EXHIBIT 10.22
EMPLOYMENT AGREEMENT
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AGREEMENT, dated as of January 1, 2004, between John M. Badke (hereinafter
called "BADKE") and VICON INDUSTRIES, INC., a New York corporation, having its
principal place of business at 89 Arkay Drive, Hauppauge, New York 11788
(hereinafter called the "Company").
WHEREAS, the Company and BADKE mutually desire to assure the continuation
of BADKE's 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.
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The Company shall employ BADKE as its Vice President of Finance and Chief
Financial Officer throughout the term of this Agreement, and BADKE hereby
accepts such employment.
2. Term.
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The term of this Agreement shall commence as of the date of this Agreement
and end on December 31, 2005 unless terminated earlier by the Company.
3. Compensation.
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A. The Company shall pay BADKE a base salary of $150,000 per annum,
subject to periodic adjustment as determined by the CEO of the Company
with Board of Directors approval, but in any event shall not be less
than the base salary so indicated.
B. BADKE's base salary shall be payable monthly or bi-weekly.
C. BADKE shall also be entitled to participate, if a full time
employee, in any life insurance, medical, dental, hospital,
disability, 401(k) or other benefit plans as may from time to time be
made available to the officers of the Company, subject to the general
eligibility requirements of such plans.
4. Covenant not to Compete.
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BADKE agrees that during the term of this Agreement and for a period of 24
months thereafter, he shall not directly or indirectly within the United
States or Europe 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 video security and surveillance equipment and
protection devices anywhere in the United States and Europe. BADKE 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 BADKE 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. BADKE acknowledges that
he may only be released from this covenant if the Company materially
breach's this agreement or provides a written release of this provision.
5. Severance Payment on Certain Terminations or Events.
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A. If either Badke retires (anytime after attaining the minimum
retirement age of 60) or the Company terminates Badke's employment
with the Company for reasons other than "Misconduct"; or dies while
still a full time employee, or is terminated under paragraph 7 herein,
then Badke, or his survivor shall be entitled to receive severance or
retirement payments as the case may be, without reduction for any
offset or mitigation, in an amount equal to $300,000. This Section 5
shall survive the expiration of this Agreement. If this Agreement
expires and Badke is required to perform his services outside of Long
Island or is required to take any salary reduction, then Badke's
employment shall be deemed to have been effectively terminated under
this Section 5.
B. "Misconduct" shall mean (a) a willful, substantial and
unjustifiable refusal or inability, due to drug or alcohol impairment,
to perform substantially the duties and services required of his
position; (b) misappropriation or embezzlement involving the Company
or its assets; (c) conviction of a felony involving moral turpitude;or
(d) conviction of fraud in a court of law.
C. In the event of payment of severance under this section 5, such
payments shall be in lieu of any other obligation by the Company for
accrued compensation benefit of any kind at the time of termination.
Post termination stock option exercises in accordance with Plan
provisions are excepted.
D. The severance amount shall be paid in equal monthly payments over a
24-month period. Should Badke be in violation of Paragraph 4,
severance payments shall cease at that time.
6. Termination Payment on Change of Control.
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A. Notwithstanding any other provision of this Agreement, if a "Change
of Control" occurs without the consent of the Board of Directors,
BADKE, at his option, may elect to terminate his rights and
obligations under this Agreement and to receive a termination payment,
without reduction for any offset or mitigation, in an amount equal to
three times his average annual base salary for the five years
preceding the Change of Control, in either present value lump sum or
extended payments over three years as BADKE shall elect.
B. A "Change of Control" shall be deemed to have occurred if any
entity or person shall directly or indirectly acquire beneficial
ownership of 50% or more of the then outstanding shares of capital
stock of the Company.
C. BADKE's option to elect to terminate his obligations and to receive
a termination payment as either a present value lump sum or extended
payments may be exercised only by written notice delivered to the
Company within 90 days following the date on which BADKE receives
actual notice of a Change of Control. In selecting this option the
Company shall have no obligation to BADKE for any severance payments
under paragraph 5.
7. Death or Disability.
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The Company may terminate this Agreement and all salary due
thereunder, at its sole option and determination if during the term of
this Agreement (a) BADKE dies or (b) BADKE becomes so disabled for a
period of six months that he is substantially unable to perform his
duties under this Agreement for such period. The Company shall be the
sole judge of such disability.
8. Arbitration.
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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 then in effect, and judgement upon the award rendered be
entered and enforced in any court having jurisdiction thereof.
9. Miscellaneous.
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A. This Agreement contains the entire agreement between the parties
and supersedes all prior agreements by the parties relating to
payments by the Company upon involuntary employment termination with
or without cause, however, it does not restrict or limit such other
benefits as the President may determine to provide or make available
to BADKE.
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.
C. This Agreement shall be governed by the laws of New York State
applicable to contracts between New York State residents and made and
to be entirely performed in New York State.
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.
E. This Agreement shall inure to the benefit of, and be binding upon,
the Company, its successor, and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
VICON INDUSTRIES, INC.
/s/ John M. Badke By: /s/Kenneth M. Darby
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John M. Badke Kenneth M. Darby
CEO
Vicon Industries, Inc.