EXHIBIT 10.2


EMPLOYMENT AGREEMENT


          AGREEMENT
made as of May 1, 2012 between Conolog Corporation, a Delaware corporation with
offices at 5 Columbia Road, Somerville, New Jersey 08876 (hereinafter called
the “Company”), and Marc R. Benou, residing at 564 Lawrence Avenue, Westfield,
New Jersey 07090 (hereinafter referred to as the “Executive”).


W I T N E S S E T H:


          WHEREAS,
the Company is engaged in the design, production (directly and/or through
subcontractors) and distribution of small electronic and electromagnetic
components and sub-assemblies for use in telephone, radio and microwave
transmission and reception and other communication areas that are used in both
military and commercial applications; and 


          WHEREAS,
the Company’s Board of Directors (the “Board” or the “Board of Directors”)
believes that the Executive possesses the skills and abilities necessary for
the Company to meet its current and future objectives; and 


          WHEREAS,
the Executive desires to provide such services to the Company in such
capacities, on and subject to the terms and conditions hereof; 


          NOW,
THEREFORE, in consideration of the premises and the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows: 


	
  

 	
  

 
	
 1.

 	
 EMPLOYMENT

 


          Subject to
all of the terms and conditions hereof, the Company does hereby employ the
Executive and the Executive does hereby accept such employment.


	
  

 	
  

 
	
 2.

 	
 TERM

 


          (a) Initial
Term. The term of this Agreement shall commence on the date hereof and shall
continue until May 1, 2016 (the “Initial Term”), unless sooner terminated as
herein provided including termination under any of the subsections described in
Section 7.


          (b) Renewal
Term. This Agreement is intended to provide for a constantly renewing (or
“evergreen”) one-year term. As a result, on each day after the commencement of
the Initial Term, without further action on the part of Company or Executive,
this Agreement shall be automatically renewed for a new one-year term from that
day forward (a “Renewal Term”). Nevertheless, Company may notify Executive, or
Executive may notify Company, at any time upon thirty days written notice, that
there shall be no renewal of this Agreement. If this notice of non-renewal is
given, the Agreement shall immediately cease to renew and shall terminate
naturally at the end of the Initial Term or the current Renewal Term, as the
case may be. No


	
  

 	
  

 	
  

 
	
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severance or other post-termination compensation will be due or payable
in the event of a termination resulting from non-renewal. The period of time
commencing as of the date of this Agreement and ending on the effective date of
the termination of employment of Executive under this or any successor
Agreement shall be referred to as the “Employment Period.” 


	
  

 	
  

 
	
 3.

 	
 COMPENSATION

 


          (a) Base
Salary. The Company agrees to pay the Executive during the Employment
Period hereof a salary at the annual rate of One Hundred Ninety Nine Thousand
Dollars ($199,000). The Company shall make all salary payments in equal
bi-weekly installments in arrears. Unless otherwise determined by the Board,
Executive’s Base Salary at the commencement of the second and each subsequent
year shall be adjusted to increase at a rate of 3% per annum. All salary,
bonus, or other compensation payable to the Executive shall be subject to the
customary withholding, FICA, medical and other tax and other employment taxes
and deductions as required by federal, state and local law with respect to
compensation paid by an employer to an employee. 


          (b) Accrued
Salary. All unpaid salary to Executive shall accrue as debt on the Company’s
books and financial statements and shall be paid to Executive as soon
practicable.


          (c) Bonus. Commencing
with the year ended July 31, 2012, Executive shall receive, with respect to
each full fiscal year during the term hereof, an annual bonus (the “Profit
Bonus”) equal to 6% of the Company’s annual “Income Before Income Tax
Provision” as stated on the Company’s annual report on form 10-K. The Profit
Bonus shall be payable within 120 days after the end of the Company’s fiscal
year. 


	
  

 	
  

 
	
 4.

