Exhibit 10.23


 


CASTLEROCK SECURITY HOLDINGS, INC.


EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT (the “Agreement”)  is
made effective as of the 20th day of October, 2010, by and between CastleRock
Security Holdings, Inc., a Delaware corporation (the “Company” or “Employer”),
and Michael Snyder (the “Executive”).


 


RECITALS


 


A.                                   The Company
desires to employ Executive to provide services for the benefit of the Company
and its affiliates and Executive desires to accept such employment with the
Company.


 


B.                                     The Company and
Executive acknowledge that Executive will lead the management of the Company
and as such will oversee the development and implementation of the Company’s
business plans, including but not limited to the acquisition of strategic
businesses and assets.


 


C.                                     In the course
of employment with the Company, Executive will have access to certain
confidential information, which relates to or will relate to the business of
the Company.


 


D.                                    The Company
desires that any such information not be disclosed to other parties or
otherwise used for unauthorized purposes.


 


NOW, THEREFORE, in consideration of the parties’ mutual
promises and covenants contained herein and in consideration of the Recitals,
which are incorporated herein and made a part hereof, the parties agree as
follows:


 


1.
Appointment and Duties. Subject to
the terms and conditions of this Agreement, the Company hereby agrees to employ
Executive and Executive hereby agrees to accept employment with the Company as
Executive Chairman of the Board of Directors. 
Executive shall have duties, responsibilities, and powers and authority
customarily associated with the position of the Executive Chairman of the Board
of Directors or otherwise as designated from time to time by the Board of
Directors of the Employer (the “Board”). 
Executive shall diligently, competently and faithfully perform all such
duties and responsibilities and shall devote substantial energy, attention and
skill to the performance of such duties and responsibilities and will use his
best efforts to promote the legitimate business interests of the Employer.  During the Employment Period (as defined in
Paragraph 2 below)  the Executive shall
devote sufficient time and attention to Employer as may be required to achieve
Employer’s business objectives.  In
addition, it shall not be a violation of the foregoing for the Executive to
serve on corporate, industry, religious, civic or charitable boards or
committees, so long as such activities do not interfere with the performance of
the Executive’s duties and responsibilities as an Executive of the Employer.


 


2.  Employment Term.  The term of employment (the “Employment
Period”) of Executive shall commence on the date first written above and shall
end December 31, 2011 (the “Initial Term”), subject to extension
thereafter as set forth in the immediately following sentence.  Provided that no termination (or any notice
thereof) as set forth in Paragraph 5 below has been made prior to such time,
the Employment Period shall be extended automatically for successive one (1) year
periods (each period a “Renewal Term”) unless the Board provides Executive, or
Executive 


 


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provides
the Board, with written notice to the contrary at least 30 days prior to the
end of the Initial Term or any Renewal Term, as applicable.


 


3.  Compensation.


 


A)                                  Base Salary. Commencing October 20,
2010, the Company shall pay Executive a base salary (“Base Salary”) of One
Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) per year payable in equal
installments on normal paydays for salaried employees.


 


B)                                    Bonus. The Executive
will be entitled to a performance bonus (“Bonus”) in an amount and based on
metrics to be agreed to by Executive and Employer from time to time but in no
event less than annually.  Depending on
the achievement of the metrics, the bonus may be less than or greater than the
targeted amount as Executive and Employer may agree.


 


C)                                    Incentive
Equity Issuance. As additional consideration, pursuant to that
certain CastleRock Security Holdings, Inc. 2010 Equity Incentive Plan (the
“EIP”), the Executive shall be granted the equivalent of three percent (3%) of
the Company’s authorized shares of common stock,.  Vesting, share price and other terms shall be
controlled by the EIP and any schedules, addenda or associated agreements.


 


D)                                   Vacation. Executive
shall be entitled to four (4) weeks paid vacation per calendar year.


 


E)                                     Benefits.   Executive shall be entitled to participate
in such medical and dental benefits, life and disability insurance, and other
insurance and benefits that the Company may provide to its employees from time
to time.


 


4.  Expenses.                            Company shall
reimburse Executive for all approved and documented out-of-pocket travel
expenses related to the performance of his duties hereunder, including costs
associated with travel to and from his home in New Jersey.


