EMPLOYMENT AGREEMENT
This Employment
Agreement, is executed and effective for all purposes as of
February 15, 2005, by and between
Casey Systems Inc., a New York corporation
having its principal office at 209
Lafayette Drive, Syosset, New York 11791 (the
"Company") and Al Koenig, an individual
residing at 3850 Sedgwick Avenue, Bronx,
New York (the "Executive").
In consideration of the terms and conditions
hereinafter set forth,
the
parties hereto agree as follows:
ss.1.
Employment.
The Company shall employ Executive to act as its
President for a term (the "Term") of one (1)
year effective as of
February 15,
2005, or such earlier date as the Company may
determine (the "Commencement
Date"), as such Term may be extended as set forth below. The Term shall be
automatically extended for successive one year periods unless either party
delivers notice of its intention to terminate
this Agreement within 30 days
prior to the termination of the pending
Year. This Section 1 shall be subject to
the provisions of Section 5. Each 12 month
period within such term shall be
referred to as a "Year."
ss.2. Duties.
Executive agrees to use his best efforts to serve the Company
well and faithfully as President or such
other positions or
titles as assigned
by the Board of Directors as are
commensurate with
Executive's
experience and
capabilities. Executive shall devote his entire
business efforts to the affairs
of the Company. Executive also agrees to serve
without additional
compensation
as an officer and director of such subsidiaries of the Company as the Company
may request from time to time and assume
such responsibility
and authority for
such entities as are comparable with
Executive's
responsibilities and authority
hereunder and is reasonable under the circumstances. In his capacity as
President. Executive will have such powers,
authorities
and responsibilities
(directly or via direct subordinates) consistent with this Agreement as
determined by the Board of Directors, the Chief Executive Officer of the
Company's Parent Synergx Systems Inc
(Synergx), or the
Chairman of the Board of
the Company, including but not limited to the
following, which may
be modified
by the Board of Directors, the Chief Executive Officer of Synergx or the
Chariman from time to time:
2.1, Develop and
supervise operational
business processes and coordinate
and control the day to day business of the
Company.
2.2 Supervise
and direct all sales and marketing activities and
2.3 Reviewing
and approving all
significant customer
purchase orders
and
sales orders for technical purposes and
proper margins.
2.4 Together
with the Chairman and the Company's Chief Financial Officer,
prepare and monitor a budget and report on
any deviation from
same to the Board
of Directors and to the CEO of Synergx.
2.5 Reviewing
all salary increases
with associated
department
heads for
compliance with the Budget. Reporting any deviation from
Company policy to the
the Board of Directors of Synergx.
Submitting
recommendations for
any proposed
change affecting the Budget.
2.6 Responsible for the integrity, consistency and operation of all
computer systems
2.7 Supervise
and direct all project
engineering
and project
management
activities and personnel to ensure projects
are delivered as cost efficiently as
possible and in compliance with
specifications, code, etc.
2.8 Supervising
the activities of the Company's service organization and
personnel including, without limitation, monitoring proper work practices,
health and safety, compliance with law, compliance
with union
responsibilities
and maximizing efficiency of personnel.
2.9 Reviewing and approving
all capital expenditures.
2.10
Supervising
the activities of the Company's
support personnel and
other departments (excluding the research and development, Comco and
financial/accounting departments) including without limitation, secretarial
support, material control, shipping and
receiving, shop and quality control.
2.11 Carrying
out any directive that may be required by the Chairman or the
Board of Directors not inconsistent with
this Agreement or applicable law.
2.12 Cost
Review. Ensure
review and analysis of
costs (labor,
material,
etc.) on projects and service contracts as
well as all manufactured items.
2.13 Inventory.
Together with the
Chief Financial Officer, supervision and
control of all inventory including all procurement and shipments as well as
direction of appropriate inventory
levels
2.14
Suppliers/Contractors. Supervise relationships and agreements with
all
suppliers, subcontractors, etc..
2.15 Review and
and approve all expenses and expense reports.
ss.3.
Compensation.
As compensation for all services to be rendered by
Executive hereunder, the Company agrees to pay to
Executive a "Base Salary" at
the rate of $150,000 per Year. The
following items will
be provided in addition
to the Base Salary:
3.1 Automobile
Expenses.
Reimbursement, up to a
maximum of $850 per month
or $10,200 per year of Executive's
automobile cost of ownership and maintenance.
3.2 Payment. Executive's Base Salary shall be payable in weekly
installments or in such other installments as the Company
institutes from
time
to time. The Base Salary shall be
calculated at the
commencement of each
Year
for purposes of determining Executive's
monthly or other periodic rate of pay.
3.3 Salary
revision. During the
term of this Agreement, the provisions of
Section 3 (including the amount of and
procedures relating to Base Salary) shall
remain in effect from Year to Year
unmodified,
unless modified
pursuant to an
amendment to this Agreement executed by Executive and the
Company. The
Company
agrees that during the Term of this
Agreement,
the Board of
Directors will
review the Base Salary annually to
determine if an adjustment is warranted based
on all factors the Board of Directors deems relevant including, without
limitation, cost of living, the Company's
financial condition and performance
and Executive's performance and
contribution.
3.4 Stock
Options. Promptly
after execution of this Agreement, the Company
shall grant to Executive, pursuant to the terms and
conditions of the Company's
Non-Qualified Stock Option Plan as may be in
effect from time to time, options
to purchase 20,000 shares of the Company's
common stock,
$.001 par value
per
share at an exercise price of $2.50per
share
3.5 Expenses.
The Company shall
reimburse all of
Executive's
reasonable
business expenses in accordance
with the Company's
policies as in effect
from
time to time, including without limitation, cellular phone, home DSL,
transportation, travel, entertainment, tolls, gasoline, parking and similar
expenses.
3.6. Bonus. Each
fiscal year the Board of Directors shall consider, and if
deems appropriate approve a bonus for Executive
based on the Board of Directors
determination of the Executive's performance, the Company's performance and
financial condition and the Executive's contribution to the Company's
performance.
ss.4. Employee
Benefits. During the
term of this Agreement, and subject to
his eligibility, Executive shall be entitled to participate in any employee
benefit programs made generally applicable to all senior executives of the
Company, now or hereafter in effect, on the
same basis, and under the same terms
and conditions as the Company's other
senior executives. The
Company's employee
benefit programs for senior executives shall include, but not be limited to,
long term disability insurance, family
health insurance, life insurance, dental,
401-K, paid vacations and holidays.
The Company will also
cover the Executive
under the Company's Directors and Officers Liability Insurance Policy as in
effect from time to time.
ss.5.
Termination of Employment.
5.1 For
Cause. The Board of Directors of the Company may terminate
Executive's employment hereunder and remove
Executive from his position with the
Company at any time for cause. The term "Cause" as used in this
Agreement shall
be deemed to refer to and include only:
5.1.1 The
willful and
continued failure by Executive to substantially
perform his duties pursuant to the terms of this
Agreement without good
cause,
after a written demand for substantial
performance is
delivered to Executive by
the Board of Directors, which notice
specifically identifies the manner in which
Executive has not substantially
performed his duties
(other than as a result of
his death or incapacity, as defined in
Section 5.3 below); or
5.1.2 The willful engaging by Executive in misconduct or inaction
materially injurious to the Company. For purposes of this Section an act
or
failure to act shall not be considered
"willful", unless done
or omitted in bad
faith without reasonable belief on Executive's
part that his action or omission
was in the best interest of the
Company.
For p