 	
 DUTIES

 


          The
Executive is hereby employed as President of the Company and shall perform the
following services in connection with the general business of the Company: 


          (a) Duties
as President. Except as otherwise determined from time to time by the Board
of Directors, Executive shall have primary responsibility for the operation of
the business including the responsibility for recruiting and managing the
management team and other employees of such business, preparing and
implementing the budget for such business, and such other duties,
responsibilities and authority, commensurate with such position as shall be
assigned to him by the Board of Directors (the “Board”).


          (b) Compliance.
The Executive hereby agrees to observe and comply with such reasonable rules
and regulations of the Company as may be duly adopted from time to time by the
Board and otherwise to carry out and perform those orders, directions and
policies stated to him from time to time by the Board, either as specified in
the minutes of the proceedings of the Board of the Company or otherwise in
writing that are reasonably necessary and appropriate to carry out his duties
hereunder. Such orders, directions and policies shall be legal and shall be
consistent with the Executive’s position as President of the Company. 


	
  

 	
  

 	
  

 
	
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 5.

 	
 EXTENT OF
 SERVICES 

 


          The
Executive agrees to serve the Company faithfully and to the best of his ability
and shall devote his full time, attention and energies to the business of the
Company. The Executive agrees to carry out his duties in a competent and
professional manner and to at all times promote the best interests of the
Company. The Executive shall not, during the term of his employment hereunder,
engage in any other business, whether or not pursued for profit. Nothing
contained herein shall be construed as preventing the Executive from investing
in any other business or entity which is not in competition with the business
of the Company. Nothing contained herein shall be construed as preventing the
Executive from engaging in (1) personal business affairs and other personal
matters and (2) serving on civic or charitable boards or committees.


	
  

 	
  

 
	
 6.

 	
 BENEFITS AND
 EXPENSES 

 


          During the
Employment Period of this agreement Executive shall be entitled to, and the
Company shall provide, the following benefits in addition to those specified in
Section 3:


          (a) Vacation.
The Executive shall be entitled to four (4) weeks vacation in each twelve (12)
month period during the Term. Vacation may be taken at such time(s) as
Executive may determine provided that such vacation does not interfere with the
Company’s business operations. The Executive shall not be entitled to
compensation for unused vacation except that, upon termination of his
employment, the Company shall pay to the Executive for all of his accrued,
unexpired vacation time.


          (b) Expense
Reimbursement. The Company shall reimburse the Executive upon submission of
vouchers for his out-of-pocket expenses for travel, entertainment, meals and
the like reasonably incurred by him pursuant to his employment hereunder in
accordance with the general policy of the Company as adopted by the Board from
time to time. 


          (c) Automobile Expenses. The Company will provide to the
Executivean automobile during the Employment Period. In addition, the Company
shall pay or reimburse Executive for all such insurance, gasoline, maintenance,
repair and all other expenses incurred in use of the automobile upon submission
of appropriate invoices, vouchers, receipts and other supporting documentation.



          (d) Health
Insurance. The Company shall provide the Executive with health insurance in
the coverage consistent with those provided to other key executives of the
Company as determined by the Board from time to time. 


          (e) Disability.
If the Company maintains disability insurance, thenthe Company shall provide a
disability policy for the Executive comparable to the policies in force for
other similar executives in the Company. If the Company does not maintain a
disability policy, then the Executive may obtain such a policy in amounts equal
to his salary and be reimbursed by the Company for all premium payments
thereunder. 


	
  

 	
  

 	
  

 
	
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 (f) Other Benefits. The Company shall provide to
 the Executive other benefits as reasonably determined by the Board from time
 to time.

 






	
  

 	
  

 
	
 7.