 


5.  Termination.
Notwithstanding anything to the contrary in this Agreement, the Employment
Period shall terminate upon the first to occur of the following events:


 


A)                                  Upon
Non-Renewal.  On December 31,
2011 (or, if renewal has occurred, at the end of such Renewal Term), provided
advance notice of such termination has been given in accordance with Paragraph
2 hereof.


 


B)                                    Termination for
Cause. On the date the Employer provides the Executive with written notice
that he is being terminated for “Cause.” 
For the purposes of this Agreement, “Termination for Cause” or “Cause”
shall mean:


 


(i)                                     Commission of a
fraudulent or dishonest act by Executive in connection with employment by the
Company, as determined reasonably and in good faith by the Company;


 


(ii)                                  Failure to
comply with the provisions of Section 6, 7, and 8 hereof and after
reasonable notice to cure such failures;


 


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(iii)                               The commission
and conviction of a felony or any crime of moral turpitude, or substance;


 


(iv)                              Any gross
dereliction of duty, chronic insubordination, refusal to perform the duties and
responsibilities reasonably assigned by the Board, or malfeasance by Executive
in the performance of duties, as determined reasonably and in good faith by the
Company; or


 


(v)                                 Any other
material breach of this Agreement not cured within thirty (30) days of receipt
of written notice thereof from the Company.


 


C)                                    Upon Death or
Disability. Upon Executive’s death or the date Executive is
given written notice that he has been determined to be disabled by the
Employer.  For the purposes of this
Agreement, Executive shall be deemed to be disabled if Executive shall be unable
to perform substantially his required duties due to incapacity by reason of
physical or mental impairment for a period greater than three (3) consecutive
months or for a total of six (6) months within any twelve (12) month
period if such condition is reasonably expected, based upon the medical opinion
of qualified professionals, to continue indefinitely.


 


D)                                   By Executive
for Any Other Reason.  On the date
Executive terminates his employment for any reason, provided that Executive
shall give Employer three (3) months written notice prior to such date of
his intention to terminate this Agreement.


 


E)                                     By Employer for
Any Other Reason.  On the date
the Employer terminates Executive’s employment for any reason, other than a
reason set forth in Paragraph 5B, provided that the Employer shall give
Executive three (3) months written notice prior to such date of its
intention to terminate this Agreement.


 


F)                                     For Good Reason.  On the date Executive terminates his
employment for “Good Reason”.  For
purposes of this Agreement, “Good Reason” means:


 


(i)   the assignment to the Executive of any duties
materially inconsistent with Paragraph 1 of this Agreement, or any other action
by the Employer that results in a material diminution in the Executive’s
position, authority, duties or responsibilities from those designated to
Executive in connection with this Agreement;


 


(ii)  any breach of this Agreement by the
Employer that is not remedied by the Employer within 30 days after receipt of
written notice thereof from Executive;


 


(iii) 
any failure by Employer to comply with any provision of Paragraph 3 of this
Agreement that is not remedied by the Employer within 30 days after receipt of
written notice thereof from Executive; or


 


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(iv)  the resignation by Executive within six (6) months
following a “Change in Control.” For such purpose, it is understood that a “Change
in Control” shall be deemed to occur on the earliest of (a) a transfer of
substantially all of the property or assets of the Employer other than to an
entity of which the Employer owns at least 50% of the Voting Stock; and (b) the
election to the Board, without the recommendation or approval of the incumbent
Board, of the lesser of (i) four directors, or (ii) directors constituting
a majority of the number of directors of the Employer then in office.


 


G)                                    Compensation
Upon Termination.  Executive
shall not be entitled to any severance or other compensation after the
effective date of termination under this Section 5, regardless of the
reason for such termination Executive shall be entitled to any benefits
mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985
(COBRA).


