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 wit