 	
 TERMINATION;
 DISABILITY; RESIGNATION; TERMINATION WITHOUT CAUSE

 


          (a) Termination
for Cause. The Company shall have the right to terminate the Executive’s
employment hereunder:


                    (1)
For cause upon ten (10) business days’ prior written notice to Executive. Upon
such termination, Executive shall have no further duties or obligations under
this Agreement (except as provided in Section 8) and the obligations of the
Company to Executive shall be as set forth below. For purposes of this
Agreement, “cause” shall mean:


	
  

 	
  

 
	
  

 	
                     (A)
 Executive’s conviction of a felony under federal or state law;

 
	
  

 	
  

 
	
  

 	
                     (B)
 Executive’s failure to perform (other than as a result of Executive’s being
 Disabled), in any material respect, any of his duties or obligations under or
 in accordance with this Agreement and either (i) the Executive fails to cure
 such failure within ten (10) business days following receipt of notice from
 the Company, or (ii) if such failure by its nature cannot be cured within
 such ten business day period, the Executive fails to commence to cure such
 failure within such ten business day period and proceed to cure such failure
 within thirty (30) days thereafter;

 
	
  

 	
  

 
	
  

 	
                     (C)
 Executive commits any dishonest, malicious or grossly negligent act which is
 materially detrimental to the business or reputation of the Company, or the
 Company’s business relationships, provided, however, that in such event the
 Company shall give the Executive written notice specifying in reasonable
 detail the reason for the termination;

 
	
  

 	
  

 
	
  

 	
                     (D)
 Habitual insobriety of Executive while performing his duties hereunder;

 
	
  

 	
  

 
	
  

 	
                     (E)
 Repeated insubordination respecting reasonable orders or directions of
 company’s Board of Directors after written notice of Company to Executive; 

 


          Notwithstanding
the foregoing, the Executive may, within ten (10) business days following
delivery of the notice of termination referred to in the preceding paragraph,
by written notice to the Board, cause the matter of the termination of his
employment by the Company to be discussed at the next regularly scheduled
meeting of the Board or at a special meeting of the Board requested by a
majority of the members of the Board who are not employees of the Company or any
of its subsidiaries. The Executive shall be entitled to be present and to be
represented by counsel at such meeting which shall be conducted according to a
procedure


	
  

 	
  

 	
  

 
	
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deemed equitable by a majority of the directors present. If, at such
meeting, it shall be determined that the employment of the Executive had been
terminated without proper cause, the provisions of this Agreement shall be
reinstated with the same force and effect as ifthe notice of termination had
not been given;and the Executive shall be entitled to receive the compensation
and other benefits provided herein for the period from the date of the delivery
of the notice of termination through the date of such reinstatement.


          In the
event, the Company terminates the Executive’s employment for cause, then the
Executive shall be entitled to receive through the date of termination: (1) his
base salary as defined in Section 3(a) hereof and (2) the benefits provided in
Section 6 hereof including all accrued but unpaid vacation and salary.


          In the
event that Executive’s employment is terminated by the Company without cause
including but not limited to an involuntary change in position or termination
of the Executive as a result of a material breach of this Agreement by the
Company (any of the foregoing, an “Involuntary Termination”), Executive shall
receive from the Company, through the effective date of the Involuntary
Termination: (1) his base salary as defined in Section 3(a) hereof and (2) the
benefits provided in Section 6 hereof including all accrued but unpaid
vacation.


          (c) Disability.
The Company shall have the right to terminate the Executive’s employment
hereunder:


                    (1)
By reason of the Executive’s becoming Disabled for an aggregate period of
ninety (90) days in any consecutive three hundred sixty (360) day period (the
“Disability Period”).


	
  

 	
  

 
	
  

 	
                     (A)
 “Disabled” as used in this Agreement means that, by reason of physical or
 mental incapacity, Executive shall fail or be unable to substantially perform
 the customary duties of his employment.

 
	
  

 	
  

 
	
  

 	
                     (B)
 If the existence of a disability is in dispute, it shall be resolved by two
 physicians, one appointed by Executive and one appointed by the Board of
 Directors of the Company. If the two physicians so selected cannot agree as
 to whether or not Executive is Disabled as defined in subsection (A) above,
 the two physicians so selected shall designate a third physician and a
 majority of the three physicians so selected shall determine whether or not
 Executive is Disabled. 

