EXHIBIT 10.1
EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT (the "Agreement") is made this 10th day of April,
2007 by and between CompuDyne Corporation, a Nevada corporation (the "Company")
and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ("Feidelberg").
In consideration of the mutual covenants and promises contained herein, the
parties, intending to be legally bound hereby, agree as follows:
1. Term of Employment. The Company shall employ Feidelberg and Feidelberg
hereby accepts employment with the Company, upon such terms as are set forth in
this Agreement, for the period commencing on April 10, 2007 (the "Commencement
Date") and ending on December 31, 2008, unless sooner terminated in accordance
with the provisions of Section 4 (such period, as it may be extended as provided
herein, the "Employment Period"). This Agreement shall automatically be renewed
for additional one-year terms unless either party gives contrary prior written
notice at least 180 days prior to the end of the then-current term.
2. Title; Capacity. During the Employment Period, Feidelberg shall serve as
Chief Financial Officer of the Company and in such additional positions as the
Board of Directors of the Company (the "Board") may determine from time to time.
During the Employment Period, Feidelberg's primary responsibility will be to
manage the overall financial operations of the Company, all in accordance with
the duties and responsibilities delegated to Feidelberg by the Board or the
Chief Executive Officer of the Company (the "CEO"). Feidelberg will report to
the CEO and will be based in the Company's Annapolis, MD headquarters.
Feidelberg hereby accepts such employment and agrees to undertake the duties and
responsibilities inherent in such position and such other duties and
responsibilities as the Board and/or the CEO shall from time to time reasonably
assign to him. Feidelberg agrees to abide by the rules, regulations,
instructions, personnel practices and policies of the Company and any changes
therein which may be adopted from time to time by the Company.
3. Compensation and Benefits.
a. Salary. The Company shall continue to pay Feidelberg his current
salary of $288,750 per year (the "Base Salary") to be paid in accordance with
the Company's standard procedures. The Company will review the Base Salary
annually to determine if in its judgment an adjustment is appropriate.
b. Incentive Compensation. In addition to the Base Salary, after the
conclusion of each 12 month period ending July 31 (a "Bonus Year"), Feidelberg
will receive a bonus ("Annual Bonus") solely at the discretion of the CEO and
the Compensation Committee of the Board.
c. Reimbursement of Expenses. The Company shall reimburse Feidelberg
for all reasonable travel, entertainment and other expenses incurred or paid by
Feidelberg in connection with, or related to, the performance of his duties,
responsibilities or services under this Agreement, upon presentation by
Feidelberg of documentation, expense statements, vouchers and/or such other
supporting information as the Company may request; provided, however, that such
expenses are incurred in compliance with the Company's travel and other policies
and that such expenses do not exceed the amount available for such travel,
entertainment and other expenses as may be fixed in advance by the CEO.
d. Benefits. Feidelberg shall be eligible to participate in the
standard benefits the Company makes available to its employees, and other
benefits which he is currently receiving, e.g. provision of an appropriate
vehicle supplied by the Company, up until his Termination as defined in Section
4 of this Agreement, or such longer period to the extent provided under Section
5. Feidelberg shall be entitled to four (4) weeks paid vacation per year.
4. Termination. Feidelberg's employment by the Company pursuant to this
Agreement shall terminate ( "Termination") upon the occurrence of any of the
following:
a. Expiration of the Employment Period;
b. At the election of Company, for cause, immediately upon written
notice by the Company to Feidelberg. For the purposes of this Section b, "cause"
shall mean (i) the persistent material failure of Feidelberg to perform his
assigned duties for the Company, (ii) intentional and willful misconduct
relating to Feidelberg's employment hereunder, (iii) a material breach of this
Agreement by Feidelberg or the breach of any material written policy of the
Company or any other material contract between Feidelberg and the Company which
is not cured within 30 days following written notice from the Company, or (iv)
the conviction of Feidelberg of, or the entry of a pleading of guilty or nolo
contendere by Feidelberg to, any crime involving moral turpitude or any felony;
c. The death or thirty (30) days after the disability of Feidelberg.
As used in this Agreement, the term "disability" shall mean the inability of
Feidelberg, due to a physical or mental disability, for a period of 120 (one
hundred and twenty) days, whether or not consecutive, during any 360-day period,
to perform the services contemplated under this Agreement. A determination of
disability shall be made by a physician satisfactory to both Feidelberg and the
Company, provided that if Feidelberg and the Company do not agree on a
physician, Feidelberg and the Company shall each select a physician and these
two together shall select a third physician, whose determination as to
disability shall be binding on all parties; or
d. At the election of the Company, upon not less than 180 (one hundred
and eighty) days' prior written notice of Termination.
