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Exhibit 10.1
TRANSITION AGREEMENT
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TRANSITION AGREEMENT (the "Agreement"), made this 21st day of
January, 2005
is entered into by and among CompuDyne Corporation, a Nevada
corporation
("Parent"), Norment Security Group, Inc., a Delaware corporation
and a
wholly-owned subsidiary of Parent (the "Employer"), and Jon
Lucynski (the
"Employee").
In consideration of the mutual covenants and promises contained
herein, the
parties, intending to be legally bound hereby, agree as
follows:
1. Employment Transition. Employer shall transition Employee's
employment,
and Employee hereby accepts the transition of his employment
with the Employer,
in return for the covenant not to compete and upon the other
terms set forth in
this Agreement. The period of this Agreement shall commence on
February 1, 2005
(the "Commencement Date") and end on the second anniversary of
the Commencement
Date (the "Initial Transition Period"), unless sooner terminated
in accordance
with the provisions hereof.
2. Compensation; Bonus; Responsibilities; Benefits. The terms of
Employee's
employment during the Transition Period shall be as attached on
Exhibit A. The
Employee hereby agrees to undertake the duties and
responsibilities described in
Exhibit A and such related duties and responsibilities as the
CEO or COO of
Parent or his designee shall from time to time reasonably assign
to him. The
Employee agrees to abide by the rules, regulations,
instructions, personnel
practices and policies of the Parent and the Employer and any
changes therein
which may be adopted from time to time by the Parent or the
Employer. In the
event of the death or disability of Employee, Employee or his
estate shall be
paid the compensation otherwise payable hereunder for an
additional 60 days
after the date of such death or disability. As used in this
Agreement, the term
"disability" shall mean the inability of the Employee, due to a
physical or
mental disability, for a period of 90 days, whether or not
consecutive, during
any 360-day period, to perform the services contemplated under
this Agreement. A
determination of disability shall be made by a physician
selected by Parent.
3. Non-Compete; Non-Solicitation; Non-Disparagement.
a. During the period the Employee is employed by the Employer,
the Parent
or any affiliate of the Parent and for a period of three years
after the
termination or expiration thereof, the Employee will not:
(i) compete, directly or indirectly, with any business of
Employer or the
Parent or any affiliate of Parent and the Employee shall not
assist any other
person to do so; or be a proprietor, equity holder, investor
(except as an
investor holding not more than 1% of the capital stock or other
securities of a
publicly held company), lender, partner, director, officer,
employee, consultant
or representative of any person who does or attempts to do so;
or
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(ii) directly or indirectly recruit, solicit, induce, or attempt
to induce
any of the employees or independent contractors of the Parent,
the Employer or
any of their affiliates to terminate their employment or
contractual
relationship with the other party or any such affiliate; and the
Employee shall
not assist any other person to do so, or be a proprietor, equity
holder,
investor (except as an investor holding not more than 1% of the
capital stock or
other securities of a publicly held company), lender, partner,
director,
officer, employee, consultant or representative of any person
who does or
attempts to do so; or
(iii) directly or indirectly solicit, divert, take away, or
attempt to
divert or take away, from the Parent, the Employer or any of
their affiliates
any of their business or patronage of their customers, clients,
accounts,
vendors or suppliers, and the Employee shall not assist any
other person to do
so, or be a proprietor, equity holder, investor (except as an
investor holding
not more than 1% of the capital stock or other securities of a
publicly held
company), lender, partner, director, officer, employee,
consultant or
representative of any person who does or attempts to do so;
or
(iv) make any negative or disparaging statements or
communications
regarding Employer, Parent, any of their affiliates or employees
or any product
or service offered by Employer, Parent or any of their
affiliates.
(v) the Employee, during the "non-compete" period, is expressly
permitted
to be employed by a General Contractor in the construction
industry, even though
the General Contractor may engage subcontractors that compete
with CompuDyne, as
long as that General Contractor or its affiliates is not in the
business of
directly supplying the types of security related products and
services that
CompuDyne provides.
b. If any restriction set forth in this Section 3 is found by
any court of
competent jurisdiction to be unenforceable because it extends
for too long a
period of time or over too great a range of activities or in too
broad a
geographic area, it shall be interpreted to extend only over the
maximum period
of time, range of activities or geographic area as to which it
may be
enforceable.
c. The restrictions contained in this Section 3 are necessary
for the
protection of the business and goodwill of the Employer and the
Parent and are
considered by the Employee to be reasonable for such purpose.
The Employee
agrees that any breach of this Section 3 will cause the Employer
and the Parent
substantial and irrevocable damage and therefore, in the event
of any such
breach, in addition to such other remedies which may be
available, the Employer
and the Parent shall have the right to seek specific performance
and injunctive
relief.
4. Proprietary Information and Developments.
a. Employee agrees that all information and know-how, whether or
not in
writing, of a private, secret or confidential nature concerning
the business or
financial affairs of the Parent or the Employer or the business
or financial
affairs of any entity affiliated with the Par
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