 
	
  

 	
  

 
	
  

 	
                     (C)
 In the event Executive is Disabled, during the period of such disability he
 shall continue to receive his base compensation in the amount set forth in
 Section 3(a) hereof, which base compensation shall be reduced by the amount
 of all disability benefits he actually receives under any disability
 insurance program in place with the Company until the first to occur of (1) the
 cessation of the Disability or (2) the termination of this Agreement by the
 Company at any time after the Disability Period. During the period of
 Disability and prior to termination, the Executive shall continue to receive
 the benefits provided in Section 6.

 






	
  

 	
  

 	
  

 
	
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                     (D)
 For the purposes of this Section 7, any amounts to be paid to Executive by
 the Company pursuant to subsection (C) above, shall not be reduced by any
 disability income insurance proceeds received by him under any disability
 insurance policies owned or paid for by the Executive.

 
	
  

 	
  

 
	
                               (E)
 If the Executive is terminated at the end of the Disability Period, then the
 Executive shall receive through the date of termination: (1) his base salary
 as defined in Section 3(a) hereof and (2) the benefits provided in Section 6
 hereof including all accrued but unpaid vacation.

 



          (d)
Death. The Company’s employment of the Executive shall terminate upon
his death and all payments and benefits shall cease upon such date provided,
however, that under this Agreement the estate of such Executive shall be
entitled to receive through the date of termination (1) his base salary as
defined in Section 3(a) hereof and (2) the benefits provided in Section 6
hereof including all accrued but unpaid vacation.


          (e)
Termination by the Executive.


          The
Executive may elect, by written notice to the Company, such notice to be
effective immediately upon receipt by the Company, to terminate his employment
hereunder if:


	
  

 	
  

 
	
  

 	
           (1) The
 Company sells all or substantially all of its assets;

 
	
  

 	
  

 
	
  

 	
           (2) The
 Company merges or consolidates with another business entity in a transaction
 immediately following which the holders of all of the outstanding shares of the
 voting capital stock of the Company own less than a majority of the
 outstanding shares of the voting capital stock of the resulting entity
 (whether or not the resulting entity is the Company); provided, however, that
 the Executive shall not be permitted to terminate his employment under this
 subsection unless he notifies the Company in writing that he does not approve
 of the directors selected to serve on the Board after the merger or similar
 transaction described herein;

 
	
  

 	
  

 
	
  

 	
           (3) More
 than fifty (50%) percent of the outstanding shares of the voting capital
 stock of the Company are acquired by a person or group (as such terms are
 used in Section 13(d) of the Securities Exchange Act of 1934, as amended),
 which person or group includes neither the Executive nor the holders of the
 majority of the outstanding shares of the voting capital stock of the Company
 on the date hereof; provided, however, that the Executive shall not be
 permitted to terminate his employment under this subsection unless he notifies
 the Company in writing that he does not approve of the directors selected to
 serve on the Board after the merger or similar transaction described herein;
 and 

 
	
  

 	
  

 
	
  

 	
           (4) The
 Company assigns to the Executive duties which would require him, as a
 practical matter, to relocate outside the greater New York metropolitan area
 or assigns 

 






	
  

 	
  

 	
  

 
	
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 him duties that are not commensurate with his position as the
 President of the Company.

 



          If the
Executive elects to terminate his employment hereunder pursuant to this Section
7(e), then (1) the Company shall continue to pay to the Executive his salary as
provided in Section 3(a) hereof through the end of the Employment Period and
(2) the Company shall continue to provide to the Executive the benefits
provided in Section 6 hereof through the end of the Employment Period.


          (f) Resignation.
If the Executive voluntarily resigns during the term of this Agreement other
than pursuant to Section 7(e) hereof, then all payments and benefits shall
cease on the effective date of resignation, provided that under this Agreement
the Executive shall be entitled to receive through the date of such
resignation: (1) his base salary as defined in Section 3(a) hereof and (2) the
benefits provided in Section 6 hereof including all accrued but unpaid
vacation.