5. Effect of Termination.
a. Termination for Cause. In the event of Termination for cause
pursuant to Section 4.b above, the Company shall pay to Feidelberg the Base
Salary and benefits otherwise payable to him under Section 3 through the last
day of his actual employment.
b. Termination at Election of Company. In the event Termination is at
the election of the Company pursuant to Section 4.d above; or in the event
Feidelberg reasonably determines that there has been a significant change in his
responsibilities or duties with the Company, or change in Feidelberg's principal
place of employment from the greater Annapolis area and, for that reason,
Feidelberg resigns his position(s) with the Company; the Company shall:
(i) Pay to Feidelberg the Base Salary, a pro-rata portion of the
Annual Bonus (if any) for the Bonus Year during which Termination occurs, and
the value of the accrued vacation to which he is entitled under Section 3 above
through the date of his Termination;
(ii) Pay to Feidelberg the greater of (x) one year of Base Salary
or (y) Base Salary through the end of the Employment Period, in either case
payable ratably over the year according to standard payroll procedures; and
(iii) the Company shall pay for COBRA coverage for health and
dental benefits for Feidelberg and his family (to include spouse and dependent
children) for the maximum period of 18 months or until Feidelberg is eligible
for health benefits from another source, whichever is longer; and
(iv) the Company shall pay for standard life insurance benefits
and shall provide other benefits which Feidelberg is currently receiving for as
long as Feidelberg is receiving payments pursuant to Section 5b2 above.
c. Termination for Death or Disability. If Termination is as a result
of the death or disability of Feidelberg pursuant to Section 4.c above, the
Company shall pay to the estate of Feidelberg or to Feidelberg, as the case may
be, the Base Salary, a pro-rata portion of the Annual Bonus (if any) for the
applicable Bonus Year, and the value of the accrued vacation to which he is
entitled under Section 3 above up to the end of the month in which Termination
because of death or disability occurs.
6. Confidential Information and Developments.
a. Confidential Information.
(i) Feidelberg agrees that all information and know-how, whether
or not in writing, of a private, secret or confidential nature concerning the
business or financial affairs of the Company or the business or financial
affairs of any entity affiliated with the Company (collectively "Confidential
Information") is and shall be the exclusive property of the Company. By way of
illustration, but not limitation, Confidential Information may include
inventions, products, processes, methods, techniques, formulas, compositions,
compounds, projects, developments, plans, research data, clinical data,
financial data, personnel data, computer programs, and customer and supplier
lists. Feidelberg will not disclose any Confidential Information to others
outside the Company or use the same for any purposes without written approval,
either during or after his employment or retention as a consultant by the
Company, unless and until such Confidential Information has become public
knowledge without fault by Feidelberg.
(ii) Feidelberg agrees that all files, letters, memoranda,
reports, records, data, sketches, drawings, laboratory notebooks, program
listings, or other written, photographic, or other tangible material containing
Confidential Information, whether created by Feidelberg or others, which shall
come into his custody or possession, shall be and are the exclusive property of
the Company to be used by Feidelberg only in the performance of his duties for
the Company and shall be returned by Feidelberg upon Termination.
(iii) Feidelberg agrees that his obligation not to disclose or
use information, know-how and records of the types set forth in paragraphs (i)
and (ii) above, also extends to such types of information, know-how, records and
tangible property of customers of the Company or suppliers to the Company or
other third parties who may have disclosed or entrusted the same to the Company
or to Feidelberg in the course of the Company's business.
b. Developments.
(i) Feidelberg will make full and prompt disclosure to the
Company of all inventions, improvements, discoveries, methods, developments,
software, and works of authorship, whether patentable or not, which are created,
made, conceived or reduced to practice by Feidelberg or under his direction or
jointly with others during his employment or retention as a consultant by the
Company, whether or not during normal working hours or on the premises of the
Company (all of which are collectively referred to in this Agreement as
"Developments").
(ii) Feidelberg agrees to assign and does hereby assign to the
Company (or any person or entity designated by the Company) all his right, title
and interest in and to all Developments and all related patents, patent
applications, copyrights and copyright applications. However, this Section b
shall not apply to Developments which do not relate to the present or planned
business or research and development of the Company and which are made and
conceived by Feidelberg not during normal working hours, not on the Company's
premises and not using the Company's tools, devices, equipment or Confidential
Information.
