Mr. Charles
May
7415 NE 8
th Court
Boca Raton, FL
33487
Employment
Agreement
Dear Mr.
May:
The following
sets forth the agreement (" Agreement ") between
Integrated Alarm Services Group, Inc. (" Company ") and
you regarding the terms of your employment with the
Company.
1.
Titles; Duties; Employment
Date.
(a)
Effective as of April 24, 2006, you
will be employed as a Special Adviser to the Board of Directors of
the Company (the " Board ") and, effective as of June 1,
2006, as acting Chief Executive Officer and President of the
Company.
(b)
You shall report directly to the
Non-Executive Chairman of the Board and to the full Board and shall
have all of the duties and responsibilities assigned to such
position in accordance with the Company’s past practices and
By-Laws.
(c)
You shall devote substantially all
of your business time, attention, skills and efforts exclusively to
the business and affairs of the Company. While you are employed by
the Company, you agree not to engage in any other employment,
occupation, or consulting activity for any direct or indirect
remuneration without the prior approval of the Board. This Section
1(c) shall not apply to any positions you currently hold and have
previously disclosed to the Company. It is understood that you will
a take a reasonable period of time off for such personal matters
and vacation as were previously disclosed to the
Company.
(d)
As part of your duties to the
Company, you agree to assist the Board in the Board's search for an
individual to serve as permanent Chief Executive Officer. You and
the Company acknowledge that it is not the present intent of either
party to consider you for the position of permanent Chief Executive
Officer of the Company.
2.
Salary . The Company
shall pay you a base salary at the rate of $35,000 per month,
payable in accordance with the Company's normal payroll practices
and subject to all applicable income tax and other wage
withholding. You will not be eligible to participate in the
Company's annual incentive plan, but this sentence shall not
preclude the Compensation Committee of the Board from awarding you,
in appropriate circumstances, additional incentive compensation
based upon your performance with the Company and such other factors
as the Compensation Committee may deem relevant.
3.
Stock Options
. The Company will grant you on
April 23, 2006 (" Grant Date ") a stock option ("
Stock Option ") to purchase (i) 50,000 shares of common
stock of the Company at an exercise price per share of $4.25, and
(ii)100,000 shares of common stock of the Company at an exercise
price per share of $5.25. Your Stock Option shall vest and become
non-forfeitable on November 1, 2006, provided that you are in the
employ of the Company on that date, and shall become exercisable on
the first anniversary of the Grant Date, to the extent then vested.
The Option shall automati