          (g) Mitigation. In
the event of the termination of this Agreement by the Executive as a result of
a material breach by the Company of any of its obligations hereunder, or in the
event of the termination of the Executive’s employment by the Company in breach
of this Agreement, the Executive shall not be required to seek other employment
in order to mitigate his damages hereunder.


	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 CONFIDENTIALITY;
 RESTRICTIVE COVENANTS; NON COMPETITION

 


          (a) Non-Disclosure
of Information. (1) The Executive recognizes and acknowledges that by
virtue of his position as a key executive, he will have access to the lists of
the Company’s referral sources, suppliers, advertisers and customers, financial
records and business procedures, sales force and personnel, programs, software,
selling practices, plans, special methods and processes for electronic data
processing, special techniques for testing commercial and sales materials and
products, custom research services in product development, marketing strategy,
product manufacturing techniques and formulas, and other unique business
information and records (collectively “Proprietary Information”), as same may
exist from time to time, and that they are valuable, special and unique assets
of the Company’s business. The Executive also may develop on behalf of the
Company a personal acquaintance with the present and potential future clients
and customers of the Company, and the Executive’s acquaintance may constitute the
Company’s sole contact with such clients and customers. 


          (a)(2) The
Executive will not during the Employment Period, and at any time following the
end of the Employment Period or earlier termination of this Agreement
regardless of the reason therefor, disclose trade secrets or other confidential
information about the Company, including but not limited to Proprietary
Information, to any person, firm, corporation, association or other entity for
any reason or any purpose whatsoever or utilize such Proprietary Information
for his own benefit or the benefit of any third party; provided, however, that
nothing contained herein shall prohibit the Executive from using his personal
acquaintance with any clients or customers of the Company at any time in a
manner that is not inconsistent with their remaining as clients or customers of
the Company.


	
  

 	
  

 	
  

 
	
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          (a)(3) All
equipment, records, files, memoranda, computer print-outs and data, reports,
correspondence and the like, relating to the business of the Company which
Executive shall use or prepare or come into contact with shall remain the sole
property of the Company. The Executive shall immediately turn over to the
Company all such material in Executive’s possession, custody or control at such
time as this Agreement is terminated. 


          (a)(4)
“Proprietary Information” shall not include information that was a matter of
public knowledge on the date of this Agreement or subsequently becomes public
knowledge other than as a result of having been revealed, disclosed or
disseminated by Executive, directly or indirectly, in violation of this
Agreement.


          (b) Non-Solicitation.
The Executive covenants and agrees that during the Employment Period, and for a
six (6) month period immediately following the end of the Employment Period or
earlier termination of this Agreement, regardless of the reason therefor, the
Executive shall not solicit, induce, aid or suggest to: (1) any employee to
leave such employ, (2) any contractor, consultant or other service provider to
terminate such relationship, or (3) any customer, agency, vendor, or supplier
of the Company to cease doing business with the Company. 


          (c) Enforcement.
In view of the foregoing, the Executive acknowledges and agrees that it is
reasonable and necessary for the protection of the good will, business, trade
secrets, confidential information and Proprietary Information of the Company
that he makes the covenants in this Section 8 and that the Company will suffer
irreparable injury if the Executive engages in the conduct prohibited by
Section 8 (a) or (b) of this Agreement. The Executive agrees that upon a
breach, threatened breach or violation by him of any of the foregoing
provisions of this Section 8, the Company, in addition to all other remedies it
may have including an action at law for damages, shall be entitled as a matter
of right to injunctive relief, specific performance or any other form of
equitable relief in any court of competent jurisdiction without being required
to post bond or other security and without having to prove the inadequacy of
the available remedies at law, to enjoin and restrain the Executive and each
and every other person, partnership, association, corporation or organization
acting in concert with the Executive, from the continuance of any action
constituting such breach. The Company shall also be entitled to recover from
the Executive all of its reasonable costs incurred in the enforcement of this
Section 8 including its reasonable legal fees. The Executive acknowledges that
the terms of Section 8(a) or (b) are reasonable and enforceable and that, should there be a violation or
attempted or threatened violation by the Executive of any of the provisions
contained in these subsections, the Company shall be entitled to relief by way
of injunction, specific performance or other form of equitable relief. In the
event that any of the foregoing covenants in Sections 8 (a) or (b) shall be
deemed by any court of competent jurisdiction, in any proceedings in which the
Company shall be a party, to be unenforceable because of its duration, scope,
or area, it shall be deemed to be and shall be amended to conform to the scope,
period of time and geographical area which would permit it to be enforced.


