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INTEGRATED ALARM SERVICES GROUP,
INC.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (hereinafter referred to as the "Agreement") made as of the 1
st day of March, 2003 and amended and restated as of the
22 nd day of November, 2006, by and between
INTEGRATED ALARM SERVICES GROUP, INC. , a Delaware corporation, having an office at One Capital
Center, 99 Pine Street, Albany, New York 12207 (hereinafter
referred to as "Employer") and Michael T.
Moscinski , an individual residing at 63
Old Red Mill Road, Rensselaer, New York 12144 (hereinafter referred
to as "Employee");
W I T N E S S E T H:
WHEREAS , Employer desires to
employ Employee as the Chief Financial Officer of Employer;
and
WHEREAS , Employee is willing to
be employed as the Chief Financial Officer of Employer in the
manner provided for herein, and to perform the duties of the Chief
Financial Officer of Employer upon the terms and conditions herein
set forth;
NOW ,
THEREFORE , in consideration of the
promises and mutual covenants herein set forth it is agreed as
follows:
1. Employment of Chief
Financial Officer of Employer .
Employer hereby employs Employee as Chief Financial
Officer.
2. Term
.
a. Except as otherwise provided
herein, Employer shall employ Employee for a period of thirty-six
(36) months commencing on March 1, 2003 (the "Term"). The Term of
this Agreement shall be automatically extended for additional one
(1) year periods, unless either party notifies the other in writing
at least ninety (90) days prior to the expiration of the then
existing Term of its intention not to extend the Term.
Notwithstanding the forgoing sentence, the period of the automatic
one (1) year extension that began on March 1, 2006 and that would
otherwise end on March 1, 2007 shall be extended for an additional
period ending on November 1, 2008. Thereafter, the Term shall be
automatically extended for additional one (1) year periods, unless
either party notifies the other as provided in this Section 2.
During the Term, Employee shall devote substantially all of his
business time and efforts to Employer and its subsidiaries and
affiliates.
3. Duties
. The Employee shall perform those functions
generally performed by persons of such title and position, shall
attend all meetings of the stockholders and the Board, shall
perform any and all related duties and shall have any and all
powers as may be prescribed by resolution of the Board, and shall
be available to confer and consult with and advise the officers and
directors of Employer at such times that may be required by
Employer. Employee shall report directly to the Employer’s
Chief Executive Officer.
4.
Compensation .
a. (i) Employee
shall be paid a minimum of $160,000 per year during the Term.
Employee shall be paid periodically in accordance with the policies
of the Employer during the Term, but not less than
monthly.
(ii)
Employee is eligible for an annual
bonus, if any, which will be determined and paid in accordance with
policies set from time to time by the Board.
b.
Employer shall include Employee in its
health insurance program available to Employer’s executive
officers and shall pay 100% of the premiums for such
program.
c. Employee shall have the right to
participate in any other employee benefit plans established by
Employer.
d. (i) In the
event of a "Change of Control" whereby:
(A) A person
(other than a person who is an officer or a director of Employer on
the effective date hereof), including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, becomes,
or obtains the right to become, the beneficial owner of Employer
securities having 51% or more of the combined voting power of then
outstanding securities of the Employer that may be cast for the
election of directors of the Employer;
(B) at any
time, a majority of the Board-nominated slate of candidates for the
Board is not elected;
(C) Employer
consummates a merger in which it is not the surviving
entity;
(D) substantially all Employer’s assets are sold;
or
(E) Employer’s stockholders approve the dissolution or
liquidation of Employer; then
(ii) (A) All stock
options and warrants, including any restricted shares, ("Rights")
granted by Employer to Employee under any plan or otherwise prior
to the effective date of the Change of Control, shall become
vested, accelerate and become immediately exercisable,
and
(B)
if at any time within two years of the
said Change of Control, Employee is not retained by Employer or the
surviving entity, as applicable, under terms and conditions
substantially similar to those herein, or if Employee’s
duties require Employee to move to a location not acceptable to
Employee, then in addition, Employee shall be eligible to receive a
one time cash bonus, equal on an after-tax basis to two times his
average compensation for the three previous fiscal years. Such
compensation shall include salary, bonus, and any other
compensation pursuant hereto. Such bonus shall be paid within
thirty (30) days of the change of Employee’s employment
conditions. Employer shall have no further obligation to compensate
Employee under this Agreement or any other severance or salary
continuation arrangement of Employer.
2
5.
Expenses . Employee shall be
reimbursed for all of his actual out-of-pocket expenses incurred in
the performance of his duties hereunder, provided such expenses are
acceptable to Employer, which approval shall not be unreasonably
withheld, for business related travel and entertainment expenses,
and that Employee shall submit to Employer reasonably detailed
receipts with respect thereto.
6. Paid Time
Off . Employee shall be entitled to
receive 22 vacation days and four sick/personal days (which shall
be referred to together as "paid time off"), commencing in the
first year of this Agreement, after each year of employment upon
dates agreed upon by Employer. The extent to which unused paid time
off from one year shall be carried forward to any later year shall
be governed by Employer’s paid time off policy in effect from
time to time. Upon separation of employment, for any reason, paid
time off accrued and not used shall be paid in accordance with
Employer’s paid time off policy then in effect and the
determination of the amount of paid time off accrued and not used
shall be made by the Employer in its sole discretion pursuant to
such policy.
7. Secrecy
. At no time shall Employee disclose to anyone any
confidential or secret information (not already constituting
information available to the public) concerning the internal
affairs, business operations, and trade secrets of
Employer.
8. Covenant Not to
Compete .
(a) Subject to, and limited by,
Section 9(b)(iii), Employee will not, at any time, during the term
of this Agreement, and for two (2) years thereafter, either
directly or indirectly, engage in, with or for any enterprise,
institution, whether or not for profit, business, or company,
competitive with the business (as identified herein) of Employer as
such business may be conducted on the date thereof, as a creditor,
guarantor, or financial backe
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