This is an
amendment and restatement of the AGREEMENT made as of the 1st
day of April, 2008 by and between TRANS-LUX CORPORATION, a Delaware
corporation
having an office at 26 Pearl Street, Norwalk, Connecticut 06850
(hereinafter
called "Employer"), and AL MILLER residing at 22 Deer Run Lane,
Shelton,
Connecticut 06484 (hereinafter called, "Employee"). This amendment and
restatement is effective as of April 1, 2008.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Employer and Employee have entered into the Agreement;
and
WHEREAS, Section 409A of the Internal Revenue Code, and regulations
and guidance
issued thereunder, including IRS Notice 2007-34 (the "409A
Requirements")
require deferred compensation arrangements as defined therein to be
in
compliance by December 31, 2008 and Employer and Employee desire to
enter into
this Amendment to satisfy such 409A Requirements, it being
understood nothing
contained in this Amendment is intended to increase any
compensation or other
benefits to Employee in order to comply with the 409A
Requirements;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Employer hereby
employs Employee, and Employee hereby accepts
employment, upon the terms and conditions hereinafter set
forth.
2. (a) The term
("Term") of the Agreement shall be the period
commencing on April l, 2008 and terminating March 3l, 2009.
(b) In the event that Employee remains or continues in the
employ
of Employer after the
Term, such employment, in the absence of a further
written agreement, shall be on an at-will basis, terminable by
either party
hereto on thirty (30) days' notice to the other and, upon the 30th
day
following such notice the employment of Employee shall
terminate.
(c) Upon expiration of the Term of this Agreement, neither
party
shall have any further obligations or liabilities to the other
except as
otherwise specifically provided in this Agreement.
3. Employee shall be
employed in an executive capacity of Employer
(and such of its affiliates, divisions and subsidiaries as Employer
shall
designate). Employer
shall use its reasonable efforts to cause Employee to be
elected and continue to be elected an Executive Vice President of
Employer
during the Term of this Agreement. The precise services of Employee
may be
designated or assigned from time to time at the direction of the
Board of
Directors, the Chairman of the Board, the Vice-Chairman of the
Board or
President and Chief Executive Officer, and all of the services to
be rendered
hereunder by Employee shall at all times be subject to the control,
direction
and supervision of the President and Chief Executive Officer and
the Board of
Directors of Employer, to which Employee does hereby agree to be
bound.
Employee shall devote his entire time, attention and energies
during usual
business hours (subject to Employer's policy with respect to
holidays and
illnesses for comparable executives of Employer) to the business
and affairs of
Employer, its affiliates, divisions and subsidiaries as Employer
shall from time
to time direct.
Employee further agrees during the Term of this Agreement to
serve as an officer or director of Employer or of any affiliate or
subsidiary of
Employer as Employer may request, and if Employee serves as such
officer or a
director he will do so without additional compensation, other than
director's
fees or honoraria, if any.
During the Term of this Agreement and during any subsequent
employment of Employee by Employer, Employee shall use his best
efforts,
skills and abilities in the performance of his services hereunder
and to
promote the interests of Employer, its affiliates, divisions
and
subsidiaries.
Employee shall not,
during the Term and during any
subsequent employment of Employee by Employer, be engaged in any
other
business activity, whether or not such business activity is pursued
for
gain, profit or other pecuniary advantage, except for current real
estate
ventures disclosed to Employer concurrently with the signing of
this
Agreement. The
foregoing shall not be construed as preventing Employee
from
investing his assets in such form or manner as will not require
any
services on the part of Employee in the operation of the affairs of
the
companies in which such investments are made, provided, however,
that
Employee shall not, either directly or indirectly, be a director of
or make
any investments in any
company or companies which are engaged in businesses
competitive with those conducted by Employer or by any of its
subsidiaries
or
affiliates except which such investments are in stock of a
company
listed on a national securities exchange, and such stock of
Employee does
not
exceed one percent (1%) of the outstanding shares of stock of
such
listed company.
Employee shall not at any time during or after the Term of this
Agreement use (except on behalf of Employer), divulge, furnish or
make
accessible to any third person or organization any confidential
information
concerning Employer or any of its subsidiaries or affiliates or
the
businesses of any of the foregoing including, without
limitation,
confidential methods of operations and organization, confidential
sources
of
supply, identity of employees, customer lists and confidential
financial
information.
4. (a) For all
services rendered by Employee during the Term of this
Agreement, Employer shall pay Employee a salary at the rate of ONE
HUNDRED
FIFTY SEVEN THOUSAND DOLLARS ($157,000) per annum during the period
April
l,
2008 to September 30, 2008; and at the rate of ONE HUNDRED
SIXTY-ONE
THOUSAND FIVE HUNDRED DOLLARS ($161,500) per annum during the
period
October 1, 2008 to March 31, 2009. Such salary shall be payable
weekly, or
monthly, or in accordance with the payroll practices of Employer
for its
executives. The
Employee shall also be entitled to all rights and benefits
for
which he shall be eligible under any stock option plan, bonus,
participation or extra compensation plans, pensions, group
insurance or
other benefits which Employer presently provides, or may provide
for his
and
for its employees generally. Such rights and benefits
currently
include a performance bonus and sales override plan, the terms of
which are
subject to revision by the Employer each year during the Term of
this
Agreement. The
performance bonus and sales override target amount of
earnings shall be $45,000 for 2008 and $11,250 for the period
January
1-March 31, 2009. The
maximum earnings under this plan shall not exceed
two
times the target amount for any of the full calendar year 2008
and
$11,250 for January 1-March 31, 2009. This Agreement shall not be
deemed
abrogated or terminated if Employer, in its discretion, shall
determine to
increase the compensation of Employee for any period of time, or if
the
Employee shall accept such increase.
All payments under this Agreement are in United States dollars
unless otherwise specified.
(b) Employer may make appropriate deductions from the said
payments
required to be made in this Section 4 to Employee to comply with
all
governmental withholding requirements.
(c) If, during the Term of this Agreement and if the Employee
is
still in the employ of Employer, Employee shall be prevented
from
performing or be unable to perform, or fail to perform, his duties
by
reason of disability for four (4) consecutive months (excluding
normal
vacation time) during the Term hereof, Employer agrees to pay
Employee
thereafter during the Term for the duration of such incapacity, but
in no
event less than ninety (90) days, 40% of the base salary which
Employee
would otherwise hav
