COMMAND SECURITY
CORPORATION
EMPLOYMENT
AGREEMENT
This Agreement,
made April 9 , 2007 by Marc W.
Brown (“Employee”) whose address is 3910
Gresham Street, Unit 3, San Diego, California 92109 and
Command Security Corporation , a New York
corporation, with offices at 1133 Route 55, Suite D, Lagrangeville,
NY 12540 (“Employer”). Employer and Employee are at
times collectively referred to as “the Parties” and may
individually be referred to as a “Party.”
Article
I. Employment Term and Location
The Employer
hereby employs the Employee at its offices located at 3180
University Avenue, San Diego, California 92104 for a period of
three (3) years commencing on April 12, 2007 and ending April 11,
2010 (the “Initial Term). The Initial
Term shall be extended for additional periods of one (1) year each
(“Extended Term”), commencing immediately following the
prior Term, unless either Party notifies the other Party of its
intention not to extend the Term by providing sixty (60) days prior
written notice of its decision not to extend. Either Party may
terminate this Agreement as provided in Article V below.
Article
II. Employee’s Duties, Title; and
Compensation
A.
The Employee shall be responsible
for reasonably implementing all of Employer’s policies and
procedures. The Employee agrees to perform all duties reasonably
assigned or delegated to his position and in such manner as the
Employer may reasonably direct. All duties shall be consistent with
those of an upper level managerial employee.
B.
Employee’s title shall be
Corporate Vice-President and in additional he shall hold the title
of Regional Vice-President - West Region. The West Region consists
of all portions of the United States west of the Mississippi River
and the City of Chicago, State of Illinois. Employee shall enjoy
the authority commensurate with the position of Regional
Vice-President.
C.
The Employee shall generally
perform his work at 3180 University Avenue, San Diego, California
92104, and shall not generally be required to travel outside of San
Diego County, California.
D.
The Employee shall not be required
to relocate at any time during the Term.
E.
Employee’s total compensation
shall be as set forth in Schedule A attached hereto.
F.
As an inducement to enter into this
Agreement, Employer hereby grants to Employee options for the
purchase of fifty thousand (50,000) shares of Employer’s
common stock, said grant being governed by Employer’s 2005
Stock Incentive Plan.
Article
III. Performance of Work
The Employee
agrees to perform faithfully the duties assigned to him to the best
of his ability, to devote his full and undivided time to the
transaction of the Employer’s business and to give to the
Employer prompt, complete and accurate reports of and relating to
his work in such form as the Employer may from time to time
require. The Employee further agrees that during the term of this
Agreement he will not directly or indirectly engage in or carry on
any other competing or conflicting business for his benefit or the
benefit of any other person, firm, or corporation. The Parties
agree the Employee’s pursuit and investment in a business
developing new technology and security apparatus devices, not
previously sold or distributed by Brown Security Industries, Inc.,
or its then subsidiaries, shall not be a violation of this
Agreement.
Article
IV. Salary and Benefits
A. The Employee
shall receive a yearly salary set forth on Schedule A and shall be
paid no less frequently than bi-weekly and reviewed in accordance
with the policies of Employer applicable to managerial employees.
It is understood and agreed that the normal deductions will be
withheld from said salary.
B. In addition,
Employee will receive four (4) weeks of vacation annually and such
benefits, and other forms of compensation as the Employer may deem
appropriate and in accordance with Employer’s policies for an
entire class of employee which includes Vice-Presidents of Employer
at the expense of Employer. Any and all benefits, health and
similar plans may be modified or terminated upon prior notice at
the sole discretion of the Employer, provided that such is replaced
with substantially similar benefits.
C.
Employee’s salary and benefits are as set forth on Schedule
A, the terms of which are hereby incorporated by this reference.
Employee shall receive annual performance and salary reviews from
his direct Supervisor of Employer, which shall be considered in
determining increases in Employee’s base pay.
D.
Employee shall be allowed to
participate in any managerial stock option program maintained by
Employer.
Article V. Termination of
Employment
A. Upon a termination by Employer without cause
before the expiration of the Initial Term, or in the event of a
constructive termination, Employee’s annual salary shall
continue for the remaining term of this Agreement according to the
regular payroll intervals of Employer.
B. Upon a voluntary resignation by Employee before
the expiration of the Initial Term, Employee’s salary shall
terminate upon the effective date of his termination,
C. In the event Employee’s services are
terminated for cause, as provided in paragraph E below,
Employee’s salary shall be discontinued upon the effective
date of Employee’s termination.
D. Notwithstanding anything to the contrary
contained herein, compensation for Special Services shall continue
for a full five (5) years as set forth in Schedule A, regardless of
whether or not the Employee has been terminated and regardless of
the reason for termination.
E. The Employer may terminate Employee’s
employment for cause, after providing to the Employee notice of the
alleged cause, and providing a ten (10) day opportunity to cure
such conduct. A ten (10) day prior notice and opportunity to cure
shall be applicable to items 5 and 6 below. For purposes of this
Agreement cause shall mean:
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1.
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Willful breach
of duty by the Employee in the course of employment;
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2.
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Habitual
material neglect by Employee of his duties to Employer;
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3.
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Conduct by
Employee that if convicted, would constitute a felony or an act of
moral turpitude in the state in which the conduct occurs, it being
understood that an accusation of such conduct is insufficient to
support a for cause termination and the conduct must be proven by a
preponderance of the evidence;
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4.
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Intentional
destruction of Employer’s property or theft of funds or
property of the Employer;
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5.
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Material breach
of Employer’s Policies applicable to management personnel;
or
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6.
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Repeated
conduct that is materially injurious to the reputation of the
Employer.
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Upon receipt of such notice, Employee may
contest such termination by bringing an action for declaratory and
other relief, and during the pendency of such action, the
employment relationship shall remain in full force and effect.
Employee shall post security, which at the Employee’s option
may be in Command stock, equal to ninety (90) days salary as
security for the payment of the continued salary. Nothing stated
herein shall be deemed to limit a Parties’ right to seek
damages in a court of law. All of the above causes for termination
shall be exercised in good faith and shall take into consideration
industry standards, practices and customs.
F. In the event of Employee’s death during
the term all base salary that has been earned up to
Employee’s death shall be paid to Employee’s estate at
the next payroll interval that such payments would have been due to
Employee and the Special Services shall be treated consistent with
paragraph V.D. above, which shall be paid as set forth in Schedule
A.
Article
VI. Successors and Assigns
This Agreement
shall inure to the benefit of and shall be binding upon the
Employer, its successors and assigns. Should the Employer at any
time be merged into or consolidated with another corporation, or
should substantially all of the assets of the Employer be
transferred to another corporation, the provisions of this
Agreement shall be binding upon and inure to the benefit of the
entity resulting from such merger or consolidation or to which
substantially all of the assets of the Employer shall be
transferred. In the event that the Employer is merged into or
consolidated with another entity, or substantia
