EXHIBIT 10.10
Side letter to the agreement made the 14th November 2007
between Vicon Industries Ltd and Christopher J Wall
The following salary and bonus arrangements for Christopher J Wall will apply for the fiscal year ending 30 September 2010:
| 1. | Salary |
| Your basic salary will remain at £103,000 per annum. |
| 2. | Bonus |
| A profit-related bonus will be paid based upon the sales and the pre-tax profit of the consolidated results of Vicon Industries Ltd and Vicon Deutschland GmbH. The calculation will be as follows: |
A bonus will be paid at the end of the financial year based on the audited consolidated sales and the pre-tax operating profit before this bonus. Pre-tax operating profits are defined as consolidated profit before tax but after adding back any R&D charges from Vicon Israel (under an R&D Services Agreement dated 1st October 2000 and as Amended on 1st October 2002) and Vicon US (under an R&D Agreement dated 1st October 2006). |
| The profit-related bonus will be calculated based on the following formula: |
| Consolidated sales | % of pre-tax operating profit payment |
| Less than £12.5m | 3.0% |
| Between £12.5m and £13.25m | 4.5% |
| Between £13.25m and £14.0m | 5.5% |
| Above £14.0m | 6.5% |
| 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 2009: |
/s/ Kenneth M. Darby /s/ Christopher J. Wall
Kenneth M Darby Christopher J Wall
Vicon Industries Ltd