(iii) Feidelberg agrees to cooperate fully with the Company, both
during and after his employment by the Company, with respect to the procurement,
maintenance and enforcement of copyrights and patents (both in the United States
and foreign countries) relating to Developments. Feidelberg shall sign all
papers, including, without limitation, copyright applications, patent
applications, declarations, oaths, formal assignments, assignment of priority
rights, and powers of attorney, which the Company may deem necessary or
desirable in order to protect its rights and interests in any Development.
c. Other Agreements. Feidelberg hereby represents that he is not bound
by the terms of any agreement with any previous employer or other party to
refrain from using or disclosing any trade secret or confidential or proprietary
information in the course of his employment or retention as a consultant by the
Company or to refrain from competing, directly or indirectly, with the business
of such previous employer or any other party. Feidelberg covenants that his
performance of all the terms of this Agreement will not breach any agreement,
and that he will keep in confidence proprietary information, knowledge or data
acquired by him in confidence or in trust prior to his employment by the
Company.
d. Survival. The provisions of this Section 6 shall survive the
termination of this Agreement.
7. Non-Compete.
a. During the period Feidelberg is employed by the Company and for a
period of one year after the earlier of: (i) notice of Termination or (ii) the
last day of Feidelberg's actual employment, Feidelberg will not directly or
indirectly:
(i) compete with the Company in the business of the manufacture,
sale, distribution or processing of any product or service substantially
identical to or competitive with the products or services manufactured, sold,
distributed or processed by the Company during the term of this Agreement and
Feidelberg shall not assist any other person to do so; or be a proprietor,
equity holder, investor (except as an investor holding not more than 5% of the
capital stock, including options and warrants to purchase such capital stock, or
other securities of a publicly held company), lender, partner, director,
officer, employee, consultant or representative of any person who does or
attempts to do so; or
(ii) recruit, solicit, induce, or attempt to induce any of the
employees or independent contractors of the Company or any of its affiliates to
terminate their employment or contractual relationship with the Company or any
such affiliate(s); and Feidelberg shall not assist any other person to do so, or
be a proprietor, equity holder, investor (except as an investor holding not more
than 5% of the capital stock, including options and warrants to purchase such
capital stock, or other securities of a publicly held company), lender, partner,
director, officer, employee, consultant or representative of any person who does
or attempts to do so; or
(iii) solicit, divert, take away, or attempt to divert or take
away, from the Company any of its business or the patronage of its customers,
clients, accounts, vendors or suppliers for products or services manufactured,
sold, distributed or processed by the Company, and Feidelberg shall not assist
any other person to do so, or be a proprietor, equity holder, investor (except
as an investor holding not more than 5% of the capital stock, including options
and warrants to purchase such capital stock, or other securities of a publicly
held company), lender, partner, director, officer, employee, consultant or
representative of any person who does or attempts to do so.
b. If any restriction set forth in this Section 7 is found by any
court of competent jurisdiction to be unenforceable because it extends for too
long a period of time or over too great a range of activities or in too broad a
geographic area, it shall be interpreted to extend only over the maximum period
of time, range of activities or geographic area as to which it may be
enforceable.
c. The restrictions contained in this Section 7 are necessary for the
protection of the business and goodwill of the Company and are considered by
Feidelberg to be reasonable for such purpose. Feidelberg agrees that any breach
of this Section 7 will cause the Company substantial and irrevocable damage and
therefore, in the event of any such breach, in addition to such other remedies
which may be available, the Company shall have the right to seek specific
performance and injunctive relief.
d. Survival. The provisions of this Section 7 shall survive the
termination of this Agreement.
8. Notices. All notices required or permitted under this Agreement shall be
in writing and shall be deemed effective upon personal delivery or upon deposit
in the United States Post Office, by registered or certified mail, postage
prepaid, addressed to the other party as set forth below:
a. If to Company:
CompuDyne Corporation
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Attention: Chief Executive Officer
Fax: ▇▇▇-▇▇▇-▇▇▇▇
b. If to Feidelberg:
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9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement.
Notwithstanding anything else herein, this Agreement shall not amend, modify or
terminate the Retention Agreement entered into by the Company and Feidelberg on
June 28, 2005, and in the event of any conflict between this Agreement or the
Retention Agreement, the Retention Agreement shall prevail.
10. Amendment. This Agreement may be amended or modified only by a written
instrument executed by the Company and Feidelberg.
11. Governing Law. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of Maryland.
12. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Company may be merged or
which may succeed to its assets or business, provided, however, that the
obligations of Feidelberg are personal and shall not be assigned by him.
13. Miscellaneous.
a. No delay or omission by the Company in exercising any right under
this Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any other
occasion.
b. Feidelberg acknowledges that he has had an opportunity to review
this Agreement with his attorney and that counsel to the Company is not
representing him in the negotiation of this Agreement.
c. The captions of the sections of this Agreement are for convenience
of reference only and in no way define, limit or affect the scope or substance
of any section of this Agreement.
d. In case any incidental or non-material provision of this Agreement
shall be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
e. This Agreement may be executed in counterparts, each of which shall
be considered an original and which together shall constitute one agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
COMPUDYNE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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