UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2006
VICON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New York 1-7939 11-2160665
(State of Incorporation or (Commission File Number) (IRS Employer
Organization) Identification No.)
89 Arkay Drive, Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
(631) 952-2288
(Registrant's telephone number,
including area code)
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ITEM 1.01 Entry into a Material Definitive Agreement
On March 1, 2006, Vicon Industries, Inc. (the "Company") entered into an
employment agreement (the "Agreement") with John M. Badke, the Company's Senior
Vice President, Finance and Chief Financial Officer, effective as of January 1,
2006.
The Agreement provides for an annual base salary of $175,000 through its
expiration on December 31, 2007, unless terminated earlier by the Company under
certain occurrences. The Agreement also provides that if a change in control of
the Company occurs (as defined) without Board of Directors approval, Mr. Badke
has the right to cancel the Agreement and elect to receive a termination payment
equal to three times his average annual base salary for the five years preceding
the change in control. Mr. Badke is also entitled to a severance/retirement
payment of $350,000 upon a specified minimum retirement age or earlier under
certain occurrences, including his termination of employment for reasons other
than misconduct (as defined), death or disability.
The Agreement also provides Mr. Badke with an award of 6,561 shares of the
Company's common stock upon attaining a minimum retirement age or earlier under
certain occurrences, including his employment termination for reasons other than
misconduct, a change in control of the Company without Board of Director
approval, or upon his death.
The foregoing description of the Agreement does not purport to be complete and
the Agreement, which is filed as Exhibit 10.1 hereto, should be read in its
entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 10.1 Employment and Deferred Compensation Agreement, dated as of January
1, 2006, between Vicon Industries, Inc. and John M. Badke
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 6, 2006
VICON INDUSTRIES, INC.
(Registrant)
By: /s/ John M. Badke
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John M. Badke
Senior Vice President, Finance and
Chief Financial Officer