 


6.  Non-Competition.  Executive covenants and agrees that he will
not, except with the express approval of the Company’s Board, during the term
of this agreement and for a period of the Initial Term or Renewal Term, as
applicable, plus twelve (12) months after end of such Initial Term or Renewal
Term, as applicable, after the termination of employment for any reason,
directly or indirectly establish, own, manage, join, invest in, finance,
control, participate in, provide consulting or advisory services to, accept
employment with or be connected with any entity that (i) the Company is,
preceding the date of termination of employment, actively considering an
investment in or with of any kind, whether as debt, equity, purchase or sale of
assets, merger, consolidation or other combination, or (ii) prior to the
date of termination, such entity or any affiliate thereof was or had been
actively considering any investment in or with the Company of any kind, whether
as debt, equity, purchase or sale of assets, merger, consolidation or other
business combination.


 


7.   Non-Solicitation.  Executive further agrees for a period of five
(5) years after termination of employment not to (or cause any person or
entity to) directly or indirectly solicit, sell to, communicate with, advertise
to, or accept money for services rendered from, any dealer or customer of the
Company (including but not limited to any contractual relationship between a
shareholder of the Company and any of its underlying customers), and Executive
agrees to not in any way interfere with any existing or potential contractual
relationship that the Company has or reasonably has the prospect of entering
into with any third party (including but not limited to any contractual
relationship between a shareholder of the Company and any of its underlying
customers).  In addition, Executive
agrees, during the Employment Period or any time prior to the first anniversary
of the Termination Date not to solicit the services of any person who is a
then-current employee of the Employer.


 


8.  Non-Disclosure.  Executive agrees that, except as directed by
the Company, he will not at any time during or after the term of this Agreement
disclose or grant access to Confidential Information (as defined below) to any
person. Executive further agrees to use Confidential Information solely for the
purpose of performing duties with the Company and further agrees not to use
Confidential Information for his own private use or commercial purposes or in
any way detrimental to the Company. For the purposes of this Agreement, “Confidential
Information” shall mean all confidential or proprietary information relating to
the Company, including but not 


 


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limited
to: (a) matters of a business nature such as, but not limited to,
information about technical information or know-how (including information
accessible on the Company’s websites through the use of a password only),
costs, purchasing, profits, services, sales, markets, lists of investors or
potential investors or other financial, investment, marketing or sales
information; (b) matters pertaining to future developments such as, but
not limited to, new services or markets, innovative transaction structures,
research and development, or future investment, marketing, or business
activities; (c) any papers, data, records, processes, methods, techniques,
systems, models, samples, devices, equipment, compilations, invoices, customer
or dealer lists or documents of the Company or proprietary information
distributed to dealers; (d) any other information, whether written, oral
or electronic, pertaining to the affairs or interests of the Company or any of
the foregoing; and (e) any information or materials derived from
Confidential Information. All such materials or information shall be deemed
Confidential Information whether or not marked “Confidential.”  Executive further agrees that he will not
dispute the enforceability of this Paragraph 8 in any proceeding.


 


9.  Reasonableness of
Restrictions.  Executive
has carefully read and considered the provisions of Section 6, 7 and 8 of
this Agreement and, having done so, agrees that the restrictions set forth in
these Sections are fair and reasonable in scope and content and are necessary
for the protection of the legitimate business interests of the Company and its
officers, directors and other employees.


 


10.  Return of Materials.  Executive agrees, upon termination of
employment for any reason, to return and surrender immediately to the Company
all Confidential Information in the Executive’s possession including but not
limited to electronic and paper records, books, notes, memoranda, recordings,
computer printouts, disks, and photocopies. 
Executive further agrees that he shall return to the Employer any and
all property, tangible or intangible, relating to Employer’s business, which
Executive possessed or had control over at any time, including, but not limited
to, company-provided credit cards, building or office access cards, keys,
computer equipment, telephones, manuals, files, documents, records, software,
customer or dealer data bases or other data, and that he shall not retain any
copies, compilations, extracts, excerpts, summaries or other notes of any such
manuals files, documents, records, software, customer or dealer data bases or
other data. Executive hereby acknowledges that all such materials are the
exclusive property of the Company. 
Executive further agrees that he will not dispute the enforceability of
this Paragraph 10 in any proceeding.


