EXHIBIT 10.5
Xx. Xxxxxx X. Xxxxx
Vicon Industries, Inc.
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, XX 00000
October 1, 1995
Dear Xxxxxx:
After the recent discussions between you and the Compensation Committee, it
is mutually agreed that you will be employed by the Company as its Executive
Vice President for a period of no less than two years at an annual salary of
$150,000. plus benefits as previously outlined in the minutes of the Board of
Directors. This agreement will be reviewed by the Compensation Committee of the
Board of Directors at the end of one year, and can be extended for an additional
year at that time.
Should a change of control of the Company occur, you may elect to terminate
your employment and receive a lump sum severance payment. Such severance payment
shall mean the amount that is equal to two times your annual salary reduced by
the salary amounts paid to you from the date of this agreement.
A "Change of Control" shall be deemed to have occurred at such time as (i)
any other entity or "person" (as defined in sections 13 (d) and 14 (d) of the
Securities Exchange Act of 1934) shall become directly or indirectly a
beneficial owner (as defined in Rule 13D-3 under such Act) of securities of the
Company representing 20% or more (or in the case of Chugai Boyeki Co., Ltd., and
its affiliates, 35% more) of the outstanding shares of capital stock of the
Company or (ii) a majority of the members of the Board of Directors of the
Company or any successor by merger or assignment of assets or otherwise, shall
be persons other
Xx. Xxxxxx X. Xxxxx
Page 2
than members of the Board of Directors of the Company on the date of this
agreement or (iii) the Company executes a "Company Sale Agreement".
"Company Sale Agreement" means an agreement to which the Company is a party
that contemplates that more than half of the assets of the Company are
transferred to another entity or that upon consummation of the transaction
contemplated by such agreement, a Change of Control as defined in clauses (i) or
(ii) of the preceding paragraph shall occur or have occurred.
If you elect to receive lump sum payment, such payment shall be made within
30 days of the Company's receipt of your notice of such election, except that,
in the case of the Company's execution of a Company Sale Agreement, the payment
shall be made no later than the time of closing under such agreement.
I trust this is your understanding of our discussions, and, if so, please
sign where indicated.
Cordially,
Xxxxxx X. Xxxxx Xxxxx X. Xxxxxxx
Executive Vice President Chairman, Compensation Committee
PFN/jlw
