Exhibit 10.21


 


CASTLEROCK SECURITY HOLDINGS, INC.


CASTLEROCK SECURITY, INC.


EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT (the “Agreement”)  is
made effective as of the 1st day of November, 2010, by and
between CastleRock Security, Inc., a Delaware corporation (“CRS”)  (the “Company” or “Employer”), and James M.
German (the “Executive”).  This
Employment Agreement shall supersede and replace all prior employment
agreements between Executive and the Company.


 


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 be a member of the senior management of the
Company and as such will participate in the development and implementation of
the Company’s business plans.


 


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
Senior Vice President.  Executive shall
have duties, responsibilities, and powers and authority customarily associated
with such position or otherwise as designated from time to time by the Chief
Executive Officer or the Board of Directors of the Employer or its corporate
parent (the “Board”), and the Executive shall report to, and follow the
direction of the Chief Executive Officer or 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 work for the Employer in a full time capacity.  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 


 


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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 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. CRS shall pay
Executive a base salary (“Base Salary”) of Two Hundred Thousand and 00/100
Dollars ($200,000.00) 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 a targeted amount equal to
seventy-five percent (75%) of his Base Salary 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. 
Based on achievement of the agreed metrics, the Bonuses shall be
considered earned by the Executive at the end of each calendar year and shall
be due to Executive unless employment has been terminated by Employer for “Cause”
(as defined in Paragraph 5(B)) or employment is terminated by Executive other
than for “Good Reason” (as defined in Paragraph 5(F).


 


C)
           Incentive Equity Issuance.
As additional consideration, pursuant to that certain CastleRock Security
Holdings, Inc. 2010 Equity Incentive Plan (the “EIP”), the Executive shall
initially be granted in the form of Restricted Stock Awards (as defined in the
EIP) the equivalent of one half percent (0.5%) of CRSH’s authorized and issued
shares of common stock outstanding on the date of the closing of the Company’s
Initial Public Offering.  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 executives from time
to time.


 


4.  [Reserved.]


 


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:


 


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(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;


 


(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;


 


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(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;


 


(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 CRSH 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 CRSH then in office.


 


G)            Compensation Upon Termination.  If the Employment Period is terminated for
any reason pursuant to Paragraph 5, Executive shall be entitled to his Base
Salary through the final date of the Employment Period (the effective date of
termination pursuant to this Section 5) plus any accrued but unused
vacation.  Additionally, if Executive’s
services are terminated pursuant to Paragraph 5A (by Employer), 5C, 5E, or 5F,
Executive (or, in the case of his death, his designated beneficiary) shall be
entitled to be paid an amount equal to 
his Bonus that would have been payable for the year in which the
termination occurs, depending upon the extent to which performance targets have
been satisfied, prorated through Executive’s actual date of termination,
payable in 12 equal monthly installments commencing 30 days after the measuring
date for the calculation of Executive’s Bonus pursuant to Paragraph 3(B).   Executive shall not be entitled to any other
severance or other compensation after the effective date of termination under
this Section 5, regardless of the reason for such termination.     In addition, 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 pursuant to Paragraph
5(B), 5(C) or 5(D) hereof, 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.


 


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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 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 


 


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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 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 


 


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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.


 


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, Inc.

  
	
   

  	
   

  	
   

  	
   

  



 


	
  /s/ James M. German

  	
   

  	
  By: 

  	
  /s/ Westin Lovy

  
	
  James M. German 

  	
   

  	
   

  	
  Westin Lovy

  
	
  Executive 

  	
   

  	
   

  	
  Director

  



 


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