 


11.  Remedies for Breach.


 


A)                                  Injunctive
Relief. Executive acknowledges that breach of the provisions of Sections 6, 7,
or 8 of this Agreement could cause irreparable injury to the Company, which by
its nature would be continuing and substantial and for which no adequate remedy
at law exists. Accordingly, in the event of an actual or threatened breach of
any of the covenants set forth in Sections 6, 7, or 8 of this Agreement, both
parties agree that the Company shall be entitled to equitable relief without
the necessity of posting bond, including without limitation, entry of
temporary, preliminary, and permanent injunctions and order of specific
performance. Such remedies shall, however, be cumulative and not exclusive and
shall be in addition to any other legal or equitable remedy to which the
Company may be entitled.


 


B)                                    Accounting for
Profits. Executive covenants and agrees that if he shall
violate any of the covenants or agreements under Sections 6, 7 or 8 the Company
shall be


 


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entitled
to an accounting and repayment of all profits, compensation, commissions,
remuneration, or other benefits that Executive directly or indirectly has
realized and/or may realize as a result of, growing out of, or in connection
with, any such violation. Such a remedy shall, however, be cumulative and not
exclusive and shall be in addition to any injunctive relief or other legal or
equitable remedy to which the Company is or may be entitled.


 


12.  Attorneys’ Fees.
In any judgement rendered in favor of a party to this Agreement in connection
with a breach or threatened breach of this Agreement by the other party hereto,
the prevailing party shall be entitled to recover its reasonable litigation
expenses, including attorneys’ fees.


 


13.  Notice.                                     Any notice
required or permitted to be given under this Agreement shall be sufficient if
in writing if sent by mail, postage prepaid, addressed to the intended party at
the following address (or such other address as a party may designate by
written notice to the other party):


 


	
  TO
  COMPANY:

  	
  CastleRock
  Security Holdings, Inc.

  
	
   

  	
  2101
  S. Arlington Heights Road, Suite 150

  
	
   

  	
  Arlington
  Heights, IL 60005

  
	
   

  	
  Attention:
  Board of Directors

  
	
   

  	
   

  
	
  TO
  EXECUTIVE:

  	
   

  



 


Any
such notice shall be deemed effective on the third (3rd) day after its mailing.


 


14.  Severability.  In the event that any provision or part
thereof in this Agreement shall be finally determined by any court of proper
jurisdiction to be invalid or unenforceable as set forth herein, and if such
determination is upheld on appeal or no appeal from such determination is
taken, then the parties hereto agree that they shall amend and modify such
provision or part thereof to restrict the duration, area, scope or other terms
to the minimum extent required to make the provision or part thereof valid and
enforceable and further hereby consent to the entry of an order so restricting
said provision or part thereof. If any provision or part thereof in this
Agreement shall be held invalid, the remainder of the Agreement shall continue
in full force and effect.


 


15.  Transfer.  This Agreement may not be assigned or
transferred by Executive without the Company’s prior written approval.


 


16.  Miscellaneous.


 


A)                                  Controlling Law.        This Agreement shall be
governed by and interpreted, construed and enforced in accordance with the laws
of the State of Illinois.


 


B)                                    Jurisdiction.  The parties agree that the state and federal
courts located in County of Cook, Illinois are proper and shall be the
only forums for the judicial resolution of any disputes between the parties
that may arise hereunder. No party shall attempt to change venue from any such
court to a court in any other jurisdiction.


 


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C)                                    Entire
Agreement.  This
instrument contains the entire agreement of the parties and supersedes any
other agreement with respect to its subject matter and may not be changed
orally but only by an agreement in writing signed by the parties hereto.


 


D)                                   Failure to
Enforce.  The failure
of either party to enforce any of the provisions of this Agreement shall not be
construed as a waiver of such provisions. Further, any express waiver of a
breach of any provision hereunder by any party shall not constitute a waiver of
any prior or subsequent breach or of such party’s right to fully enforce
thereafter each and every provision of this Agreement.


 


WHEREFORE,
the parties have executed this Agreement as of the date and year first above
written.


 


	
  EXECUTIVE

  	
  CastleRock
  Security Holdings, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael
  Snyder

  	
   

  	
  By:

  	
  /s/ Westin
  Lovy

  
	
   

  	
  Michael
  Snyder

  	
   

  	
   

  	
  Westin
  Lovy

  
	
   

  	
  Executive

  	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


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