          (d) Independent
Covenants. The Company and the Executive agree that the 


	
  

 	
  

 	
  

 
	
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covenants contained in this Section 8 shall each be construed as a
separate agreement independent of any of the other terms and conditions of this
Agreement, and the existence of any claim by the Executive against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense by the Executive to the Company’s enforcement of any of the covenants
of this Section 8. 


          (e) Exclusion
from Arbitration. The terms and conditions of this Section 8 including the
enforcement thereof by the Company are specifically excluded from the
arbitration of all other matters under this Agreement as provided in Section 13
hereof. 


          9. DISCLOSURE
AND ASSIGNMENT OF RIGHTS.


          (a) Disclosure.
The Executive agrees that he will promptly assign to the Company or its
nominee(s) all right, title and interest of the Executive in and to any and all
ideas, inventions, discoveries, secret processes, and methods and improvements,
together with any and all patents or other forms of intellectual property
protection that may be obtainable in connection therewith or that may be issued
thereon, such as trademarks, service marks and copyrights, in the United States
and in all foreign countries, which the Executive may invent, develop, or
improve or cause to be invented developed or improved, on behalf of the Company
while engaged in Company related decisions, during the Term or within six (6)
months after the Employment Period or earlier termination of this Agreement,
which are or were related to the scope of the Company’s business or any work
carried on by the Company or to any problems and projects specifically assigned
to the Executive. All works and writings which relate to the Company’s business
are works for hire under the Copyright Act, and any and all copyrights therefor
shall be placed in the name of and inure to the benefit of the Company.


          (b) Assignment
of Interest. The Executive agrees to disclose immediately to duly authorized
representatives of the Company any ideas, inventions, discoveries, processes,
methods and improvements covered by the terms of this Section 9 and to execute,
at the Company’s expense, all documents reasonably required in connection with
the Company’s application for appropriate protection and registration under the
federal and foreign patent, trademark, and copyright law and the assignment
thereof to the Company’s nominee (s). The Executive hereby appoints the
Company’s Chairman as true and lawful attorney in fact with full powers of
substitution and delegation to execute acknowledge and deliver any such
instruments and assignments, which the Executive shall fail or refuse to
execute or deliver.


	
  

 	
  

 
	
 10.

 	
 INDEMNIFICATION.

 


          The Company
shall indemnify the Executive to the maximum extent permitted under the
Delaware Corporation Law, or any successor thereto, and shall promptly advance
any expenses incurred by the Executive prior to the final disposition of the
proceeding to which such indemnity relates upon receipt from the Executive of a
written undertaking to repay the amount so advanced if it shall be determined
ultimately that the Executive is not entitled to indemnity under the standards
set forth in the Delaware General Corporation Law or its successor. The
Employer shall use commercially reasonable efforts to obtain and maintain
throughout the Term 


	
  

 	
  

 	
  

 
	
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of the employment of the Executive hereunder directors’ and officers’
liability insurance for the benefit of the Executive. The indemnificationobligations
of the Company under this Section 10 shall survive the termination of the Term
or of this Agreement for any reason whatsoever unless the Agreement is
terminated for cause.


	
  

 	
  

 
	
 11.

 	
 NOTICES.

