Exhibt 10.1
AGREEMENT
made as of the 1st day of April 2006 by and between TRANS-LUX
CORPORATION, a Delaware corporation having an office at 110
Richards Avenue,
Norwalk, Connecticut 06856-5090 (hereinafter called "Employer"),
and KARL
HIRSCHAUER residing at 10 Douglas Lane, New Fairfield, CT 06812
(hereinafter
called, "Employee").
W I T N E S S E T H:
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 two year period
commencing as of April 1, 2006 and terminating March 31, 2008.
(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 and/or engineering capacity
of Employer (and such of its affiliates, divisions and subsidiaries
as Employer
shall designate).
Employer shall use its best efforts to cause Employee to be
elected and continue to be elected a Senior 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, or President, 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 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. 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 where 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, inventions,
confidential methods of
operations and organization, confidential sources of supply,
identity of
employees, customer 1ists 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 SIXTY
THOUSAND DOLLARS ($160,000) per annum during the period April l,
2006, to June
30, 2006; at the rate of ONE HUNDRED SIXTY-FOUR THOUSAND DOLLARS
($164,000) per
annum during the period July 1, 2006 to March 31, 2007; at the rate
of ONE
HUNDRED SIXTY-EIGHT THOUSAND DOLLARS ($l68,000) per annum during
the period
April 1, 2007 to March 31, 2008. 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 him and for its
employees
generally. 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
illness or any
other incapacity for (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 35% of the base salary
which Employee
would otherwise have been entitled to receive if not for the
illness or other
incapacity.
(d) The Board upon the recommendation of the Compensation Committee
of
the Board shall consider no later than May 31, 2007, 2008, and
2009,
respectively (provided there is no delay in obtaining the financial
statements
as provided below, but in no event later than 45 days following
receipt thereof)
the grant of a bonus ("Bonus") to Employee based on Employee's
performance for
the immediately preceding fiscal year. Notwithstanding the foregoing,
based on
Employer's annual pre-tax consolidated earnings in the applicable
Fiscal Year,
Employer shall pay Employee a Bonus at the rate of three-eighths of
one percent
(.375%). for the
fiscal years ending December 31, 2006, 2007, and 2008 only
(provided however, the Bonus, if any, for 2008 shall be 25% of the
amount for
such year.) The Bonuses shall not exceed $20,000 for any year
($5,000 for
January 1 - March 31, 2008).
No Bonus
shall be payable for any Fiscal Year in which the annual
pre-tax
consolidated earnings determined in accordance with Section 4(d)
are less than
$500,000.
There
shall be excluded from the calculation of pre-tax consolidated
earnings during the Term of this Agreement (1) the amount by which
(x) any item
or items of unusual or extraordinary gain in the aggregate exceeds
20% of the
Employer's net book value as at the end of the immediate preceding
fiscal year
or (y) any item of unusual or extraordinary loss in the aggregate
exceeds 20% of
the Employer's net book value as at the end of the immediate
preceding fiscal
year, in each case in (x) and (y) above as determined in accordance
with
generally accepted accounting principles and items of gain and loss
shall not be
netted against each other for purpose of the above 20% calculation,
or (2) any
contractual Bonuses and/
