a sales-related bonus will be (pound)10.4
million for the full year. For achievement above threshold the following
rates of bonus will be earned:
Vicon/Videotronic combined
Total sales for year Payment per (pound)100,000 of sales
in the range
between (pound)10.4m and (pound)13.0m (pound)1000
above (pound)13.0m (pound)1500
Net sales for the purposes of this calculation are to exclude the
installation elements of any large project that is not taken at normal
profit rates.
All sales bonuses payable under this sales-based element are subject to a
retention amount equivalent to two weeks of base salary, until the end of
the bonus year. At that time, a final accounting will be done and if
amounts paid during the year total more than the amounts earned, then the
difference is not refundable. The final sales figure (before the reduction
for installation elements) for the purposes of this calculation shall be
sales as per the audited final accounts. For each of the first three
quarterly cumulative calculations, each of the annual figures above will be
multiplied by 25%, 50% and 75% respectively.
2.2 Profit-related bonus
A bonus will be paid at the end of the financial year based on the audited
pre-tax operating profits of the combined companies, Vicon Europe and
Videotronic, Germany, before this bonus. Pre-tax operating profits are
defined as profit before tax but after interest charges and after adding
back any R&D charges from Vicon Israel or Vicon US under the R&D Agreement
dated 1st October 2000 and the Amendment dated 1st October 2002.
The profit-related bonus will be paid on the following formula:
profit range % payment
first (pound)200,000 of pre-tax operating profit 2.5%
next (pound)200,000 of pre-tax operating profit 3.5%
above (pound)400,000 of pre-tax operating profit 4.5%
Any other adjustments to the pre-tax operating profit shall be agreed in
writing prior to inclusion in the UK accounts.
Any further bonus payments for results exceeding those set out here will be
at the discretion of the Board of Directors.
Agreed this 18th day of November 2005:
______________________________ _____________________________
Xxxxxxx X Xxxxx Xxxxxxxxxxx X Xxxx
Vicon Industries Ltd