 


          (a) Any and
all notices or other communications given under this Agreement shall be in
writing and shall be deemed to have been duly given on (1) the date of
delivery, if delivered in person to the addressee, (2) the next business day if
sent by overnight courier, or (3) three (3) days after mailing, if mailed
within the continental United States, postage prepaid, by certified or
registered mail, return receipt requested, to the party entitled to receive
same, at his or its address set forth below:


	
  

 	
  

 	
  

 
	
  

 	
 If to the
 Company:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ConologCorporation

 
	
  

 	
  

 	
 5 Columbia
 Road, 

 
	
  

 	
  

 	
 Somerville,
 NJ 08876

 
	
  

 	
  

 	
 Attention:
 Chief Executive Officer

 
	
  

 	
  

 	
 Fax No.:
 908-722-5461

 
	
  

 	
  

 	
  

 
	
  

 	
 With a copy
 to (which shall not constitute notice):

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lucosky
 Brookman LLP

 
	
  

 	
  

 	
 33 Wood
 Avenue South, 6th floor

 
	
  

 	
  

 	
 Iselin, NJ
 08830

 
	
  

 	
  

 	
 Attn: Joseph
 M. Lucosky, Esq.

 
	
  

 	
  

 	
 Fax No.:
 (732) 395-4401

 
	
  

 	
  

 	
  

 
	
  

 	
 If to the
 Executive: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Marc R.
 Benou

 
	
  

 	
  

 	
 564 Lawrence
 Avenue

 
	
  

 	
  

 	
 Westfield,
 NJ 07090

 
	
  

 	
  

 	
 Fax No.:
 908-722-5461

 
	
  

 	
  

 	
  

 
	
  

 	
 If to
 Executive Counsel

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Buhler,
 Duggal, & Henry LLP

 
	
  

 	
  

 	
 450 7th
 Avenue, 33rd Floor

 
	
  

 	
  

 	
 New York, NY
 10123

 
	
  

 	
  

 	
 Fax No.: 212
 422 7448

 






	
  

 	
  

 	
  

 
	
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          (b) The
parties may designate by notice to each other any new address for the purposes
of this Agreement as provided in this Section 11.


	
  

 	
  

 
	
 12.

 	
 MISCELLANEOUS
 PROVISIONS

 


                    (a)
Applicable Law. This document shall, in all respects, be governed by the
laws of the State of New Jersey excluding any conflicts of law provisions. The
parties acknowledge that substantially all of the negotiations relating to this
Agreement were conducted in, and that this Agreement has been executed by both
parties in State of New Jersey.


                    (b)
Survival. The parties agree that the covenants contained in Section 3
hereof shall survive any termination of employment by the Executive and any
termination of this Agreement. In addition, the parties agree that any
compensation or right which shall have accrued to the Executive as of the date
of any termination of employment or termination hereof shall survive any such
termination and shall be paid when due to the extent accrued on the date of such
termination.


                    (c)
Assignability. All of the terms and provisions contained herein shall
inure to the benefit of and shall be binding upon the parties and their
respective heirs, personal representatives, successors and assigns. The obligations
of the Executive may not be delegated, except as set forth herein, however, and
the Executive may not, without the Company’s written consent thereto, assign,
transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this
Agreement or any interest therein. Any such attempted delegation or disposition
shall be null and void and without effect. The Company and the Executive agree
that this Agreement and all of the Company’s rights and obligations hereunder
may be assigned or transferred by the Company to and may be assumed by and
become binding upon and may inure to the benefit of any affiliate of or
successor to the Company. The term “successor” shall mean, with respect to the
Company or any of its subsidiaries, and any other corporation or other business
entity which, by merger, consolidation, purchase of the assets, or otherwise,
acquires all or a material part of the assets of the Company. Any assignment by
the Company of its rights and obligations hereunder to any affiliate of or successor
shall not be considered a termination of employment for purposes of this
Agreement.


                    (d)
Modifications or Amendments. No amendment, change or modification of
this document shall be valid unless in writing and signed by each of the parties
herein.


                    (e)
Waiver. No reliance upon or waiver of one or more provisions of this
Agreement shall constitute a waiver of any other provisions hereof.


                    (f)
Severability. If any provision of this Agreement as applied to either
party or to any circumstances shall be adjudged by a court of competent
jurisdiction to be void or unenforceable, the same shall in no way affect any
other provision of this Agreement or the


	
  

 	
  

 	
  

 
	
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validity or enforceability of this Agreement. If any court
construes any of the provisions to be unreasonable because of the duration of
such provision or the geographic or other scope thereof, such court may reduce
the duration or restrict the geographic or other scope of such provision and
enforce such provision as so reduced or restricted.


                    (g)
Separate Counterparts. This document may be executed in one or more
separate counterparts, each of which, when so executed, shall be deemed to be
an original. Such counterparts shall, together, constitute and shall be one and
the same instrument.


                    (h)
Headings. The captions appearing at the commencement of the sections
hereof are descriptive only and are for convenience of reference. Should there
be any conflict between any such caption and the section at the head of which
it appears the substantive provisions of such section and not such caption
shall control and govern in the construction of this document.


                    (i)
Specific Performance. It is agreed that the rights granted to the
parties hereunder are of a special and unique kind and character and that, if
there is a breach by either party of any material provision of this document,
the other party would not have any adequate remedy at law. It is expressly
agreed, therefore, that the rights of the parties may be enforced by an action
for specific performance and other equitable relief.


                    (j)
Further Assurances. Each of the parties shall execute and deliver any
and all additional papers, documents and other assurances, and shall do any and
all acts and things reasonably necessary in connection with the performance of
their obligations hereunder and to carry out their intentions as set forth
herein.


                    (k)
Entire Agreement. This Agreement constitutes the entire understanding
and agreement of the parties with respect to the subject matter of this
Agreement, and any and all prior agreements, understandings or representations
are hereby terminated and canceled in their entirety.


                    (l)
Neutral Construction. Neither party may rely on any drafts of this
Agreement in any interpretation of the Agreement. Each party to this Agreement
has reviewed this Agreement and has participated in its drafting and,
accordingly, neither party shall attempt to invoke the normal rule of
construction to the effect that ambiguities are to be resolved against the
drafting party in any interpretation of this Agreement.


                    (m)
Attorneys’ Fees. In the event that either party hereto commences
litigation against the other to enforce such party’s rights hereunder, the
prevailing party shall be entitled to recover all costs, expenses and fees,
including reasonable attorneys’ fees (including in-house counsel), paralegals’
fees, and legal assistants’ fees through all appeals.


	
  

 	
  

 
	
 13.

 	
 SUBMISSION
 TO ARBITRATION. 

 


          Except as
hereinafter expressly provided, every difference or dispute, of whatever
nature, 


	
  

 	
  

 	
  

 
	
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between the Company and the Executive involving (1) any breach of this
Agreement or (2) any other difference or dispute arising out of, related to,
under or having any connection with this Agreement, shall be settled and
finally determined by arbitration in Somerville, New Jersey in accordance with
the then current commercial arbitration rules of the American Arbitration
Association, and judgment upon any award rendered may be entered in any court
having jurisdiction, including but not limited to the courts of the State of
South Carolina, and the determination of such arbitration proceeding shall be
binding and conclusive upon the parties. Any claim by the Company against the
Executive arising out of, under, or related to, Section 8 of this Agreement,
whether for equitable relief or monetary damages or any combination, is
specifically excluded from arbitration under this Section 13.


	
  

 	
  

 	
  

 
	
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          IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement on
the date first above written. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CONOLOG
 CORPORATION

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert S. Benou

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Robert S. Benou

 
	
  

 	
  

 	
 Title: Chief
 Executive Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 EXECUTIVE

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 /s/ Marc R. Benou

 
	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
 Marc R. Benou

 



4822-6270-7982,
v. 1


	
  

 	
  

 	
  

 
	
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